20-F

As submitted to the Securities and Exchange Commission on May 15, 2024

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 20-F

☐    REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023

OR

☐    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐    SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

For the transition period from _______________ to _______________

Commission file number: 001-38049

AZUL SA

(Exact name of Registrant as specified in its charter)

N/A (Translation of Registrant’s name into English)

Federative Republic of Brazil (Jurisdiction of incorporation or organization)

Avenida Marcos Penteado de Ulhôa Rodrigues, n. 939, 8th floorEdifício Jatobá, Condomínio Castelo Branco Office Park

Tamboré, Barueri, State of São Paulo, Zip Code 06460-040Federative Republic of Brazil(Address of principal executive offices)

Alexandre Wagner Malfitani (Chief Financial Officer and Investor Relations Officer) E-mail: invest@voeazul.com.br Telephone: +55 (11) 4831-2880 (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Title of each class	Trading Symbol		Name of each exchange on which registered
Preferred Shares without par value	AZUL		New York Stock Exchange*
American Depositary Shares (as evidenced by American Depositary Receipts), each representing three Preferred Shares		New York Stock Exchange

*Not for trading purposes, but only in connection with the listing on the New York Stock Exchange of American Depositary Shares representing those Preferred Shares.

Securities registered or to be registered pursuant to Section 12 (g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15 (d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

928,965,058    Common Shares    335,750,796    Preferred Shares

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes  ☒    No  ☐

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934.

Yes  ☐    No  ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer   ☒

Accelerated filer  ☐

Non-accelerated filer   ☐

Emerging growth company  ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act.  ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404 (b) of the Sarbanes-Oxley Act (15 U.S.C. 7262 (b)) by the registered public accounting firm that prepared or issued its audit report.

Yes  ☒    No  ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☐

International Financial Reporting Standards as issued by the International Accounting Standards Board ☒

Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:

Item  17  ☐    Item  18   ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  ☐    No  ☒

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15 (d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court:

Yes  ☐    No  ☐

| TABLE OF CONTENTS | | --- || | | Page | | --- | --- | --- | | INTRODUCTION | | 1 | | GLOSSARY OF AIRLINE AND OTHER TERMS: | | 1 | | FORWARD LOOKING STATEMENTS | | 8 | | PARTI | | | | ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS | 10 | | ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE | 10 | | ITEM 3. | KEY INFORMATION | 10 | | A. | Selected Financial Data | 10 | | B. | Capitalization and Indebtedness | 10 | | C. | Reasons for the Offer and Use of Proceeds | 10 | | D. | Risk Factors | 10 | | ITEM 4. | INFORMATION ON THE COMPANY | 44 | | A. | History and Development of the Company | 44 | | B. | Business Overview | 45 | | C. | Organizational Structure | 92 | | D. | Property, Plant and Equipment | 93 | | ITEM 4A. | UNRESOLVED STAFF COMMENTS | 94 | | ITEM 5. | OPERATING AND FINANCIAL REVIEW AND PROSPECTS | 94 | | A. | Operating Results | 94 | | B. | Liquidity and Capital Resources | 108 | | C. | Research and Development, Patents and Licenses | 112 | | D. | Trend Information | 112 | | E. | Critical Accounting Estimates | 113 | | ITEM 6. | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES | 113 | | A. | Directors and Senior Management | 113 | | B. | Management Compensation | 120 | | C. | Board Practices | 125 | | D. | Employees | 126 | | E. | Share Ownership | 127 | | F. | Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation | 128 | | ITEM 7. | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS | 129 | | A. | Major Shareholders | 129 | | B. | Related Party Transactions | 130 | | C. | Interests of Experts and Counsel | 134 | | ITEM 8. | FINANCIAL INFORMATION | 134 | | A. | Consolidated Statements and Other Financial Information | 134 | | B. | Significant Changes | 138 || Azul S.A. | i | | --- | --- | | | | Page | | --- | --- | --- | | ITEM 9. | THE OFFER AND LISTING | 138 | | A. | Offering and Listing Details | 138 | | B. | Plan of Distribution | 138 | | C. | Markets | 138 | | D. | Selling Shareholders | 141 | | E. | Dilution | 141 | | F. | Expenses of the Issue | 141 | | ITEM 10. | ADDITIONAL INFORMATION | 141 | | A. | Share Capital | 141 | | B. | Memorandum and Articles of Association | 141 | | C. | Material Contracts | 150 | | D. | Exchange Controls | 150 | | E. | Taxation | 150 | | F. | Dividends and Payment Agents | 160 | | G. | Statements by Experts | 160 | | H. | Documents on Display | 160 | | I. | Subsidiary Information | 161 | | ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 161 | | ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES | 163 | | A. | Debt Securities | 163 | | B. | Warrants and Rights | 163 | | C. | Other Securities | 163 | | D. | American Depositary Shares | 163 | | PART II | | | | ITEM 13. | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES | 173 | | ITEM 14. | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | 173 | | ITEM 15. | CONTROLS AND PROCEDURES | 173 | | ITEM 16. | [RESERVED] | 174 | | A. | Audit Committee Financial Expert | 174 | | B. | Code of Ethics | 174 | | C. | Principal Accountant Fees and Services | 174 | | D. | Exemptions from the Listing Standards for Audit Committees | 175 | | E. | Purchases of Equity Securities by the Issuer and Affiliated Purchasers | 175 | | F. | Change in Registrant’s Certifying Accountant | 175 | | G. | Corporate Governance | 175 | | H. | Mine Safety Disclosure | 177 | | I. | Disclosure Regarding Foreign Jurisdictions That Prevent Inspections | 177 | | J. | Insider Trading Policies | 178 | | K. | Cybersecurity | 178 || ii | Azul S.A. | | --- | --- | | | | Page | | --- | --- | --- | | PART  III | | | | ITEM 17. | FINANCIAL STATEMENTS | 180 | | ITEM 18. | FINANCIAL STATEMENTS | 180 | | ITEM 19. | EXHIBITS | 180 | | INDEX TO FINANCIAL STATEMENTS | | F-2 || Azul S.A. | iii | | --- | --- | | «Table of Contents | | --- || INTRODUCTION | | --- |

In this annual report, the discussion of our business includes the business of Azul S.A. and its direct and indirect subsidiaries. Unless otherwise indicated or the context otherwise requires, “Azul” “we,” “us,” “our” or the “Company” refer to Azul S.A. and its consolidated subsidiaries. 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 the Brazilian Central Bank (Banco Central do Brasil). References in the annual report 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 of America.

GLOSSARY OF AIRLINE AND OTHER TERMS:

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

•“ABEAR” means the Brazilian Association of Airline Companies (Associação Brasileira das Empresas Aéreas).

•“ABRACORP” means the Brazilian Corporate Agencies Association (Associação Brasileira de Agências Corporativas).

•“ADR” means American depositary receipts.

•“ADS” means American depositary shares.

•“Aeroportos Brasil,” a private consortium that operates Viracopos airport jointly with INFRAERO.

•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.

•“Airbus Group” means Airbus Group N.V.

•“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.

•“ALAB” refers to the main operating subsidiary of the Company, namely “Azul Linhas Aéreas Brasileiras S.A.”

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

•“Atlantic Gateway” means Atlantic Gateway, SPGS, Lda., an entity jointly owned by our principal shareholder, Hainan and another European investor.

•“ATR” means aircraft with turboprop propulsion manufactured by Avions de Transport Régional G.I.E.

•“audited consolidated financial statements” means our audited consolidated financial statements as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021.

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

•“Avianca Brasil” means Oceanair Linhas Aéreas S.A.

•“Azul Investments” means Azul Investments LLP.

•“Azul Secured Finance” means Azul Secured Finance LLP.

•“Azul Viagens” means ATS Viagens e Turismo Ltda.

•“B3” means the Brazilian Stock Exchange (B3 S.A. – Brasil, Bolsa, Balcão).

•“block hours” means the number of hours during which the aircraft is in revenue service, measured from the time it closes the door at the departure of a revenue flight until the time it opens the door at the arrival on the gate at destination.

•“Boeing” means The Boeing Company.

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

•“CADE” refers to the Brazilian Administrative Council for Economic Defense (Conselho Administrativo de Defesa Econômica), the Brazilian antitrust authority.

•“Calfinco” means Calfinco, Inc., a wholly-owned subsidiary of United Airlines, Inc.

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•“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.

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

•“CBP” means United States Customs and Border Protection.

•“Cirium” means a real-time provider of data for analyzing route dynamics, passenger demand and operational performance.

•“CMN” means the Brazilian National Monetary Council (Conselho Monetário Nacional).

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

• “COVID-19” means the novel coronavirus that surfaced in the city of Wuhan, China in December 2019.

•“CPPI” means the Council of the Brazilian Investment Partnership Program (Conselho do Programa de Parceria de Investimentos).

•“crewmembers” is a term we use to refer to all our employees, including aircraft crew, airport ground, call center, maintenance and administrative personnel.

•“CVM” means the Brazilian Securities Commission (Comissão de Valores Mobiliários).

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

•“departure” means a revenue flight segment.

•“DOT” means the United States Department of Transportation.

•“EASA” means the European Union Aviation Safety Agency.

•“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 pursuant to the mechanisms set forth in our bylaws.

•“E-Jets” refer to narrow-body jets manufactured by Embraer S.A.

•“Embraer” means Embraer S.A.

• “ESG” means Environmental, Social and Governance practices.

•“FAA” means the United States Federal Aviation Administration.

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

•“financial statements” refers to our audited consolidated financial statements.

•“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.

•“focus-city” means a destination from which an airline operates several point-to-point routes. A focus-city may also function as a smaller scale hub.

•“FTEs” means full-time equivalent employees.

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

•“Global Distribution System” or “GDS” means a system that enables automated transactions between airlines and travel agencies. Travel agencies traditionally rely on GDS for services, products and rates in order to provide travel-related services to end consumers. GDS can link services, rates and bookings consolidating products and services across different travel sectors including airline reservations, hotel reservations and car rental. GDS charges participant airlines a booking fee per passenger and segment sold, typically applying additional charges for ticketing, credit card authorizations, real time connectivity, information pages and other ancillary services.

•“Gol” means Gol Linhas Aéreas Inteligentes S.A., or its operating subsidiary Gol Linhas Aéreas S.A.

•“gross billings” means the result of the sale of points to commercial partners and the cash portion of points plus money transactions. It is not an accounting measurement. This revenue may affect the current period or may be recognized as revenue in future periods, depending on the time of redemption on the part of program participants.

•“Hainan” means Hainan Airlines Holding Co., Ltd.

•“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.

•“IFRS” means International Financial Reporting Standards, as issued by the International Accounting Standards Board.

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

•“INPI” means the Brazilian Institute of Industrial Property (Instituto Nacional da Propriedade Industrial).

•“IntelAzul S.A." or “IntelAzul” means the entity formerly known as TRIP Linhas Aéreas S.A. and Tudo Azul S.A., which was acquired by Azul, in 2012, and subsequently changed its corporate name to “IntelAzul S.A.”

•“IP Co” means Azul IP Cayman Ltd.

•“IP HoldCo” means Azul IP Cayman Holdco Ltd.

•“JetBlue” means JetBlue Airways Corporation.

•“LATAM” means Latam Airlines Group S.A. including all of its subsidiaries. LATAM was formed in 2012, through the acquisition of TAM S.A., or TAM Linhas Aéreas S.A., by Lan Airlines S.A.

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

•“main competitors” refers to Gol and LATAM, 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.

•“LATAM Pass” is LATAM’s loyalty program.

•“Lilium” means Lilium GmbH, a wholly owned subsidiary of Lilium N.V.

•“Net promoter score or NPS” means a customer loyalty metric that we use to measure how willing a customer is to recommend our service.

•“NYSE” means the New York Stock Exchange.

•“on-time performance” refers to the percentage of an airline’s scheduled flights that were operated and that arrived within 15 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 revenue flight segments.

•“Petrobras” means Petróleo Brasileiro S.A., a mixed economy corporation in the oil and gas industry that is majority owned by the Brazilian government.

•“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.

•“PRASK premium” refers to the positive difference between an airline’s PRASK and its main competitor’s PRASK over a given time period.

•“preferred shares” means our preferred shares issued and outstanding.

•“principal shareholder” means David Gary Neeleman, or simply David Neeleman.

•“RAB” means the Brazilian Aeronautical Registry (Registro Aeronáutico Brasileiro).

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

•“revenue passenger kilometers” or “RPKs” means one-fare paying passenger transported per kilometer. RPK is calculated by multiplying the number of revenue passengers by the number of kilometers flown.

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

•“Shareholders’ Agreement” means that certain shareholders’ agreement, dated September 1, 2017 and amendment dated on March 3, 2021 entered into by and between us and the holders of our common shares, David Neeleman, Trip, Rio Novo and Calfinco.

•“Smiles” means Smiles Fidelidade S.A., Gol’s loyalty program.

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

•“TAP” means TAP – Transportes Aéreos Portugueses, SGPS, S.A.

•“TAP Bonds” means Tranche A 7.5% bonds due March 2026 issued by TAP.

•“TRIP” means the entity formerly known as TRIP Linhas Aéreas S.A. and Tudo Azul S.A., which was acquired by Azul in 2012 and subsequently changed its corporate name to "IntelAzul S.A.”

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•“TRIP acquisition” means our 2012 acquisition of TRIP.

•“trip cost” represents operating expenses adjusted for non-recurring events divided by departures.

•“TRIP’s former shareholders” means, collectively, the Caprioli family and the Águia Branca Group.

•“TSA” means the United States Transportation Security Administration.

• “TwoFlex” means Azul Conecta Ltda. (“Azul Conecta”) previously known as Two Táxi Aéreo Ltda.

•“United” means United Airlines Inc.

•“Vibra Energia” means Vibra Energia S.A., an energy company, formerly known as “BR Distribuidora”.

•“Viracopos” means the main airport of Campinas, located approximately 100 km from the city of São Paulo, State of São Paulo.

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

Summary of Risk Factors

An investment in our preferred shares is subject to a number of risks, including risks relating to the nature of our business as an airline and the aviation industry, our operations in Brazil and our common shares. The following list summarizes some, but not all, of these risks. Please read the information in the section entitled “Risk Factors” for a more thorough description of these and other risks.

Risk Relating to Our Business and the Brazilian Aviation Industry

•Because the airline industry is characterized by high fixed costs and relatively elastic revenues, airlines cannot quickly reduce their costs to respond to shortfalls in expected revenues and this may harm our ability to attain our strategic goals.

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

•Substantial fluctuations in fuel costs or the unavailability of fuel, which is mostly provided by one supplier, would have an adverse effect on us.

•We are highly dependent on our three hubs at Viracopos airport, Confins airport and Recife airport for a large portion of our business and as such, a material disruption at any of our hubs could adversely affect us.

•We depend significantly on automated systems and any cyberattacks, breakdown, hacking or changes in these systems, as well as any technical and operational problems in the Brazilian civil aviation infrastructure, may adversely affect us.

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

•Changes to the Brazilian civil aviation regulatory framework may adversely affect us.

•We have a significant amount of indebtedness and other financial obligations and insufficient liquidity may have a material adverse effect on our financial condition and business.

•Changes in the credit ratings issued by credit rating agencies could adversely affect our ability to raise funding, our cost of financing and the market price of our securities.

•The outbreak of highly contagious diseases worldwide, such as the COVID-19 pandemic, had, and may in the future cause, a material adverse effect on our business, financial condition, liquidity and results of operations.

Risk Relating to Brazil

•The Brazilian federal 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 harm us and the price of our preferred shares, including in the form of ADSs.

•Economic, health, political, and environmental crises, or any other kind of crisis that has the ability to impact the Brazilian economy, may affect the Brazilian population’s purchasing power, which may result in a decrease in demand for air travel and, consequently, affect our business.

•We cannot predict which policies the President of Brazil may adopt or change during his mandate or the effect that any such policies might have on our business and on the Brazilian economy.

•Exchange rate instability may have adverse effects on the Brazilian economy, us and the price of our preferred shares, including in the form of ADSs.

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•Developments and the perceptions of risks in other countries, including other emerging markets, the United States and Europe, and developments relating to the Russia-Ukraine conflict and relating to the conflict among Israel and militant groups in the Middle East (including Hamas), may adversely affect the Brazilian economy and the price of Brazilian securities, including the price of our preferred shares, including in the form of ADSs.

•Variations in interest rates may have adverse effects on us.

•Deficiencies in Brazilian infrastructure, particularly in airports and ports, may adversely affect us.

•Climate change, including increased regulation of our CO2 emissions, changing consumer preferences and the potential increased impacts of severe weather events on our operations and infrastructure.

Risk Relating to 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 that of other shareholders.

•An active and liquid trading market for our preferred shares, including in the form of ADSs, may not be maintained, thereby potentially adversely affecting the price our preferred shares, including in the form of ADSs.

•Our preferred shares will have limited voting rights.

•The sale of 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.

•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, 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, and our capacity to comply with payment obligations in foreign currency.

•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.

•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.

•If securities or industry analysts do not publish research or reports about our business, or publish negative reports about our business, the market price and trading volume of our preferred shares, including in the form of ADSs could decline.

•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.

Market Share and Other Information

This annual report contains data related to economic conditions in the market in which we operate. The information contained in this annual report 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, ABRACORP, Ministry of Transportation, Ports and Civil Aviation and Aeroportos Brasil, 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 annual report 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 Cirium, 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 market), and ABEAR. In addition, we include additional operating and financial information about Gol, LATAM, Smiles and LATAM Pass, 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, we have not 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. In addition, the data that we compile internally and our estimates have not been verified by an independent source.

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Presentation of Financial and Other Information

Our audited consolidated financial statements, as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021 are included in this annual report. Our financial statements were prepared in accordance with the International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB.

The financial information presented in this annual report should be read in conjunction with our financial statements, the related notes included elsewhere in this annual report and the section of this annual report entitled “Item 5. Operating and Financial Review and Prospects.”

Convenience Translations

This annual report contains conversions of certain Brazilian real amounts into U.S. dollar amounts at specified rates solely for the convenience of the reader. These conversions should not be construed as representations that the Brazilian real amounts actually represent such U.S. dollar amounts or could be converted into U.S. dollars at the rate or any other exchange rate as of that or any other date. Unless we indicate otherwise, the U.S. dollar equivalent for information in Brazilian reais is based on the commercial selling rate published by the Central Bank on December 31, 2023, which was R$4.8413 per US$1.00. The Federal Reserve Bank of New York does not report a noon buying rate for Brazilian reais.

Rounding

Certain amounts and percentages included in this annual report, including in the section entitled “Item 5. Operating and Financial Review and Prospects,” have been rounded for ease of presentation. Percentage figures included in this annual report 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 annual report may vary from those obtained by performing the same calculations using the figures in our financial statements. Certain other amounts that appear in this annual report may not add up due to rounding.

Note Regarding Operating Data

The following operating data are often provided, and utilized by the Company’s management, analysts, and investors to enhance comparability of year-over-year results, as well as to compare results to other airlines: Available seat kilometers (ASKs); Passenger revenue per ASK (PRASKs); Operating revenue per ASK (RASK); and total operating cost divided by ASK (CASK) amongst others.

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Operating Data

	As of and For the Years Ended December 31,
	2023	2023	2022	2021
	(US)(1)	(R)	(R)	(R)
Operating Statistics (unaudited)
Operating passenger aircraft at end of period	183	183	177	161
Contractual passenger aircraft at end of period	189	189	194	179
Cities served at end of period	162	162	158	147
Average daily aircraft utilization (hours)	10.0	10.0	9.1	8.3
Stage length (km)	1,159	1,159	1,105	1,057
Number of departures	316,896	316,896	304,429	245,102
Block hours	550,843	550,843	518,813	409,424
Passenger flight segments	29,277,728	29,277,728	27,485,369	23,311,416
Revenue passenger kilometers (RPKs) (million)	35,399	35,399	31,561	24,851
Available seat kilometers (ASKs) (millions)	44,006	44,006	39,579	31,386
Load Factor (%)	80.4	80.4	79.7	79.2
Passenger revenue (in thousands)	US3,558,492	R17,227,728	R14,594,945	R8,811,044
Passenger revenue adjusted (in thousands)(2)	US3,586,412	R17,362,896	R14,595,579	R8,811,044
PRASK adjusted (cents)(2)	US8.15	R39.46	R36.88	R28.07
RASK adjusted (cents)(2)	US8.77	R42.48	R40.29	R31.78
Yield per ASK adjusted (cents)(2)	US10.13	R49.05	R46.25	R35.46
Trip cost adjusted(3)	US10,295.13	R49,841.79	R48,656.35	R40,508.56
End-of-period FTEs per aircraft	83	83	77	86
CASK adjusted (cents)(3)	US7,410.00	R35.89	R37.42	R31.63
CASK ex-fuel adjusted (cents)(3)	US4,650.00	R22.51	R20.85	R21.26
Fuel liters consumed (thousands)	1,291	1,291	1,207	980
Average fuel cost per liter	US940	R4.56	R5.44	R3.32

All values are in US Dollars.

(1)	For convenience purposes only, the amounts in reais as of December 31, 2023 have been translated to U.S. dollars using the rate of R$4.8413, which corresponds to the commercial selling rate for US$1.00 as of December 31, 2023, 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.
(2)	Passenger revenue adjusted, PRASK adjusted, RASK adjusted and Yield per ASK adjusted for non-recurring items.
(3)	Trip cost adjusted, CASK adjusted and CASK excluding all fuel costs adjusted for non-recurring items and impairment.		Azul S.A.	7
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---		FORWARD-LOOKING STATEMENTS
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This annual report includes estimates and forward-looking statements principally under the captions “Item 3. Key Information” and “Item 5. Operating and Financial Review and Prospects.”

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 annual report and include statements regarding our intent, belief or current expectations in connection with:

•the economic, financial and other effects of pandemics, epidemics, diseases, public health threats and similar crises (including the coronavirus, or COVID-19, pandemic), and governmental responses thereto, particularly as such factors impact or may impact Brazil and the other markets in which we operate, thus adversely affecting our results of operations and financial condition, and heightening many of the other risks described in the “Risk Factors” section of this annual report;

•developments and the perception of risks in connection with laws, regulations and policies the President of Brazil, Luiz Inácio Lula da Silva, may adopt or change during his term in office, including economic, healthcare and fiscal reforms, any of which may negatively affect growth prospects in the Brazilian economy as a whole;

•our ability to implement in a timely and efficient manner, any measure necessary to respond to or reduce the impacts of developments related to pandemics, epidemics, diseases, public health threats and similar crises (including the COVID-19 pandemic), on our business, operations, cash flow, prospects, liquidity and financial conditions;

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

•general economic, political and business conditions in Brazil, particularly in the geographic markets we serve as well as any other countries where we currently operate and may operate in the future, including developments and the perception of risks in connection with volatility from the heightened political and social tensions following the 2022 presidential elections in Brazil;

•our ability to keep costs low;

•existing and future governmental regulations;

•increases in maintenance costs, fuel costs and insurance premiums, especially in light of the Russia-Ukraine conflict and of conflicts in the Middle East;

•our ability to maintain landing rights in the airports where 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, passenger growth, our capital expenditure plans, our future joint venture and partnership plans, 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 our financing, plans and programs, as well as our plans for refinancing or amending our financial obligations;

•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, as well as interest rates and exchange rates in Brazil and the other markets in which we operate, which have been particularly volatile as a result of, among other factors, monetary stimulus in response to the COVID-19 pandemic, supply chain disruptions and geopolitical tensions (such as tensions as a result of the Russia-Ukraine conflict and the escalation of conflicts in the Middle East);

•our lessors and aircraft and engine suppliers, as well as our commercial relationship with them;

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•risks associated with cybersecurity incidents and privacy, including potential disruptions to our information technology systems, and information security breaches;

•impact of global climate change and legal, regulatory or market response to such change;

•increasing attention to, and evolving expectations regarding ESG matters; and

•other factors or trends affecting our financial condition or results of operations, including those factors identified or discussed as set forth under “Item 3.D. 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. We do not undertake any obligation to update publicly or to revise any forward-looking statements after we file this annual report because of new information, future events or other factors. Our independent 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 annual report 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.

Azul S.A.	9
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---		PART I
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ITEM 1.    IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2.    OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3.    KEY INFORMATION

A.[Reserved]

B.Capitalization and Indebtedness

Not applicable.

C.Reasons for the Offer and Use of Proceeds

Not applicable.

D.Risk Factors

The risks described below are those that we consider material to our business and an investment in our securities. 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. You should carefully consider the risks described below. We believe we could be materially and adversely affected by any of these risks. Other risks that we currently deem immaterial or that are currently not known to us may also adversely affect us.

To the extent that information relates to, or is obtained from sources related to, the Brazilian government or Brazilian macroeconomic data, industry data or other third parties, the following information has been extracted from official publications of the Brazilian government or other reliable third-party sources and has not been independently verified by us.

Risks Relating to Brazil

The Brazilian federal 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 harm us and the price of our preferred shares, including in the form of ADSs.

The Brazilian federal government frequently exercises significant influence over the Brazilian economy and occasionally makes significant changes in monetary, credit, fiscal and other policies and regulations. The Brazilian government’s actions to control inflation and other policies and regulations have often involved, among other measures, changes in monetary and tax policies, price controls, foreign exchange rate controls, currency devaluations, 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 and monetary policies;

•exchange rates and currency fluctuations;

•inflation;

•liquidity of the domestic capital and lending markets;

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•import and export controls;

•exchange controls and restrictions on remittances abroad and payments of dividends;

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

•fiscal policy and changes in tax laws and related interpretations by tax authorities;

•economic, political and social instability, including general strikes and mass demonstrations;

•increases in unemployment;

•labor and social security regulations;

•changes in environmental, health and safety laws and regulations;

•energy and water shortages and rationing;

•public health, including as a result of epidemics and pandemics, such as the COVID-19 pandemic;

•the Brazilian government’s intervention, modification or rescission of existing concessions;

•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.

In addition, from 2014 to 2016, Brazil was in a recession, and from 2017 to 2019, it grew slowly. As a result of the COVID-19 pandemic and related economic impact, Brazil’s Gross Domestic Product (GDP) increased 1.1% in 2019, declined by 4.1% in 2020, then increased by 4.6% in 2021, exceeding the loss caused by the effects of the COVID-19 pandemic in 2020. GDP increased by 2.9% in 2022 and 2023 by 2.9% in 2023.

The Brazilian federal government is facing increasing pressures from the population to implement economic reforms. We cannot predict what measures the Brazilian federal government will take in the face of mounting macroeconomic pressures or otherwise.

Developments in Brazil’s political landscape may also impact us. Uncertainty regarding political developments and over whether the current government of President Luis Inácio Lula da Silva or future Brazilian governments will implement changes in policy or regulation affecting these or other factors in the future, including as a result of impacts of the Russia-Ukraine conflict, the conflict among Israel and militant groups in the Middle East (including Hamas), emerging geopolitical conflicts (including rising tensions between China and Taiwan and the relationship between China and the United States), other internal or external factors sustaining persistent inflation, among other factors, may affect economic performance and contribute to economic uncertainty in Brazil, which may have an adverse effect on us and our preferred shares, including in the form of ADSs. Recent economic and political instability has led to a negative perception of the Brazilian economy and higher volatility in the Brazilian securities markets, which also may adversely affect us and the trading price of our preferred shares, including in the form of ADSs. We cannot predict what future policies will be adopted by current or future Brazilian governments, or whether these policies will result in adverse consequences to the Brazilian economy or cause an adverse effect on us. See “—The ongoing economic uncertainty and political instability in Brazil may adversely affect us and the price of our preferred shares, including in the form of ADSs.”

Economic, health, political, and environmental crises, or any other kind of crisis that has the ability to impact the Brazilian economy, may affect the Brazilian population’s purchasing power, which may result in a decrease in demand for air travel and, consequently, affect our business.

Economic, health, political, and environmental crises, or any other kind of crisis that has the ability to impact the Brazilian economy, may affect the Brazilian population’s purchasing power, which may result in a decrease in sales of our products and services. Between 2014 and 2016 for example, when the Brazilian economy faced one of the worst recessions in history, the country's GDP decreased by 3.5% in 2015 and 3.3% in 2016. However, for the year ended December 31 2023, due to its sustainable competitive advantages of its business model, Azul reached a record operating revenue of R$18.6 billion, representing an increase of 16.3% compared to for the year ended December 31, 2022. This clearly demonstrates the strength of our business model.

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The ongoing economic uncertainty and political instability in Brazil may adversely affect us and the price of our preferred shares, including in the form of ADSs.

Brazil has experienced economic instabilities caused by various political and economic events in recent years, with the slowdown in GDP growth and effects on supply factors (including levels of investment and increases in the use of technology in production) and demand factors (including employment rates and income levels). Consequently, uncertainty about whether the Brazilian government will be able to approve the economic reforms needed to improve the deterioration of public accounts and the economy led to a decline in market confidence in the Brazilian economy. The Brazilian economy remains subject to government policies and actions, which, if not successful or implemented, could affect the operations and financial performance of companies, including ours. The recent economic and political instability in Brazil has contributed to a decline in market confidence in the Brazilian economy as well as to a deteriorating political environment.

In addition, in recent years, the Brazilian political scenario has experienced intense instability mainly due to the unfolding of a corruption scheme involving several politicians, including high-ranking members of the government, which resulted in the impeachment of a Brazilian President and lawsuits filed against her successor and team. Various investigations into allegations of money laundering and corruption conducted by the Office of the Brazilian Federal Prosecutor, including the largest such investigation, known as Lava Jato, negatively impacted the Brazilian economy and political environment, the general market perception of the Brazilian economy, political environment and the Brazilian capital markets, as well as the image and reputation of the companies involved. Members of the Brazilian government, as well as senior officers of large state-owned companies, have faced allegations or convictions of, or have entered into plea bargain or leniency agreements for crimes related to crimes of political of corruption and money laundering. Although the task force in connection with Lava Jato was wound up in February 2021, we cannot assure that new investigations will not be launched or that additional persons will not become subject to investigation.

We have no control over, and cannot predict, whether such investigations, allegations, convictions, plea bargains and agreements will lead to further political and economic instability or whether new allegations, convictions, plea bargaining or agreements against or with government officials, officers and/or companies will arise in the future. In addition, we cannot predict the outcome of any such allegations, convictions, plea bargains and agreements, nor their effect on the Brazilian economy.

In addition, political demonstrations in Brazil over the last few years have affected the development of the Brazilian economy and investors’ perceptions of Brazil.

The aftermath of the 2022 presidential election (including the January 8, 2023 violent disruption at Brazil’s congress, presidential palace and supreme court) left Brazil in what many consider to be a heightened state of political and social tension. It is unclear whether this tension will dissipate or intensify over time and what resulting impacts may occur to adversely affect our business operations or the safety of our customers, our employees or the communities in which we operate.

We cannot guarantee that the unfolding of these events will not lead to additional adverse impacts on Brazil's political and economic situation. Furthermore, we cannot guarantee that other current or future political events, including new allegations against former or current government officials, may not come to cause even more instability in the Brazilian economy, in capital markets, or in the listing of our shares.

Moreover, the policies President Luiz Inácio Lula da Silva may adopt or alter may have material adverse effects on the macroeconomic environment in Brazil, as well as on businesses operating in Brazil, including ours. See “—We cannot predict which policies the President of Brazil may adopt or change during his mandate or the effect that any such policies might have on our business and on the Brazilian economy.”

Any of the above factors may create additional political uncertainty, which could have a material adverse effect on the Brazilian economy and, consequently, on us and the price of our preferred shares, including in the form of ADSs.

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We cannot predict which policies the President of Brazil may adopt or change during his mandate or the effect that any such policies might have on our business and on the Brazilian economy.

In 2022, Brazil held elections for President and Luiz Inácio Lula da Silva was elected president. We cannot predict what policies he will maintain and which policies he may adopt or change during his mandate or the effect that any such policies might have on our business and on the Brazilian economy. Furthermore, uncertainty over whether the acting Brazilian government under the administration of President Luiz Inácio Lula da Silva will implement changes in policy or regulation in the future may contribute to economic uncertainty in Brazil and to heightened volatility in the securities issued abroad by Brazilian companies. Any such new policies or changes to current policies may have a material adverse effect on us or the price of our preferred shares, including in the form of ADRs.

Exchange rate instability may have adverse effects on the Brazilian economy, us and the price of our preferred shares, including in the form of ADSs.

The Brazilian currency has been historically volatile and has 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 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 has resulted in significant variations in the exchange rate between the real, the U.S. dollar and other currencies. In 2021, the real depreciated against the U.S. dollar and, as of December 31, 2021, the U.S. dollar selling rate reported by the Central Bank was R$5.58 per US$1.00. In 2022, the real appreciated against the U.S. dollar and, as of December 31, 2022, the U.S. dollar selling rate reported by the Central Bank was R$5.22 per US$1.00. In 2023, the real further appreciated against the U.S. dollar and, as of December 31, 2023, the U.S. dollar selling rate reported by the Central Bank was R$4.84 per US$1.00. There can be no assurance as to whether the real will appreciate or depreciate against the U.S. dollar or other currencies in the future.

A devaluation of the real relative to the U.S. dollar could create inflationary pressures in Brazil and cause the Brazilian government to, among other measures, increase interest rates. Any depreciation of the real may generally restrict access to the international capital markets. It would also reduce the U.S. dollar value of our results. Restrictive macroeconomic policies could reduce the stability of the Brazilian economy and adversely affect our results of operations and profitability. In addition, domestic and international reactions to restrictive economic policies could have a negative impact on the Brazilian economy. These policies and any reactions to them may adversely affect us by curtailing access to foreign financial markets and prompting further government intervention. A devaluation of the real relative to the U.S. dollar may also, as in the context of the current economic slowdown, decrease consumer spending, increase deflationary pressures and reduce economic growth.

On the other hand, an appreciation of the real relative to the U.S. dollar and other foreign currencies may deteriorate the Brazilian foreign exchange current accounts. We and certain of our suppliers purchase goods and services from countries outside Brazil, and thus changes in the value of the U.S. dollar compared to other currencies may affect the costs of goods and services that we purchase. Depending on the circumstances, either devaluation or appreciation of the real relative to the U.S. dollar and other foreign currencies could restrict the growth of the Brazilian economy, as well as our business, results of operations and profitability.

Most of our revenues are linked to the real and a significant part of our operating expenses, such as fuel, certain aircraft lease agreements, certain flight hour maintenance contracts and aircraft insurance, are denominated in, or linked to, foreign currency. In addition, we have and may incur substantial amounts of U.S. dollar-denominated 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. As of December 31, 2023, 2022, and 2021, 45.5%, 52.7% and 43.2% of our operating expenses, respectively, were denominated in, or linked to, foreign currency. Historically, we have been able to increase our fares and revenues to compensate for the impact from U.S. dollar appreciation on our expenses, but there is no assurance that we will continue to be able to do so.

In addition, largely as a result of the Russia-Ukraine conflict, Brent oil prices sharply increased from about US$75 per barrel at the end of 2021 to US$128 per barrel on March 8, 2022. As of December 31, 2023 and 2022, the Brent oil price was US$77.04 per barrel and US$80 per barrel, respectively, and there was significant volatility in Brent oil prices during 2022 and, to a lesser extent, during 2023. There is no assurance that Brent oil prices will not further increase in the future. In 2023, our U.S. dollar denominated operating expenses decreased 7.2 p.p, as compared to 2022, mainly as a result of the decrease in oil prices.

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We are not always fully hedged against fluctuations of the real. In light of the foregoing, there can be no assurance we will be able to protect ourselves against the effects of fluctuations of the real. Depreciation of the real 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, harm us, curtail access to financial markets and prompt government intervention, including recessionary governmental policies. Depreciation of the real can also, as in the context of the current global economic recovery, lead to decreased consumer spending, and reduced growth of the economy as a whole.

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.

Inflation and certain measures by the Brazilian government to curb inflation have historically adversely affected the Brazilian economy and Brazilian capital market, and high levels of inflation in the future would adversely affect us and the price of our preferred shares, including in the form of ADSs.

In the past, Brazil 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 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 capital markets.

According to the National Consumer Price Index (Índice Nacional de Preços ao Consumidor Amplo), or IPCA, Brazilian inflation rates were 4.6%, 5.8% and 10.1%, for the years 2023, 2022, and 2021, respectively. Brazil may experience high levels of inflation in the future and inflationary pressures may lead to the Brazilian government’s intervening in the economy and introducing policies that could adversely affect us and the price of our preferred shares, including in the form of ADSs. In the past, the Brazilian government’s interventions included the maintenance of a restrictive monetary policy with high interest rates that restricted credit availability and reduced economic growth, causing volatility in interest rates.

For example, the Monetary Policy Committee (Comitê de Política Monetária do Banco Central do Brasil), or COPOM, frequently adjusts interest rates in situations of economic uncertainty to achieve targets set in the Brazilian government’s economic policy. The SELIC (Sistema Especial de Liquidação e Custódia), the Central Bank’s overnight rate, as established by the COPOM increased from 10.00% at the beginning of 2014 to a high point of 14.25% in 2016 before a series of rate reductions in 2017, 2018 and 2019, bringing the SELIC rate down to 7.00% as of December 31, 2017, 6.50% as of December 31, 2018, to 4.50% as of December 31, 2019 and to 2.00% as of December 31, 2020. As of December 31, 2023, 2022 and 2021, the SELIC rate was 11.75%, 13.75% and 9.25%, respectively.

Conversely, more lenient government and Central Bank policies and interest rate decreases have triggered and may continue to trigger increases in inflation, and, consequently, growth volatility and the need for sudden and significant interest rate increases, which could negatively affect us and increase our indebtedness.

In the event that Brazil experiences high inflation in the future, we will attempt to adjust the prices we charge our passengers to offset the potential impacts of inflation on our expenses, including salaries as we have done in the past, but we may not be able to. This would lead to decreased net income, adversely affecting us. Inflationary pressures may also adversely affect our ability to access foreign financial markets, adversely affecting us.

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Developments and the perceptions of risks in other countries, including other emerging markets, the United States and Europe, and developments relating to the Russia-Ukraine conflict and relating to the conflict among Israel and militant groups in the Middle East (including Hamas), may adversely affect the Brazilian economy and the price of Brazilian securities, including the 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. To the extent the conditions of the global markets or economy deteriorate, Brazilian companies may have their businesses adversely affected. The weakness in the global economy has been marked by, among other adverse factors, lower levels of consumer and corporate confidence, decreased business investment and consumer spending, increased unemployment, reduced income and asset values, reduction of global growth rate, bank failures, persistent inflation, currency volatility and limited availability of credit and access to capital. The economic and market conditions of other countries, including the United States and European countries, and emerging markets, may affect the credit availability and the volume of foreign investments in Brazil and in the countries in which we do business, to varying degrees. The market turmoil generated by bank failures in the United States in March 2023, and the forced sale of Credit Suisse, are two such examples of the exposure that we have to international financial events. Developments or economic conditions in other emerging market countries have at times significantly affected the availability of credit to Brazilian companies and resulted in considerable outflows of funds from Brazil, decreasing the amount of foreign investments in Brazil, which impacted overall growth expectations for the Brazilian economy. Any of these factors could have a material adverse effect on our results of operations and financial condition.

Since 2020, Brexit has contributed to increased volatility and uncertainty in a number of financial markets. In addition, the crisis affecting emerging markets that began in the second quarter of 2018 as a result of the rise in interest rates by the U.S. Federal Reserve and the trade war between the United States and China, among other factors, could have an impact on the Brazilian economy.

Moreover, global developments relating to Russia’s invasion of Ukraine have (i) contributed to increases in the prices of energy, oil and other commodities, (ii) generated uncertainty in global capital markets, and the United States and European stock markets have seen increased price volatility, and (iii) forged a new landscape in relation to international sanctions. Russian military actions and the resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets, particularly if current or new sanctions continue for an extended period of time or if geopolitical tensions result in expanded military operations on a global scale. In addition, the Russia-Ukraine conflict, and the impact of sanctions against Russia and the potential for retaliatory acts from Russia, could result in increased cyberattacks.

In addition, the recent global tensions arising from the conflict among Israel and militant groups in the Middle East (including Hamas) has disrupted, and may continue to disrupt, the broader regional or global economic environment. Whilst we do not operate in the Middle East, the effects on our business and the duration and severity of the effects on global economy (including global supply chain disruptions, inflation, rising interest rates, and the imposition of sanctions) are inherently unpredictable.

We cannot predict how these developments will evolve and whether or to what extent they may affect Brazilian capital markets and, consequently, us.

Political risks remain mainly from the escalating war in Ukraine, the conflict among Israel and militant groups in the Middle East, medium-term relationship between the United States and China, uncertainty over government instabilities in Europe and other local geopolitical risks. The materialization of these risks may affect global growth and decrease investors’ interest in assets from Brazil and other countries in which we do business, which may materially and adversely affect the market price of our preferred shares, including in the form of ADSs, making it more difficult for us to access capital markets and, as a result, to finance our operations in the future.

Any further downgrading of Brazil’s credit rating could adversely affect the trading price of our preferred shares, including in the form of ADSs.

Brazil’s sovereign credit rating is currently rated below investment grade by the three main credit rating agencies. Consequently, the prices of securities issued by Brazilian companies have been negatively affected. A new Brazilian recession or continued political uncertainty, among other factors, could lead to further ratings downgrades.

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We can be adversely affected by investors’ perceptions of risks related to Brazil’s sovereign debt credit rating. Rating agencies regularly evaluate Brazil and its sovereign ratings, which are based on a number of factors including macroeconomic trends, fiscal and budgetary conditions, indebtedness metrics and the perspective of changes in any of these factors. Brazil lost its investment grade sovereign debt credit rating by the three main U.S. based credit rating agencies, Standard & Poor’s, Moody’s and Fitch in 2015. Standard & Poor’s reaffirmed Brazil’s sovereign credit rating at BB- with a stable outlook in November 2021. Fitch reaffirmed Brazil’s sovereign credit rating at BB- with a negative outlook in December 2021. On April 12, 2022, Moody’s reaffirmed Brazil’s Ba2 rating with a stable outlook, and Standard & Poor’s reaffirmed Brazil’s sovereign credit rating at BB- with a stable outlook on June 14, 2022. On July 14, 2022, Fitch reaffirmed Brazil’s sovereign credit rating at BB- and upgraded its outlook to stable, reaffirming this rating and outlook on December 20, 2022. On December 15, 2023, Fitch upgraded Brazil’s sovereign rating to BB with a stable outlook. On December 19, 2023, Standard & Poor’s upgraded Brazil’s sovereign rating to BB with a stable outlook.

Any future downgrades of Brazil’s sovereign credit ratings could heighten investors’ perception of risk and, as a result, adversely affect the price of our preferred shares, including in the form of ADSs.

Variations in interest rates may have adverse effects on us.

We are exposed to the risk of interest rate variations, principally in relation to (i) the Secured Overnight Financing Rate (“SOFR”), (ii) the London Interbank Offered Rate (“LIBOR”), and (iii) the Interbank Deposit Rate (“CDI Rate”). For the years ended December 31, 2023, 2022, and 2021, (i) the annual average SOFR index was 5.01%, 1.64%, and 0.04%, respectively, (ii) the average USD LIBOR 12 months index was 5.47%, 3.40%, and 0.30%, respectively, and (iii) the average CDI Rate index was 13.04%, 12.39%, and 4.42%, respectively. Assets and liabilities linked to LIBOR are being reviewed and we have plans to elect to use alternative rates other than LIBOR. See “—We may face challenges associated with IBOR transition.”

If market interest rates increase in Brazil, as has recently been experienced from the first quarter of 2022 until August 2023, variable rate indebtedness or other obligations will create higher debt service and payment requirements, which could adversely affect our cash flow and compliance with our covenants or our obligations under our existing indebtedness [and leases], and we may not be able to adjust the prices we charge to offset increased payments. While we may, from time to time, enter into agreements limiting its exposure to higher market interest rates, these agreements may not offer complete protection from this risk.

Significant increases in consumption, inflation or other macroeconomic pressures may lead to an increase in these rates. For example, stock prices on the B3 S.A. – Brasil, Bolsa, Balcão, or the B3, are highly affected by fluctuations in U.S. interest rates and by the behavior of the major U.S. stock exchanges. Any increase in interest rates in other countries, especially the United States, could reduce overall liquidity and investor interest in Brazilian capital markets.

In addition, while tight monetary policies in Brazil with high interest rates may restrict Brazil’s growth and the availability of credit, more lenient government and Central Bank policies and interest rate decreases may trigger increases in inflation, and, consequently, growth volatility and the need for sudden and significant interest rate increases, which could adversely affect us.

For further information regarding our exposure to the risk of interest rate variations, see “Item 5. Operating and Financial Review and Prospect—Operating Results—Principal Factors Affecting Our Financial Condition and Results of Operations—Effects of exchange rates, interest rates and inflation.”

We may face challenges associated with LIBOR transition.

The Company does not have relevant amounts exposed to Libor and/or Sofr. The vast majority of these contracts have been already amended, and currently have the interest rate indexed to Sofr. The few remaining contracts still indexed to Libor, are considering the published synthetic Libor, and have the proper formal amendment ongoing.

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Deficiencies in Brazilian infrastructure, particularly in airports and ports, may adversely affect us.

We offer products and services that depend on the performance and reliability of the infrastructure in Brazil and abroad. Historically, public investment in the construction and development of airports, ports, highways and railroads has been relatively low, which affects the demand for domestic tourism and could also affect our ability to carry out our operations or limit our expansion plans as well as cause delays and increase operational costs. For example, in 2007, Brazil went through a significant crisis related to its air traffic control system, which negatively impacted air travel and the tourism industry as a whole. Insufficient public and/or private investment in the expansion of Brazilian infrastructure, particularly airports, ports and other travel hubs could lead to a decrease in sales or lower growth rates than we expect, which may adversely affect us and growth prospects. In particular, lack of or insufficient investment in the maintenance at our main hub in Campinas could impact the general activity and operation of the airport, which would adversely impact us.

For example, Aeroportos Brasil, which holds a concession for the operation of Viracopos airport from ANAC, filed for bankruptcy protection in 2018 as it has not complied with its contractual obligations relating to the construction of a new terminal. On February 14, 2020 creditors approved Aeroportos Brasil’s debt restructuring plan, which consists in returning the concession for the operation of Viracopos airport to ANAC to initiate a re-bidding process of the concession to a new operator. On February 18, 2020, the debt restructuring court approved the judicial recovery plan and on March 19, 2020, Aeroportos Brasil filed an application to ANAC for the rebidding of Viracopos airport, in compliance with the judicial recovery plan. On July 17, 2020, the Federal Government enacted Decree No 10.427/2020, authorizing the rebidding of Viracopos airport. On June 14, 2022 CPPI Resolution 232 extended the deadline for completion of the Viracopos airport licensing process to July 16, 2024 and the auction. On July 12, 2022 the CCPI Resolution 243 revoked the second article of the previous CPPI, nonetheless, the deadline for completion of the Viracopos airport licensing remained the same.

In April 2021, the Grupo de Consultores em Aeroportos (GCA), a consortium made up of various private companies and a potential bidder in the auction, filed a feasibility study with the Brazilian government for a new bidding process for the concession at Viracopos airport. Public consultation on the feasibility study was held in October 2021. After ANAC approval of the feasibility study on March 8, 2022, it was sent to the Tribunal de Contas da União. At the beginning of 2022, the process was suspended due to discussions between the concessionaire and ANAC about the non-depreciated assets to be indemnified, but on December 12, 2022 the minister of the Tribunal de Contas da União authorized the resumption of the process. In August 2023, however, Aeroportos Brasil formalized to the federal government a request to end the rebidding process and remain in charge of the terminal concession. The concessionaire is still awaiting a response from the Federal Government.

For more information, see “Item 4.B. Business Overview—Airports and Other Facilities and Properties—Airports” and “Item 8.A. Consolidated Statements and Other Financial Information—Legal Proceedings.”

The failure to adhere to LGPD or other privacy laws enacted in Brazil and/or other jurisdictions may adversely affect our reputation, business, financial condition, or results.

We are subject to the legislation of protection of personal data, such as the Internet Civil Framework (Law No. 12,965/2014), and Law 13,709/2018, a comprehensive data protection law establishing general principles and obligations that apply across multiple economic sectors and contractual relationships (Lei Geral de Proteção de Dados), or the LGPD, as well as its related regulations, including those published by the National Data Protection Authority (“ANPD”).

The LGPD went into effect on September 18, 2020, after the former President Bolsonaro sanctioned into law Provisional Measure 959/2020, pursuant to Article 62, §12, of the Federal Constitution. The administrative sanctions under LGPD went into effect in August 2021. The LGPD established a new legal framework to be observed in personal data processing operations and provides for the rights of the ownership of personal data, the legal bases that allow the processing of personal data, requirements for obtaining consent, obligations and requirements for security incidents and leaks, domestic and international data transfers, as well as authorization for the creation of ANPD.

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Since the LGPD sanctions went into effect, non-compliance by us or by any of our subsidiaries may result in judicial action by the holders of personal data (as provided for in the LGPD), or in judicial or extrajudicial action by consumer protection bodies. In addition, we and our subsidiaries may be subject to sanctions, in an isolated or cumulative manner, or may, separately or cumulatively, be subject to (i) warning with an indicative deadline for the adoption of corrective measures, (ii) obligation to disclose incidents, (iii) partial suspension of our database operations for a maximum period of six months, renewable for an equal period, until the controller’s processing activity is reestablished, in case of recurrence; (iv) partial suspension of activities related to data processing for a maximum period of six months, renewable for an equal period, until the controller’s processing activity is reestablished, in case of recurrence; (v) temporary blocking, or deletion, of personal data; (vi) partial or total prohibition of activities; and (vii) a fine of up to 2% of our revenues in Brazil in its previous fiscal year, excluding taxes, up to R$ 50,000,000 per infraction. Further, we may be held liable for material, moral, individual or collective damages caused due to non-compliance with the obligations established by LGPD.

Failures in the protection of the personal data processed by us, as well as a failure to comply with the applicable legislation, may result in the application of significant fines, disclosure of the incident to the market, the obligation to eliminate the personal data from the relevant database, and the suspension of access to our databases and prohibition of our activities related to the processing of compromised data, which may adversely affect our reputation, business, financial condition or results. Accordingly, failure to protect personal data processed by us or any failure to implement adequate data protection measures in response to applicable legislation may subject us to additional costs such as the payment of fines and indemnities, implementation of adjustment measures, and loss of business, in addition of civil sanctions, which may adversely affect our reputation and results.

See “Item 4.B. Business Overview—Data Protection.”

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 have an adverse effect on us.

Historically, international and local fuel prices have been subject to wide price fluctuations based on geopolitical issues and supply and demand. Fuel expenses, constitute a significant portion of our total operating expenses, accounting for 34.9% for the year ended December 31, 2023, 45.2% for the year ended December 31, 2022, and 32.8% for the year ended December 31, 2021. 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 us. Natural disasters or other large unexpected disrupting events in regions that normally consume significant amounts of other energy sources could have a similar effect.

In addition, because Russia is one of the world’s largest oil exporters, global developments relating to Russia’s invasion of Ukraine in February 2022, and resulting export restrictions, have caused shortages in the availability of aircraft fuel, including as a result of targeted sanctions and export control measures imposed by the United States and foreign government bodies. Furthermore, the conflict among Israel and militant groups in the Middle East (including Hamas) has caused, and may continue to cause, increased volatility in oil prices, which effects may be exacerbated by disruptions in seaborne trade routes in the region. There is no assurance that supply shortages and disruption will not become more severe, and we cannot predict the continued impact of sanctions, export control measures and trade disruptions, or the impact of any further retaliatory actions that may be taken by government bodies. Shortages in the availability of, or increases in demand for, crude oil in general, other crude oil-based fuel derivatives and aircraft fuel in particular have resulted, and could continue to result, in increased fuel prices.

We cannot predict the price and future availability of fuel 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 even though we have been able to adjust our fares adequately to protect us from this cost, we may not be able to do so in the future.

We purchase fuel from distributors in Brazil. In 2023, we purchased fuel mainly from Raízen Combustíveis Ltda, Air BP Brasil Ltda and Vibra Energia (f/k/a BR Distribuidora), being Raízen Combustíveis Ltda the responsible for the provision of 70% of our fuel. Usually, fuel supply contracts are terminated for many reasons, including non-compliance with some contractual obligations, non-payment of invoices, and in the event of judicial or extrajudicial liquidation. In addition, distributors may be unable to guarantee fuel supply, for example due to difficulties in its import or distribution activities. If we were unable to obtain fuel on similar terms from alternative suppliers, our business would be adversely affected. The agreement we executed with Vibra Energia enables us to lock in the cost of the jet fuel that we will purchase in the future. Accordingly, in case this agreement is terminated, we might be required to enter into alternative hedging or pay higher prices, which could adversely affect us.

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We have a significant amount of indebtedness and other financial obligations and insufficient liquidity may have a material adverse effect on our financial condition and business.

We have a significant amount of indebtedness and other financial obligations, including aircraft lease and debt financings, and other material cash obligations. For more information on our loans and financings, see “Item 5. Operations and Financial Review and Prospects—Loans and Financings.” In addition, we have substantial commitments for capital expenditures, including commitments for future aircraft acquisitions. Although our cash flows from operations and available capital, including the proceeds from financing transactions, have been sufficient to meet our obligations and commitments to date, our liquidity has been, and may in the future be, negatively affected by the risks described in this annual report, including the risks described under “—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 adversely affect us and our ability to obtain financing on acceptable terms”.

If our liquidity is materially diminished and we are unable to raise funding as and when required, we might not be able to timely pay our leases and debt obligations or comply with the operating and financial covenants under our financing and other agreements. See “—We may not be able to comply with the covenants and restrictions contained in our financing agreements, which could result in declaration of an event of default and acceleration of the maturity of indebtedness, causing an adverse effect on us.” In addition, the covenants and restrictions contained in our debt securities, loans, aircraft leases and aircraft debt financing may limit our access to new financing lines for the execution of our investment plan, as well as for cash availability, which may adversely affect our business and operational results.

Our substantial level of indebtedness and non-investment grade credit rating, as well as market conditions and the availability of assets as collateral for loans or other indebtedness may make it difficult for us to raise additional capital if needed to meet our liquidity needs on acceptable terms, or at all. In addition, in response to the effects of the COVID-19 pandemic (including travel restrictions and decreased demand) and other economic events, in recent years we have taken numerous measures to protect our operations and liquidity, significantly reducing fixed and variable costs, deferring certain lease obligations and rolling over and extending certain debt. In particular, in 2023, we completed a series of restructuring and capital raising transactions to strengthen our capital structure and improve our cash generation, which included (i) reductions in, and the reprofiling of, our obligations with certain aircraft lessors and original equipment manufacturers (“OEMs”), including the issuance of the Lessor/OEM Notes (as defined under “Item 4. Information on the Company—Business Overview—Restructuring”), (ii) exchange offers and consent solicitations, including the issuance of 2029 Notes and 2030 Notes (each as defined under “Item 4. Information on the Company—Business Overview—Restructuring”), (iii) amendments to our convertible debentures, (iv) the issuance of Initial 2028 Notes (as defined under “Item 4. Information on the Company—Business Overview—Restructuring”), and (v) the issuance of the ALAB non-convertible debentures due 2024. For more information on these restructuring and capital raising transactions, see “Item 4. Information on the Company—Business Overview—Restructuring.”

We cannot guarantee that our cash preservation and cost reduction initiatives will be sufficient to maintain sufficient liquidity, and we may be required to seek additional short-term liquidity or long-term financing. There can be no assurance as to the availability of any such financing or, if available, if their terms will be acceptable.

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 adversely affect us 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, low or negative GDP growth, unfavorable exchange rates, increased business operating expenses, reduced consumer confidence and reduced consumer purchasing power, can reduce spending for both leisure and business travel. For some consumers, leisure travel is a discretionary expense, and short-haul travelers, in particular, have the option to replace air travel with surface travel. As a result of the COVID-19 pandemic, businesses and other travelers have increasingly foregone air travel by using communication alternatives such as videoconferencing, business communication platforms, and the Internet and there can be no assurance that levels of business travel will return to pre-COVID-19 levels. For more information on risks related to the COVID-19 pandemic, see “—The outbreak of highly contagious diseases worldwide, such as the COVID-19 pandemic, had, and may in the future continue to have, a material adverse effect on our business, financial condition, liquidity and results of operations.”

In particular, the recent recession in the Brazilian economy and political instability has adversely affected industries with significant spending in travel, including government, oil and gas, mining and construction. In addition to decreases in load factors, reduced spending on business travel also affects the quality of demand, resulting in our inability to sell as many high-yield tickets.

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In addition, we cannot predict macroeconomic developments or their impact on us, including exchange rate volatility and increased fuel prices, especially in the context of the war between Russia and Ukraine, the conflict among Israel and militant groups in the Middle East (including Hamas) and the continuing political and social tension caused by the 2022 presidential election in Brazil, but we continue to expect to face inflationary pressures. In particular, because we may not be able to delay paying for significant amounts of our fuel costs or otherwise mitigate the cost of fuel price increases, we may not be able to adjust fuel costs in our ticket prices, and fuel price increases may materially and adversely affect us.

Any material change to the global financial markets or the Brazilian economy, caused by any factor, including pandemics other regional or international outbreaks and/or military conflicts, market turmoil associated with the failure of banks, internal or external factors sustaining persistent inflation, among other factors, may increase short- and long-term local interest rates, hinder both our access to new favorable financing terms and issuances of securities, as well as affect our growth and investment plans. An increasingly unfavorable economic environment would likely adversely affect us. In addition, a significant instability of the credit, capital and financial markets could result in increasing our borrowing costs, adversely affecting us.

We may not be able to continue to obtain 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 adversely affect us and our growth strategy. These factors could also adversely affect our ability to obtain financing on acceptable terms and our liquidity in general.

Because the airline industry is characterized by high fixed costs and relatively elastic revenues, airlines cannot quickly reduce their costs to respond to shortfalls in expected revenue and this may harm our ability to attain our strategic goals.

The airline industry is characterized by low gross profit margins; high fixed costs, such as aircraft ownership and leasing, headquarters facility and personnel, information technology system license costs, training and insurance expenses; and revenues that generally exhibit substantially greater elasticity than costs. The operating costs of each flight do not vary significantly with the number of passengers flown and, therefore, a relatively small change in the number of passengers, fare pricing or traffic mix could have a significant effect on operating and financial results.

We expect to incur additional fixed costs, including contractual debt, as we lease or acquire new aircraft and other equipment we operate to implement our growth strategy or other purposes. Based on our current firm orders, we have contractually assumed the commitment to acquire 127 aircraft, 96 directly from manufactures and 31 from lessors.

As a function of our fixed costs, we may (i) have limited ability to obtain additional financing; (ii) be required to dedicate a significant part of our cash flow to fixed costs resulting from leases and debt for aircraft; (iii) incur higher interest or leasing expenses for 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 to manage our fixed costs on favorable terms or at all.

As a result of the foregoing, we may be unable to quickly adjust our fixed costs in response to changes in our revenues. A shortfall from expected revenue levels could have a material adverse effect on us.

Changes to the Brazilian civil aviation regulatory framework, or other policies of the Brazilian government in relation to the aviation industry, may adversely affect us.

Brazilian aviation authorities monitor and influence the developments in Brazil’s airline market. For example, in July 2014, ANAC published new rules governing the allocation of slots at the main Brazilian airports, which consider operational efficiency (on-time performance and regularity) as the main criteria for the allocation of take-off and landing slots at Brazilian airports. The policies of Brazilian aviation authorities, including ANAC, may adversely affect us and our operations.

Further, in December 2018, the former Brazilian president approved Provisional Measure MP 863/2018, which lifts restrictions on foreign ownership of Brazilian airlines’ voting stock. On June 17, 2019, the Provisional Measure MP 863/2018 was converted into de Law No 13.842/2019, amending the Brazilian Aeronautical Code, and allowed 100% of the voting stock of a company belonged to foreigners. See “Item 4.B. Business Overview—Restrictions on the Ownership of Shares in Air Transportation Service Providers.”

For a description of recent changes to the Brazilian civil aviation regulatory framework, see “Item 4.D. Regulation—Airport Infrastructure.” For a description of recent changes to and pending legislation regarding the Brazilian civil aviation regulatory framework, see “Item 4.B. Business Overview—Pending Legislation.”

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Changes to the Brazilian civil aviation regulatory framework, including the policies of ANAC and/or INFRAERO, as well as other aviation supervisory authorities, including the Brazilian Aeronautical Code, could increase our costs and change the competitive dynamics of our industry and may adversely affect us. In addition, other policies of the Brazilian government in relation to the aviation industry, may adversely affect us. For example, in December 2023, in response to concerns of the Brazilian government in relation to rising airfares, Azul agreed to cap airfares on a certain number of domestic tickets at specified prices, and other airlines in Brazil also agreed to certain capped airfares. There can be no assurance that the Brazilian government will not continue to seek to impose additional price restrictions on airfares, and any such measures could have a material impact on our business, financial condition and results of operations. Furthermore, we cannot guarantee that any of the operating concessions that we hold will be renewed or that we will obtain new concession. 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 us.

We operate in a highly competitive industry and actions by our competitors could adversely affect us.

We face intense competition on certain routes in Brazil from existing scheduled airlines, charter airlines and potential new entrants in our market and also with regards to our business units TudoAzul, Azul Cargo and Azul Viagens. In particular, we face strong competition in a limited number of routes and markets where our network overlaps with that of our main competitors. As of December 31, 2023, 25% and 12% of our domestic network overlapped with that of Gol and LATAM, respectively. 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 us. Our growth and the success of our business model could stimulate competition in our markets through the development of similar strategies by our competitors. If these competitors adopt and successfully execute similar business models, we could be adversely affected.

We may face increased competition from existing and new participants in the Brazilian market. In addition, any consolidation of airlines in Brazil and Latin America could adversely impact our business, financial condition and results of operations. The air transportation sector is highly sensitive to price discounting and the use of aggressive pricing policies. Changes in practices, including with respect to change and cancellation fees as a result of the COVID-19 pandemic has led to further pricing changes among our competitors. 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 and we cannot guarantee 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. We may also face competition from international airlines as they introduce and expand flights to Brazil. In addition to competition among scheduled airlines and charter operators, the Brazilian airline industry faces competition from ground transportation alternatives, such as interstate buses and automobiles. Finally, the Brazilian government and regulators could give preference to new entrants or provide support to our competitors, for example, when granting new and current slots in Brazilian airports, as previously occurred with respect to new slots at Congonhas airport.

In addition, technology advancements may limit the desire for air travel. For example, new developments in 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.

Furthermore, our TudoAzul program faces significant competition from the loyalty programs of other large commercial airlines and loyalty or frequent traveler programs offered by other airlines and credit card companies. Potential members have many frequent flyer program alternatives and choose among alternatives based upon factors such as accrual and redemption rate, airline partners, co-branding partners, benefits and reputation. Other loyalty programs, as well as travel-centric proprietary credit cards may increase the rates at which card members can earn points or enhance the redemption rate for points, such that customers may perceive other loyalty programs or travel-centric credit cards as providing better value than the TudoAzul program and TudoAzul program branded credit cards. In addition, new competitors may target TudoAzul’s business partners and members or enter the loyalty marketing industry.

Our Azul Viagens business faces significant competition, including from travel agencies, tour operators, online travel agencies and marketplaces and business-to-business (B2B) travel agencies. The success of the Azul Viagens business depends on the attractiveness of the business model of the intermediation of tourism services provided to its customers. The performance and growth prospects of the Azul Viagens business could be adversely affected if it fails to anticipate and react to changes in market trends and customer preferences. Our Azul Viagens business is also subject to risks of disintermediation in the tourism sector, which is the risk that customers purchase the travel packages offered by the Azul Viagens business directly from its suppliers, such as hotel chains, car hire companies, cruise operators and insurance providers.

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We cannot assure you that an increase in competition faced by TudoAzul or by Azul Viagens will not have an adverse effect on the growth of our business with respect to TudoAzul, Azul Viagens or in general. If we are unable to adjust rapidly to the changing nature of competition in our markets, it could have an adverse effect on us.

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

As a result of the competitive environment in which we operate, 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 could increase their scale, diversity and financial strength and may have a competitive advantage over us, which would adversely affect us. Consolidations in the airline industry and changes in international alliances are 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 than us.

We routinely engage in analysis and discussions regarding our own strategic position, including alliances, codeshare arrangements, investments, acquisitions, interline arrangements and loyalty program enhancements, and may have future discussions with other airlines regarding similar arrangements. To the extent we act as consolidators, we may not be able to successfully integrate the business and operations of companies acquired, governmental approvals may be delayed, costs of integration and fleet renovation may be greater than anticipated, synergies may not meet our expectations, our costs may increase and our operational efficiency may be reduced, all of which would negatively affect us. To the extent we do not engage in such consolidations, our competitors may increase their scale, diversity and financial strength and may have a competitive advantage over us, which would negatively affect us, including our ability to realize expected benefits from our own strategic partnerships.

We are subject to costs and risks associated with increased or changing laws and regulations affecting our business, including those relating to the sale of consumer products. Specifically, developments in data protection and privacy laws could harm our business, financial condition or results of operations.

We operate in a complex regulatory and legal environment that exposes us to compliance and litigation risks that could materially affect our results of operations. These laws may change, sometimes significantly, as a result of political, economic or social events. Some of the federal, state or local laws and regulations in Brazil that affect us include: those relating to consumer products, product liability or consumer protection; those relating to the manner in which we advertise, market or sell products; labor and employment laws, including wage and hour laws; tax laws or interpretations thereof; data protection and privacy laws and regulations; and securities and exchange laws and regulations.

For instance, data protection and privacy laws are developing to take into account the changes in cultural and consumer attitudes towards the protection of personal data and may be interpreted in a manner that is detrimental to our operations. There can be no guarantee that we will have sufficient financial resources to comply with any new regulations or successfully compete in the context of a shifting regulatory environment.

Any additional laws or regulations enacted or approved in Brazil or in other jurisdictions in which we operate could impose regulatory obligations not previously foreseen by us, causing us to incur additional costs to implement operational and systemic changes or controls within the required deadlines, or risk having our operations restricted if we were not able to do so.

We depend significantly on automated systems and any cyberattacks, breakdown, hacking or changes in these systems may adversely affect us.

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. Our website and ticket sales system must accommodate a high volume of traffic and deliver important flight information and the increase in work-from-home arrangements since the onset of the COVID-19 pandemic has the potential to enhance cybersecurity risks. Substantial or repeated website, ticket sales, scheduling or telecommunication systems failures (including misconfigurations, bugs, and other vulnerabilities in software and hardware that support our operations) could reduce the attractiveness of our services and could cause our customers to purchase tickets from another airline. Any interruption in these systems or their underlying infrastructure could result in the loss of important data, increase our expenses and generally harm us.

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These interruptions may include but are not limited to telecommunications failures, computer hackings, computer viruses, employee malfeasance, worms or other disruptive software, or other malicious activities. In particular, both unsuccessful and successful cyberattacks on companies have increased in frequency, scope and potential harm in recent years.

We and our business partners have been the target of cybersecurity attacks and data breaches in the past and expect that we will continue to be in the future. We reacted and responded to these cybersecurity attacks in accordance with the applicable legal requirements, our own approved cybersecurity protocols, as well as our commercial partners’ standards, but we cannot ensure that our responses will be sufficient to prevent or mitigate the potential adverse impacts of these incidents, which may be material. Furthermore, there can be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our systems and information. In addition, despite efforts to maintain and improve the security of digital information, individuals, including employees or contractors, may be able to circumvent the security measures we put in place, and we may be unable to anticipate new techniques used for these attacks and intrusions and implement adequate preventative measures.

The costs associated with a major cyberattack 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, as cyber security incidents become more frequent, intense, and sophisticated, the costs of proactive defensive measures may increase. Moreover, 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 impact our brand and result in damage to our reputation, which could adversely impact customer and investor confidence. We may also implement certain changes to our systems that may result in breakdowns, reduced sales, fleet and network mismanagement or telecommunications interruptions, all of which would negatively affect us.

Furthermore, we are subject to evolving global privacy and security regulatory obligations, including reporting obligations in respect of material cybersecurity incidents, and an increasing customer focus on privacy issues and data security. See “—The failure to adhere to LGPD or other privacy laws enacted in Brazil and/or other jurisdictions may adversely affect our reputation, business, financial condition, or results.” A significant number of recent privacy and data security incidents, including those involving other large airlines, have resulted in very substantial adverse financial consequences to those companies. The compromise of our technology systems resulting in the loss, disclosure, misappropriation of, or access to, customers’, employees’ or business partners’ information could result in legal claims or proceedings, liability, fines, damages, sanctions or other regulatory penalties under laws protecting the privacy of personal information or disruption to our operations. A significant number of recent privacy and data security incidents, including those involving other large airlines, have resulted in very substantial adverse financial consequences to those companies.

Over the past few years, there has been a global trend of increasing security threats, including, but not limited to, phishing and malware and ransomware campaigns, exploitation of video collaboration vulnerabilities among other issues. Such security threats are expected to accelerate even more on a global basis in frequency and magnitude as threat actors become increasingly sophisticated in leveraging techniques and tools (including artificial intelligence) that circumvent security controls, evade detection and even remove forensic evidence. In addition, the increase in employees working from home as a response to the COVID-19 pandemic and longer-term shifts towards remote or hybrid work may increase cybersecurity risks due to vulnerabilities associated with remote or hybrid work. Moreover, the risk of cyberattack may be heightened in the context of the ongoing war between Russia and Ukraine, and in response to the sanctions imposed, which could adversely affect our ability to maintain or enhance our cybersecurity and data protection measures, and government officials in various jurisdictions have called for increased cybersecurity and vigilance.

Any of these occurrences could result in a material adverse effect on us.

We, our reputation, and the price of our preferred shares, including in the form of ADSs, could be adversely affected by events outside 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 lease agreements to carry liability insurance. The amount of liability insurance we maintain may not be adequate, and events not covered by insurance may occur, 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, our aircraft or the air transport system, due to safety concerns or other problems, whether real or perceived, which would harm our reputation, financial results and the market price of our preferred shares, including in the form of ADSs.

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We may also be affected by other events that affect travel behavior or increase costs, such as the potential of epidemics or acts of terrorism. These events are outside of our control and may affect us even if occurring in markets where we do not operate and/or in connection with other airlines. Uncertainty surrounding the Russia-Ukraine conflict, the escalation conflict in the Middle East, or other sustained geopolitical events may affect our operations in unpredictable ways. Any future terrorist attacks or threats of attacks, whether or not involving commercial aircraft, any increase in hostilities relating to reprisals against terrorist organizations, including an escalation of military involvement in the Middle East, or otherwise and any related economic impact, could result in decreased passenger traffic and materially and adversely affect us.

Demand for air travel may be adversely impacted by events beyond our control, such as adverse weather conditions and natural disasters, terrorist attacks, war or political and social instability. Epidemics and outbreaks such as the COVID-19 pandemic, Zika virus, Ebola, avian flu, foot-and-mouth disease, swine flu, Middle East Respiratory Syndrome, or MERS, and Severe Acute Respiratory Syndrome, or SARS, may also result in quarantines of our personnel or an inability to access facilities or our aircraft, which would harm us, our reputation, and the market value of our common shares and preferred shares, including in the form of ADSs. The outbreak of diseases such as COVID-19 could result in significant decreases in passenger traffic and the imposition of government restrictions in service and could have a material adverse impact on the airline industry. Situations such as these, or other conditions beyond our control, in one or more of the markets in which we operate could have a material impact on our business, financial condition and results of operations. Furthermore, the current spread of COVID-19 and other adverse public health developments could have a prolonged effect on air travel demand and any prolonged or widespread effects could significantly impact our operations.

Natural disasters, severe weather conditions and other events outside of our control may affect and disrupt our operations. In 2018, a truckers’ strike disrupted the distribution of fuel supplies throughout Brazil, affecting flights as well as passengers’ ability to commute to and from airports for a period of approximately 10 days. About 37 airports in which Azul operates ran out of fuel, and some airports remained closed for three days.

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 us.

The outbreak of highly contagious diseases worldwide, such as the COVID-19 pandemic, had, and may in the future cause, a material adverse effect on our business, financial condition, liquidity and results of operations.

Disease outbreaks, such as the COVID-19 pandemic, or potential disease outbreaks, and governmental responses thereto had, and may in the future cause, a severe impact on global and Brazilian macro-economic and financial conditions, including the disruption of supply chains and the closures or interruptions of many businesses, leading to losses of revenues, increased unemployment and economic stagnation and contraction.

The COVID-19 pandemic also resulted in materially increased volatility in both Brazilian and international financial markets and economic indicators, including exchange rates, interest rates and credit spreads. For example, as a result of heightened volatility, the value of assets in the B3, decreased significantly and quickly in the month of March 2020, triggering their circuit breaker eight times. Any shocks or unexpected movements in these market factors resulted and could continue to result in financial losses associated with our trading portfolio or financial assets, which could deteriorate our financial condition. Measures taken by governmental authorities worldwide, including Brazil, to stabilize markets and support economic growth may not be sufficient to control high volatility or to prevent serious and prolonged reductions in economic activity. Moreover, as a result of the COVID-19 pandemic, the availability of credit line facilities became restricted, which adversely impacted and could further adversely impact our financial expenses and ability to finance our operations.

In addition, the social distancing measures imposed by governmental authorities to contain the spread of the COVID-19 pandemic (such as quarantine measures, travel restrictions, cancellation of business conventions and concerts, among others) resulted in a sharp drop in air travel in 2020 and 2021, and we experienced a precipitous decline in passenger demand and bookings for both business and leisure travel. Such measures coupled with the market downturn caused by the COVID-19 pandemic had, and may in the future continue to have, a negative impact on our performance across our business and results of operations. While cases have declined globally and many of these restrictions have since been lifted, there is no way to predict whether new patterns of contagion, increasing disease severity or other factors related to the COVID-19 pandemic or other disease outbreaks, including access to, or the efficiency of, any vaccines developed in response to any pandemic, may result in a renewed tightening of these policies or the imposition of new and different restrictions.

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In April 2020, in light of the uncertainty due to the COVID-19 pandemic that was affecting the demand for air traffic, we operated 70 non-stop flights per day to 25 cities, representing a 90% reduction of our consolidated planned capacity in terms of ASKs for the month of April 2020. Thus, in response to the COVID-19 pandemic, in 2020 we significantly reduced capacity from our original plan. Although in 2022 and 2023 there was an increase in air passenger volumes (according to data released by ANAC, the Brazilian civil aviation regulator, 91 million people were transported by airplanes in 2023 in Brazil, an increase of 11.2% compared to 2022 and 2021, respectively), there can be no assurance that demand for air travel may decrease in the future. While in 2022 leisure travel demand surpassed pre pandemic levels, corporate demand did not return to pre pandemic levels, and we will continue to evaluate the need for further flight schedule adjustments throughout 2024.

We also announced several measures to reduce fixed costs and preserve our cash position. Ultimately, cost-saving measures that we implemented from 2020 to 2023, or may consider in the future, have not made up, and may not in the future make up, for the loss in cash as a result of decreased ticket sales and cancellations and could also negatively affect our service to customers.

Following a faster than expected return of demand for air travel as COVID-19 cases declined worldwide and governments lifted travel restrictions, suppliers and many of the airports we serve experienced acute shortages of personnel, resulting in increased delays, cancellations and, in certain cases, restrictions on passenger numbers or the number of flights to or from certain airports. Further, we have experienced difficulties in recruiting and retaining sufficient personnel to operate significantly increased schedules, and have in some instances been required to offer significant increases in pay and other benefits to recruit and retain pilots and other personnel. We cannot guarantee that, as a result of ongoing or future supply chain disruptions or staffing shortages, we, our third-party partners, or the airports we serve will be able to timely source all of the products and services we require in the course of our business, or that we will be successful in procuring suitable alternatives.

Moreover, the ability to attract and retain passengers depends, in part, upon our perception and reputation and the public’s concerns regarding the health and safety of travel generally, especially regarding airline travel. Actual or perceived risk of infection on our flights had and could continue to have a material adverse effect on the public's comfort with air travel, which could harm our reputation and business. We expect to continue to incur COVID-19-related costs as we sanitize airplanes and implement additional hygiene-related protocol to airplanes and take other action to limit infection among our employees and passengers. In addition, the industry may continue to be subject to enhanced health and hygiene requirements in attempts to counteract future outbreaks, which requirements may be costly and take a significant amount of time to implement.

Disease outbreaks, such as the COVID-19 pandemic, may also exacerbate other risks described in this “Risk Factors” section, including, but not limited to, our competitiveness, demand for our services, shifting consumer preferences and our substantial amount of outstanding indebtedness.

Changes in the credit ratings issued by credit rating agencies could adversely affect our ability to raise funding, our cost of financing and the market price of our securities.

Credit rating agencies rate our securities on factors that include operating results, actions taken by us and our subsidiaries, their view of the general outlook for the airlines industry and their view of the general outlook for the economy. Actions taken by the rating agencies can include (i) maintaining, upgrading or downgrading our rating, or (ii) placing us on a watch list for possible future downgrading.

Our credit rating was: (i) downgraded by S&P to B (in March 2020), to CCC+ (in March 2021, and reaffirmed in February 2023 with a negative outlook), and upgraded to B- (in July 2023 with stable outlook); (ii) downgraded by Fitch to B (in March 2020), to CCC+ (in March 2021), and to CCC- (in February 2023), and upgraded to B- (in July 2023 with stable outlook); (iii) downgraded by Moody’s to B1 (in March 2020), to CCC+ (in March 2021), and Caa2 (in February 2023), and upgraded to Caa1 (in July 2023 with a positive outlook). The downgrades of our ratings were based on a number of factors, including the financial impacts of the COVID-19 pandemic. If our credit ratings were to be further downgraded, or general market conditions were to ascribe higher risk to our ratings levels, the airline industry, or us, our business, financial condition and results of operations would be adversely affected.

Ratings are limited in scope, and do not address all material risks relating to any debt securities, but rather reflect only the views of the rating agencies at the time the ratings are issued.

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Our ability to access the capital markets is in part driven by our ratings and any downgrading the credit rating of our securities or placing Azul on a watch list for possible future downgrading could, among other things: (i) limit our access to the capital markets or otherwise adversely affect the availability of other new financing on favorable terms, or at all; (ii) result in more restrictive covenants in agreements governing the terms of any future indebtedness that we may incur; (iii) increase our cost of financing; and (iv) adversely affect the market price and marketability of our outstanding securities.

There can be no assurance that such ratings or outlooks will remain in effect for any given period of time or that such ratings will not be lowered, suspended or withdrawn entirely by the rating agencies, if, in the judgment of such rating agencies, circumstances so warrant, and any such changes may have a material adverse effect on us.

Our insurance expenses may increase significantly as a result of a terrorist attack, war, aircraft accident, seizures or similar event, adversely affecting us.

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, aircraft accident, seizures 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, specifically Law 10744, of October 9, 2003, 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 above mentioned legislation, the Brazilian government may, at its sole discretion, suspend or cancel this assumption of liability. 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, war, aircraft accident, seizures 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 us.

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 us.

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, on us.

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 us and our growth strategy.

Slots at Congonhas airport in São Paulo are fully utilized. The Santos Dumont airport in Rio de Janeiro, which is important for our operations, has certain landing rights restrictions, including a cap of 6.5 million passengers annually imposed by the federal government which came into effect in January 2024. Several other Brazilian airports, for example Brasília, Salvador, Belo Horizonte (Confins), São Paulo (Guarulhos and Viracopos) 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, slots and destinations served, and obtain additional landing rights and slots, could materially adversely affect us. New operational and technical restrictions imposed by Brazilian authorities in the airports we operate or in those we may seek to operate may also adversely affect us. 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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Furthermore, we cannot assure that any investments will be made by the holders of concessions for the operators of the airports which serve our routes. [For example, as a result of the transfer of our operations to the passenger terminal at Viracopos airport, we signed a “Terminal Transfer Incentive Agreement” with Aeroportos Brasil which established a detailed construction schedule for this terminal and gave us certain rights to impose penalties in the event of noncompliance. Due to the fact that Aeroportos Brasil has not complied with certain contractual obligations under this agreement, we have retained 40% of the airport landing tariffs since February 2017. As a result of this retention, Aeroportos Brasil filed a collection action against us, which was settled in May 2018. Pursuant to the settlement agreement, we agreed to carry out certain parts of the construction of the new terminal at Viracopos Airport using the airport landing tariffs retained from Aeroportos Brasil. For more information, see “Item 4.B. Business Overview—Airports and Other Facilities and Properties—Airports” and “Item 8.A. Consolidated Statements and Other Financial Information—Legal Proceedings.”

Increases in labor benefits, union disputes, strikes, and other worker-related disturbances may adversely affect us.

Our business is labor intensive. Our expenses related to our workforce (salaries and benefits) represented 14.3%, 13.5% and 17.6%, of our total operating expenses for the years ended December 31, 2023, 2022 and 2021, respectively. All Brazilian airline employees, including ours, are represented by regional aviation unions and by two national labor unions: (i) the National Pilots’ and Flight Attendants’ Union (Sindicato Nacional dos Aeronautas) and (ii) the National Aviation Union (Sindicato Nacional dos Aeroviários). Negotiations regarding cost-of-living increases and salary payments are conducted annually between these 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 federal legislation and are not subject to labor negotiations. Future terms and conditions of collective agreements could become costlier for us as a result of an increase in threats of strikes and binding negotiations between the unions and SNEA. Furthermore, certain employee groups such as pilots, mechanics and other airport personnel have highly specialized skills and cannot be easily replaced. 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 us 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, or the Labor Prosecution 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 us. For example, in February 2017, the Public Labor Prosecutor’s Office filed a lawsuit against us claiming that we have allegedly violated certain labor regulations, including limitations on daily working hours and resting periods. The Public Labor Prosecutor’s Office claimed approximately R$66 million in punitive damages.

A failure to implement our growth strategy may adversely affect us.

Our growth strategy and the consolidation of our leadership in terms of markets served 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, slots and permitted destinations 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 or other operational restrictions 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.

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 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.

We cannot guarantee that we will be successful in the implementation of our growth strategy and the consolidation of our leadership in terms of markets served and, as a result, 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 our operations or the expansion of our operations and, consequently, adversely affect us, our financial results and our growth strategy.

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Our current business plan contemplates the continued addition of Airbus and Embraer aircraft to replace older generation aircraft and serve high-density markets. Disruptions or changes in the manufacturers’ delivery schedules for our new Embraer and Airbus aircraft have affected and may continue to affect our operations and might negatively affect us because we may not be able to accommodate increased passenger demand or develop our growth strategies.

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 that could adversely affect us.

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 fixed costs. High daily aircraft utilization 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 lower daily aircraft utilization rates and customer dissatisfaction due to any resulting delays or missed connections, which could adversely affect us.

Any expansion of our business activities will require us to incur additional and possible expenses and we may be unsuccessful in generating a profit from any such new activities, potentially adversely affecting us.

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. As part of our growth strategy, we periodically acquire additional aircraft, including different types of aircraft than the ones we currently operate or have operated in the past, and 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. We cannot assure you that we will be able to successfully operate these new aircraft and maintain our historical operating performance.

As the international and domestic markets develop and expand in Brazil, our expansion may also include additional acquisitions of existing service-related businesses, aircraft hangars and other assets and business that are expansions of or complementary to our core and ancillary business and responsive to our perceived needs 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, 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, as well as other market factors and conditions, it is possible 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, and in certain circumstances we may never turn a profit at all, in each case potentially adversely affecting us.

We may not be able to grow our operations to or in the United States and Europe and may be adversely affected if Brazil does not maintain a favorable safety assessment or if we fail to comply with the United States and European civil aviation regulatory frameworks.

We cannot assure you that the laws and regulations of the jurisdictions to which we fly (including, without limitation, immigration and security regulations, which directly affect passengers) will not change or that new laws adverse to us will not be enacted, and any such events may adversely affect us and our ability to continue and expand our operations internationally.

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For example, the FAA periodically audits the aviation regulatory authorities of other countries. As a result of their investigations, each country is given an International Aviation Safety Assessment, or IASA, rating. The IASA rating for Brazil is currently “Category 1,” which means that Brazil complies with the ICAO safety requirements. This allows us to continue our service from our hubs in Brazil to the United States in a normal manner and take part in reciprocal code-sharing arrangements with U.S. carriers. However, we cannot assure you that Brazil will continue to meet international safety standards, and we have no direct control over its compliance with IASA guidelines.

If Brazil does not maintain a favorable safety assessment or if we fail to comply with the United States and European civil aviation regulatory frameworks, our ability to continue or increase service to or in the United States and Europe could be restricted, which could in turn, adversely affect us.

We are highly dependent on our three hubs at Viracopos airport, Confins airport and Recife airport for a large portion of our business and as such, a material disruption at any of our hubs could adversely affect us.

Our business is heavily dependent on our operations at our three hubs at Viracopos airport, Confins airport and Recife airport. Many of our routes operate through these hubs, which account for a significant part of our daily arrivals and departures. Like other airlines, we are subject to delays caused by factors beyond our control and that could affect one or more of our hubs or other airports in any of the regions served by us. For example, in 2018, an incident with an aircraft from LATAM caused the closing of a runway at Confins airport, one of our main hubs, for 21 hours, which negatively impacted our operations and forced us to re-accommodate our passengers to new flights. Due to this geographical 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 any one or more of our hubs, which could have a material adverse impact on us. Furthermore, ANAC has granted concessions for the operation of Viracopos airport and Confins airport. We have no control over these concessions and cannot predict how the current concessions, any future concessions or the termination of any concessions could affect these airports.

For example, Aeroportos Brasil, which holds a concession for the operation of Viracopos airport from ANAC, filed for bankruptcy protection in 2018 as it has not complied with its contractual obligations relating to the construction of a new terminal. On February 14, 2020, creditors approved Aeroportos Brasil’s debt restructuring plan, which requires returning the concession for the operation of Viracopos airport to ANAC to initiate a new bidding process of the concession to a new operator. On February 18, 2020, the debt restructuring court approved the judicial recovery plan and on March 19, 2020, Aeroportos Brasil filed an application to ANAC for the rebidding of Viracopos airport, in compliance with the judicial recovery plan.

For more information, see “Item 4.B. Business Overview—Airports and Other Facilities and Properties—Airports” and “Item 8.A. Consolidated Statements and Other Financial Information—Legal Proceedings.” Any changes to these concessions could have a material adverse impact on us.

We fly and depend upon Embraer, ATR and Airbus aircraft, and we could suffer if we do not receive timely deliveries of aircraft, if aircraft from these companies become unavailable or subject to significant maintenance or if the public negatively perceives our aircraft.

As our fleet has grown, our reliance on Embraer, ATR and Airbus has also grown. As of December 31, 2023, our passenger operating fleet consisted of 57 Embraer E-Jets, 36 ATR aircraft, 55 Airbus narrowbody, and 11 Airbus widebody. Additionally, we are operating 24 Cessna Cavarans aircraft, with 9 passenger seats each.

Risks relating to Embraer, ATR and Airbus include: (i) our failure or inability to obtain Embraer, ATR or Airbus aircraft parts or related support services on a timely basis because of high demand or other factors, (ii) the issuance by the aviation authorities of directives restricting or prohibiting the use of Embraer, ATR or Airbus aircraft, (iii) the adverse public perception of a manufacturer as a result of an accident or other negative publicity or (iv) delays between the time we realize the need for new aircraft and the time it takes us to arrange for Embraer, ATR and Airbus or from a third-party provider to deliver this aircraft.

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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. We 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 and our growth strategy.

The occurrence of any one or more of these factors or the suspension of operations could restrict our ability to use aircraft to generate profits, respond to increased demands or could limit our operations and adversely affect us.

If the subleases and/or the renegotiation are not carried out, we may be obliged to restructure our plan of measures intended to address the impacts of the pandemic. In the event we are no able to carry out these agreements, we cannot guarantee that we will be able to take the appropriate measures, on favorable conditions, within a reasonable time. Furthermore, if the non-effectuation of transactions is not consensual, we may be subject to litigious procedures involving the parties involved in the transactions, which have the potential to result in relevant costs and expenses, adversely affecting us.

We could be adversely affected by expenses or stoppages associated with planned or unplanned maintenance on our aircraft, as well as any inability to obtain spare parts on time.

As of December 31, 2023, Azul had a passenger operating fleet of 183 aircraft and a passenger contractual fleet of 189 aircraft, with an average aircraft age of 7.4 years excluding Cessna aircraft. At the end of the fourth quarter of 2023, the 6 aircraft not included in our operating passenger fleet consisted of three Embraer E1s subleased to Breeze, one ATR and two Embraer E2s in the processing of exiting the fleet.

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. In the event we cannot renew our fleet, our scheduled and unscheduled aircraft maintenance expenses will increase as a percentage of our revenue in future years. Any significant increase in maintenance and repair expenses would have a material adverse effect on us.

Our business would be significantly harmed by unplanned stoppages or suspensions of operations associated with planned or unplanned maintenance due to mechanical issues. For example, if a design defect or mechanical problem with Embraer E-Jets, ATRs or Airbus aircraft were to be discovered, this would cause our aircraft to be grounded while such defect or mechanical problem was being corrected. We cannot assure you that we would succeed in obtaining all aircraft and parts to solve such defect or mechanical problem, that we would obtain such parts on time, or that we would succeed in solving such defect or mechanical problem even if we obtained such parts. This could result in a suspension of the operations of certain of our aircraft, potentially for a prolonged period of time, while we attempted to obtain such parts and solve such defect or mechanical problem, which could have a materially adverse effect on us.

Additionally, General Electric is the sole manufacturer and supplier of the CF34 engines on our Embraer E-Jets and together with Safran, through CFM International, of the LEAP engines on our next-generation Airbus A320neos, Pratt & Whitney is the sole manufacturer and supplier of the PW 127M engines on our ATR 72 aircraft and engines for our Embraer E2s aircraft, and Rolls Royce is the sole manufacturer of the Trent 700 and Trent 7000 engines for our A330 aircraft. As prices for the engines and parts are payable in U.S. dollars, they are subject to fluctuations in exchange rates and may result in us incurring substantial additional expenses in the event that the U.S. dollar appreciates. We have also outsourced all engine maintenance for our Embraer E-Jet and next-generation Airbus A320neo fleet to General Electric, for our ATR fleet to Pratt & Whitney, and the engine maintenance of our A330 fleet to Rolls Royce. If General Electric, Rolls Royce or Pratt & Whitney are unable to 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, incur substantial transition costs, or suffer from the suspension of the operations of certain of our aircraft due to the need for unscheduled or unplanned maintenance while these contractual obligations are not being performed.

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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 affect us.

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, baggage handling and television and internet services for our flights. 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. 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. Any of these third parties may fail to meet their service performance commitments, may suffer disruptions to their systems that could impact the fulfillment of their obligations, or the agreements with such third parties may be terminated. The failure of any third-party contractor to adequately perform their services, or other interruptions of services, may adversely affect us, including reducing our revenues and increasing our expenses or preventing us from operating our flights or providing other services to our customers. In addition, we, including our reputation, could be materially adversely affected if our customers believe that our services or facilities are unreliable or unsatisfactory.

We rely on partner airlines for codeshare and loyalty marketing arrangements and the loss of a significant partner through bankruptcy, consolidation, or otherwise, could adversely affect us.

Azul is a party to codeshare agreements with international air carriers United, TAP, JetBlue and Emirates, among others. These agreements provide that certain flight segments operated by us are held out as United, TAP, JetBlue or Emirates flights, as the case may be, and that certain United, TAP, JetBlue and Emirates flights, as the case may be, are held out for sale as Azul flights. In addition, these agreements provide that our TudoAzul members can earn points on or redeem points for United or TAP flights, as the case may be, and vice versa. We receive revenue from flights sold under these codeshare agreements. In addition, we believe that these frequent flyer arrangements are an important part of our TudoAzul program. The loss of a significant partner through bankruptcy, consolidation, or otherwise, could adversely affect us. We may also be adversely affected by the actions of one of our significant partners, for example, in the event of nonperformance of a partner’s material obligations or misconduct by such partner, which could potentially result in us incurring liabilities, or poor delivery of services by one of our partners, which could damage our brand.

We may be adversely affected if TudoAzul loses business partners or if these business partners change their policies in relation to the granting of benefits to their clients or take other decisions or actions that are beyond our control.

TudoAzul relies on main business partners for a significant portion of its gross billings. The current business partners of TudoAzul include (i) financial institutions, including Caixa, Itaú, Livelo (Banco do Brasil’s and Bradesco’s loyalty joint venture) and Santander, (ii) retailers, including Casas Bahia, Magazine Luiza and Fast Shop, and (iii) travel partners, including Accor, RentCars, Hertz, and Booking.com.

A decrease in points sold to any one of the significant partners of TudoAzul for any reason, including a temporary or permanent downturn in their business or financial condition, a decrease in their activity or their development of new loyalty strategies for their respective clients, could adversely affect the TudoAzul business and therefore our business, results of operations and financial condition. In addition, a decision by any one of these partners to not participate in the TudoAzul business could have a negative effect on our business, results of operations and financial condition.

Most agreements with the business partners of TudoAzul are relatively short-term agreements which may be terminated or renewed under different terms when they expire or are renewed prior to expiry. In addition, some of these agreements may be terminated prior to expiration in the case of certain breaches by a party to the agreement. Any such termination or inability to renew agreements with business partners of TudoAzul could have a material adverse effect on the business and results of TudoAzul.

The success of TudoAzul also depends in part on the decisions or actions of our partners that are beyond our control. Many of the business partners of TudoAzul may freely change their policies for accumulating, transferring and redeeming points, as well as develop their own platforms for clients to exchange points for rewards, including airline tickets issued by other airlines, and as a result reduce the gross billings of TudoAzul and demand for points. Changes in these policies may (i) make TudoAzul less attractive or efficient for the clients of its business partners, and (ii) increase competition in the loyalty sector, which in turn may reduce and the demand for points, increase downward pressure on the average price of points and harm the business of TudoAzul. If the loyalty program sector does not grow enough to absorb new participants or if TudoAzul does not adequately react to the market or to the policies of our partners, the business of TudoAzul may be adversely affected.

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In addition, financial institution business partners of TudoAzul may change the terms and conditions of the credit card accounts of their customers, including finance charges and other fees and required minimum monthly payments, in order to maintain their competitive position in the credit card industry or to comply with, among other things, regulatory guidelines, relevant law or prudent business practices. Changes in the terms of such credit card accounts may reduce the number of new accounts, the volume of credit card spend or negatively impact account retention, which in turn may reduce the number of points accrued and sold or impact TudoAzul, any of which could adversely affect the revenue generated by such partnerships.

No assurance can be given that TudoAzul’s business partners will not take actions that adversely affect the success of TudoAzul.

If actual redemptions by TudoAzul members are greater than expected, or if the costs related to redemption of reward points increase, we could be adversely affected.

We derive most of our TudoAzul revenues by selling TudoAzul points to business partners. The earnings process is not complete, however, at the time points are sold, as we incur most of our costs related to TudoAzul upon the actual redemption of points by our TudoAzul members. Based on historical data, the estimated period between the issuance of a TudoAzul point and its redemption is currently approximately nine months; however, we cannot control the timing of the redemption of points or the number of points ultimately redeemed. Since we do not incur redemption-related costs for points that are not redeemed, our profitability depends in part on the number of accumulated TudoAzul points that are never redeemed by our TudoAzul members, or “breakage.” We experience breakage when TudoAzul points are not redeemed for any number of reasons.

Our estimate of breakage is based on historical trends. We expect that breakage will decrease from historical amounts as TudoAzul expands its network of business partners and makes available a greater variety of reward options to our TudoAzul members. We seek to offset the anticipated decrease in breakage through our pricing policy for points sold. If we fail to adequately price our points or actual redemptions exceed our expectations, TudoAzul’s profitability, and consequently our own profitability, could be adversely affected. Furthermore, if actual redemptions exceed our expectations, we may not have sufficient cash on-hand to cover all actual redemption costs, which could materially adversely affect us.

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

Our business depends upon the efforts and skill of our senior management, including our Chairman, who has played a key role in establishing our corporate culture, and our 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 us.

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 an 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. In addition, there is increased scrutiny on companies' diversity, equity, and inclusion initiatives. As we grow, we may be unable to identify, hire, train or retain enough people who demonstrate our company culture, and who represent diverse backgrounds, experiences, and skill sets, or we may have trouble maintaining our company culture as we become a larger business. In addition, a negative perception of diversity, equity, and inclusion initiatives, whether due to our perceived over-or under- pursuit of such initiatives, may result in issues hiring or retaining employees, as well as potential litigation or other adverse impacts.

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 salaries 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 and/or retain skilled personnel could have an adverse impact on us.

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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 (including those of the United States and Europe), 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 substances, oils and waste materials. As far as civil liabilities are concerned, Brazilian environmental laws adopt a strict and joint liability regime. These laws and regulations are enforced by various governmental authorities. Non-compliance with such laws and regulations may subject the violator to administrative and criminal sanctions, in addition to the obligation to repair or to pay damages caused to the environment and third parties. Pursuant to Brazilian environmental laws and regulations, the piercing of the corporate veil of a company may occur to help provide enough financial resources for the recovery of damages caused against the environment. As far as civil liabilities are concerned, Brazilian environmental laws adopt a strict and joint liability regime.

In this regard we may be liable for violations by third parties hired to dispose of our waste, among other activities. Also, we may not hold all valid environmental licenses deemed necessary by the environmental authorities to perform our activities, which could subject us to financial fines, and depending on the degree of irregularity, may reach a value of up to R$10 million, or even the total or partial suspension of our activities, in accordance with Federal Decree No. 6,514/2008, in addition to indemnity fines. State and municipal laws and regulations may impose distinct administrative sanctions at lower or higher values than the above.

We are subject to risks associated with climate change, including increased regulation of our CO2 emissions, changing consumer preferences and the potential increased impacts of severe weather events on our operations and infrastructure.

Efforts to transition to a low-carbon future have increased the focus by global, regional and national regulators on climate change and GHG emissions, including CO2 emissions.

In particular, in 2016, ICAO adopted a resolution creating the Carbon Offsetting and Reduction Scheme for International Aviation (CORSIA), providing a framework for a global market-based measure to stabilize carbon dioxide emissions in international civil aviation (i.e., civil aviation flights that depart in one country and arrive in a different country). CORSIA is being implemented in phases, starting with the participation of ICAO member states on a voluntary basis during a pilot phase (from 2021 through 2023), followed by a first phase (from 2024 through 2026) and a second phase (from 2027 through 2035). ICAO member states have agreed that 2019 emissions would be used as the baseline for the CORSIA pilot phase (2021-2023) and that 85% of 2019 emissions would be used as the baseline for the remainder of CORSIA’s phases (2024-2035). Accordingly, ICAO member countries further agreed to a long-term aspirational goal of reaching net zero aviation emissions by 2050. Certain CORSIA program details remain to be developed and could potentially be affected by political developments in participating countries or the results of the program. In 2020, we began reporting our emissions to Brazilian authorities. Brazil is expected to become a signatory of CORSIA in 2027.

To the extent most of the countries in which we operate continue to be ICAO member states, in the future we may be affected by regulations adopted pursuant to the CORSIA framework. In addition, CORSIA is expected to increase operating costs for airlines that operate internationally. At this time, the costs of complying with our future obligations under CORSIA are uncertain, and the potential impact of such costs would ultimately depend on a number of factors, including baseline emissions, the price of emission allowances or offsets that we would need to acquire, the efficiency of our fleet and the number of flights subject to these requirements. There is also significant uncertainty with respect to the future supply and price of carbon offset credits and sustainable or lower carbon aircraft fuels that could allow us to reduce our emissions of CO2. Due to the competitive nature of the airline industry and unpredictability of the market for air travel, we can offer no assurance that we may be able to increase our fares, impose surcharges or otherwise increase revenues or decrease other operating costs sufficiently to offset our costs of meeting obligations under CORSIA. In the event that CORSIA does not come into force as expected, we and other airlines could become subject to an unpredictable and inconsistent array of national or regional emissions restrictions, creating a patchwork of complex regulatory requirements that could affect global competitors differently without offering meaningful aviation environmental improvements.

In addition, the proliferation of national regulations and taxes on carbon emissions in the countries that we have domestic operations, including environmental regulations that the airline industry is facing in Brazil, may also affect our costs of operations and our margins.

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Concerns about climate change and greenhouse gas emissions may result in additional regulation or taxation of aircraft emissions in Brazil, the United States or Europe. For example, we expect the SEC to adopt rules requiring certain new disclosures, including environmental-related disclosures, which could be difficult to implement and could require us to incur significant additional costs to comply, including by imposing significant additional internal controls processes and procedures regarding matters that have not been subject to such controls in the past, and increased oversight obligations on our management and board of directors. Future operations and financial results may vary as a result of the adoption of such regulations in Brazil, the United States or Europe. Moreover, certain airports have adopted, and others could in the future adopt, greenhouse gas, or GHG, emission or climate-related goals that could impact our operations or require us to make changes or investments in our infrastructure. Reporting expectations are also increasing, with a variety of commercial counterparties, including finance providers.

The European Union has proposed a directive under which the existing emissions trading scheme, or ETS, in each European Union member state was to be extended to all airlines. In June 2022, the European Parliament and European Council adopted their respective positions on a set of measures to reform the ETS as part of the European Union's "Fit for 55" program, an initiative published by the European Commission in July 2021. On December 6, 2022, the European Parliament and European Council reached a provisional political agreement on the revision of the ETS rules applying to the aviation sector. Under the provisional agreement, the ETS would have a narrow scope applying only for intra-European flights, including departing flights to the United Kingdom and Switzerland, while CORSIA would apply to extra-European flights to and from third countries participating in CORSIA from 2022 to 2027. In 2023, the European Union adopted new legislation extending this narrow scope of the ETS until 2027, but requires a review of CORSIA’s effectiveness in 2026, which could, if CORSIA is not deemed sufficiently effective, potentially lead to expansion of the ETS to include all flights departing the European Union and the European Economic Area. Further, in 2023, the European Union adopted a legislation that will impose a sustainable aviation fuel, or SAF, mandate on fuel supplied at European Union airports. The mandate requires that, of the jet fuel supplied in the European Union, 2% must be SAF beginning in 2025, and the percentage increases incrementally over time to 70% in 2050. This mandate is expected to increase the cost of SAF in the European Union. Individual European Union member states have been developing their own requirements including, for example, a SAF mandate in France that came into force on January 1, 2022. We currently operate two routes to and from Europe (Lisbon and Paris) and service additional destinations in Europe through our code-sharing agreements.

All such climate change-related regulatory activity and developments may adversely affect our business and financial results by requiring us to reduce our emissions before cost-effective emissions reduction technologies are available, for example through requirements to make capital investments to purchase specific types of equipment or technologies, purchase carbon offset credits, or otherwise incur additional costs related to our emissions. Such activity may also impact us indirectly by increasing our operating costs, including fuel costs.

Growing recognition among consumers of the dangers of climate change may mean some customers choose to fly less frequently or fly on an airline they perceive as operating in a manner that is more sustainable to the climate. Business customers may choose to use alternatives to travel, such as virtual meetings and workspaces. Greater development of high-speed rail in markets now served by short-haul flights could provide passengers with lower-carbon alternatives to flying with us. Our collateral to secure loans, in the form of aircraft, spare parts and airport slots, could lose value as customer demand shifts and economies move to low-carbon alternatives, which may increase our financing cost.

Finally, the potential acute and chronic physical effects of climate change, such as increased frequency and severity of storms, floods, fires, sea-level rise, excessive heat, longer-term changes in weather patterns and other climate-related events, could affect our operations, infrastructure and financial results. Climate change may also make destinations less attractive for visitors if the destination becomes more prone to extreme weather events. For example, during May 2024, the state of Rio Grande do Sul in the south of Brazil was hit by a natural disaster, which caused significant flooding across the state and resulted in the closure of airports, while we are working to measure all the impacts caused by the flooding, we evaluating alternatives to mitigate the impacts of flight cancellations in our revenue and network, among other adverse effects, among other adverse effects. Operational impacts of acute and chronic physical effects of climate change, such as delays, diversions or cancellation of flights, required us, and could further require us in the future, to incur additional operating or capital expenditures, reduce the demand for certain of our flight offerings, or otherwise adversely impact our business, financial condition, or results of operations. We could incur significant costs to improve the climate resiliency of our infrastructure and otherwise prepare for, respond to, and mitigate such physical effects of climate change. We are not able to reasonably predict the future materiality of any potential losses or costs associated with the physical effects of climate change.

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We may incur financial losses and damages to our reputation from ESG risks.

Environmental and social risks are considered a material issue for our business since they can affect the creation of shared value in the short, medium and long terms, from the standpoint of our organization and our main stakeholders. Further, we understand environmental and social risk as the possibility of losses due to exposure to environmental and social events arising from the performance of our activities. We also recognize climate risk as an emerging environmental and social risk. Climate change is a risk as it affects our clients, suppliers and our operations, including property and equipment. For more information about risks associated with climate change, see “—We are subject to risks associated with climate change, including increased regulation of our CO2 emissions, changing consumer preferences and the potential increased impacts of severe weather events on our operations and infrastructure.”

Companies are facing increasing scrutiny from customers, regulators, investors and other stakeholders related to their ESG practices and disclosure, including practices and disclosures related to environmental and social risks, as well as related to diversity, inclusion, health and safety and human rights initiatives and governance standards. As a result, we may face increasing pressure regarding our ESG practices and disclosures, and may ultimately be unable to complete certain initiatives or targets, either on the timelines initially announced or at all, due to technological, legal, cost, or other constraints, which may be within or outside of our control. Moreover, actions or statements that we may take based on expectations, assumptions, or third-party information that we currently believe to be reasonable may subsequently be determined to be erroneous or be subject to misinterpretation.

Our reputation and brand image could be adversely affected by any failure, or perception of failure, to maintain satisfactory practices relating to our environmental, safety, diversity, equity and inclusion or other social and governance goals, including (i) any failure to comply with related federal, state and international binding or non-binding legislation, standards and accords, including voluntary commitments, such as Equator Principles, Principles for Responsible Investment and National Pact for the Eradication of Slave Labor, among others, (ii) customer perceptions of our advertising campaigns, sponsorship arrangements or marketing programs, including greenwashing concerns regarding our advertising campaigns and marketing programs related to our sustainability initiatives, and (iii) customer perceptions of statements made by us, our employees and executives, agents or other third parties. Damage to our reputation or brand image or loss of customer confidence in our services could adversely affect our business and financial results, as well as require additional resources to rebuild our reputation.

Moreover, if we fail, or are perceived to fail, to comply with or advance certain ESG initiatives, we may be subject to various other adverse impacts, including potential stakeholder engagement and/or litigation, even if such initiatives are currently voluntary. For example, there have been increasing allegations of greenwashing against companies making significant ESG claims due to a variety of perceived deficiencies in actions, statements, or methodology, including as stakeholder perceptions of sustainability continue to evolve. In the airline industry specifically, there has been particular scrutiny of and liability associated with the use of “sustainable aviation fuel” and carbon offsets and claims made in connection with same.

In addition, new government regulations could also result in new or more stringent forms of ESG oversight and expanded mandatory and voluntary reporting, diligence and disclosure. Increased ESG-related compliance costs (including but not limited to increased costs related to compliance, stakeholder engagement, contracting and insurance) could result in increases to our overall operational costs, which could have a material adverse effect on our business, results of operations and financial condition.

We benefit from tax incentives on our purchases of jet fuel in Brazil, and these tax incentives may be suspended, changed, cancelled, revoked or not renewed at any time adversely affecting us.

The price of the jet fuel that we purchase in most of Brazilian states is subsidized through tax incentives provided to us by those states. Depending on the type of agreement, if we fail to comply with our obligations in the tax incentive agreements that we have executed with those states, Governmental authorities may revoke, suspend or fail to renew these tax incentives at any time. Authorities may choose to do so even if we do comply with the obligations, for example if they are no longer interested in the agreement.

To ensure the continuity of these incentives, we must comply with several tax, labor, social and environmental requirements that may be questioned - and administrative or judicially - by third parties, such as the Ministério Público Federal, other Brazilian States, or even other public authorities.

We cannot ensure that there will be no changes to the laws and regulations applicable to the tax incentives that benefit us, or that these will be effectively maintained under the same favorable conditions until the end of their term, or that we will be able to renew the tax incentives under the same conditions after their current deadlines have expired.

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Also, we cannot ensure that new tax incentives will be created after the expiration of tax incentives that we currently benefit from, and that, if they are created, that we will be subject to their terms, or that their terms and conditions will be equivalent to, or more favorable than, the terms and conditions currently in force. If tax incentives change, or expire, and we were unable to renew them, or if new tax incentives were not created after the expiry of those in force, or if the terms and conditions of any new incentives are not as beneficial to us as the ones currently in force, we could also be adversely affected.

New tax incentive agreements entered between Azul and the Brazilian states shall comply with the general rules set forth by Complementary Law No. 160/17. Regarding to tax regimes granted before Complementary Law No. 160/17, they were validated by National Counsil of Treasury Policy, and hence shall not be canceled. Although tax agreements that do not follow these procedures can be revoked at any time or could have their lawfulness challenged, as a rule the Brazilian states do not grant new tax incentives without attending to the general rules set forth by Complementary Law No. 160/2017. However, if any of these tax incentives are canceled, revoked, suspended, or not renewed, jet fuel prices would increase and the company may be forced to reduce its number of flights, which could lead to a significant impact in our results and adversely affect us.

In addition, on December 20, 2023, the Brazilian congress approved the Constitutional Amendment No. 132/23, which approved the proposal to extinguish (i) three federal taxes the Tax over Industrialized Products, the Social Integration Program, and the Social Contribution to Social Security Financing, (ii) one State tax, the Tax on Circulation of Goods and Services, and (iii) one Municipal tax: the Tax on Services. In replacement of those five taxes, Constitutional Amendment No. 132/23 approved the creation of (i) the Social Contribution on Goods and Services (CBS), and (ii) the Tax over Goods and Services (“IBS”).

The tax reform has also prohibited the taxes incentives and included the regional aviation segment on the list of services that will have a specific tax regime. However, the Brazilian Congress still needs to approve complementary laws to regulate the tax reform approved by the Constitutional Amendment No. 132/23 and to establish the CBS and the IBS, including the specific tax regime applied to the regional segment. It means, it is not possible so far, be aware of all the real effects accrued by this reform.

Moreover, Bill No. 2,337/2021 was approved by the Brazilian Chamber of Deputies, which was not voted on by the Brazilian Senate yet. This initiative proposes a thorough reform of the income tax rules, with the primary goal of repealing the exemption from income tax in the distribution of dividends by Brazilian corporations (and to impose a 15% tax rate), and extinguishing the possibility of deduction of expenses in the payment of interest on shareholder’s equity, extending the minimum amortization period for intangible assets, modifying income tax laws relating to investments in Brazilian investment funds, and lowering the rate of corporate income tax and social contribution on net income, among other changes.

In addition, certain tax laws may be subject to controversial interpretation by the tax authorities, and any increase in the amount of taxation as a result of challenges to our tax positions could adversely affect our business, financial condition and results of operations. Furthermore, we are subject to inspections by tax authorities at the federal, state, and local government levels. As a result of such inspections, our tax positions may be challenged by the tax authorities, on the same grounds as our current disputes. There is no assurance that the provisions for such proceedings (if any) shall be correct, that no additional tax exposure shall be identified, and that no additional tax reserves shall be required for any tax exposure. The Brazilian tax authorities have been intensifying the number of inspections. Any judicial and administrative proceedings related to tax matters before the courts, including the Administrative Council for Tax Appeals (Conselho Administrativo de Recursos Fiscais) and state and municipal administrative courts, may adversely affect us.

We may not be able to comply with the covenants and restrictions contained in our financing agreements, which could result in declaration of an event of default and acceleration of the maturity of indebtedness, causing an adverse effect on us.

Our debt securities, loans, aircraft leases and aircraft debt financing contain certain covenants and restrictions, which vary depending on the terms of each financing and which are subject to certain limitations and exceptions. Such covenants include, among other provisions (i) restrictions on the incurrence of debt, the granting of liens, the making of restricted payments and investments, entering into certain business activities, entering into mergers, consolidations or certain other transactions, the disposal of assets (including the disposal of collateral securing the relevant financings, as applicable), and the operation of the TudoAzul program, the Azul Viagens business and the Azul Cargo business (including obligations in respect of customer databases), and (ii) obligations to deliver financial statements and certain certificates, including relating to compliance with financial covenants and restrictions, to redeem or offer to repurchase the relevant debt in certain circumstances and to grant and perfect additional collateral in certain circumstances. For more information on these covenants and restrictions, see “Item 5. Operations and Financial Review and Prospects—Loans and Financings.”

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Our ability to meet these covenants and comply with these restrictions may be affected by events beyond our control (including changes in economic, financial and industry-related conditions), and we cannot assure that we will meet these covenants and comply with these restrictions. See “—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 adversely affect us and our ability to obtain financing on acceptable terms.” Failure to comply with any of these covenants, restrictions or payment obligations under our debt securities, loans, aircraft leases and aircraft debt financing could result in an event of default under these agreements and others, as a result of cross default provisions. If we were unable to comply with the covenants and restrictions to which we are subject, we need to seek waivers from our creditors, such as waivers that we obtained on a number of occasions in the recent years from the United States International Development Finance Corporation relating to debt service coverage ratio and net debt to EBITDA ratio financial covenants.

As of December 31, 2023, we were in compliance with, or had obtained waivers from our counterparties in connection with, the covenants provided for by the terms of our long-term indebtedness, but we cannot guarantee that we will be successful in complying with our covenants or in obtaining or renewing any waivers.

In order to mitigate the impacts of the COVID-19 pandemic on our business, we repeatedly deferred our lease obligations and payment obligations with other suppliers and breached financial covenants and financial obligations with our counterparties, which counterparties generally cooperated with us under deferrals, amendments to our outstanding agreements and alternative payment arrangements. Further to this, during 2023 we completed a series of restructuring and capital raising transactions to strengthen our capital structure and improve our cash generation, which included (i) reductions in, and the reprofiling of, our obligations with certain aircraft lessors and OEMs, including the issuance of the Lessor/OEM Notes (as defined under “Item 4. Information on the Company—Business Overview—Restructuring”), (ii) exchange offers and consent solicitations, including the issuance of 2029 Notes and 2030 Notes (each as defined under “Item 4. Information on the Company—Business Overview—Restructuring”), (iii) amendments to our convertible debentures, (iv) the issuance of Initial 2028 Notes (as defined under “Item 4. Information on the Company—Business Overview—Restructuring”), and (v) the issuance of the ALAB non-convertible debentures due 2024. For more information on these restructuring and capital raising transactions, see “Item 4. Information on the Company—Business Overview—Restructuring.”

If (i) we are unable to obtain or renew the necessary waivers or approvals from our creditors, or (ii) we do not have sufficient resources to repay our debts in a timely manner, this may result in the acceleration or early termination of the relevant debt or other obligations, which could have material adverse effect on our financial condition and, as a result, our debt-payment capacity may be materially and adversely affected and may result in our insolvency. Additionally, we may face difficulties or limitations in raising new financing, which may impair the implementation of our investment plan, materially and adversely affecting our business, our financial situation and our operational results.

Unfavorable decisions in judicial or administrative proceedings could adversely affect us.

We and our subsidiaries are parties to various proceedings in the judicial and administrative spheres, including civil, labor, social security, tax, consumer protection, civil, regulatory actions and environmental. There is no way to guarantee that such lawsuits will be ruled favorably to us and/or our subsidiaries, or that the amounts provisioned are sufficient to cover amounts resulting from any unfavorable rulings. Decisions contrary to the interests of us and/or our subsidiaries that could eventually result in substantial payments, affect our image and/or the image of our subsidiaries or impede the performance of our business as initially planned may have a material adverse effect on our business, the business of our subsidiaries, our financial condition and our results of operations.

We are subject to tax surveillance by tax authorities in the Federal, State, and Municipal levels.

As a result of such surveillance, our finances can be questioned by tax authorities. We cannot guarantee that provisions for such investigations will be sufficient, that no additional tax exposures will be identified, and that no additional tax reserves will be required for any given tax exposure. Any increase in the amount of taxation as a result of inquiries into our taxes may adversely affect our business, our operating results and our financial condition.

The Brazilian tax authorities have recently intensified the number of audits it orders. There are several fiscal issues of concern to the Brazilian authorities, regarding which Brazilian authorities regularly supervise companies, including inventory control, premium amortization expenses, corporate restructuring and tax planning, among others. Any judicial and administrative proceedings related to fiscal matters before the courts, including the Administrative Board of Tax Resources, (Conselho Administrativo de Recursos Fiscais), or CARF, and state and municipal administrative courts, may adversely affect us.

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We are subject to certain tax legislation due to the registration of tax debts in specific payment programs overseen by tax authorities. If we no longer comply with any of the rules set forth in said legislation, the programs may be terminated and the benefits derived from them revoked.

We are registered in certain payment programs run by the competent and relevant tax authorities concerning various federal, state and municipal tax debts.

The federal, state and municipal payment programs we are party to require the adherence to, and compliance with, certain requirements, including the regularity of payment of debts subject to parceling. If we do not comply with the rules, the programs will be terminated and their benefits revoked. This would also cause the immediate enforceability of the remaining value of the debt, along with any additional values applicable to the legislation in effect at the time of the occurrence of the event at hand, which may impact our operational and financial results, with the return of debt on our liabilities.

Any violation or alleged violation of anti-corruption, anti-bribery and anti-money laundering laws, or the failure to detect behavior that violates such laws, could adversely affect us, including our brand and reputation

There can be no assurance that our employees, agents, and the companies to which we outsource certain of our business operations will not take actions in violation of our anti-corruption, anti-bribery and anti-money laundering policies, for which we may be ultimately held responsible. We are subject to the United States Foreign Corrupt Practices Act of 1977, or the FCPA, by virtue of having operations in the United Estates and our shares being listed and traded in the United States. We are also subject to the U.K. Bribery Act of 2010, Federal Law No. 8,429, of June 2, 1992, and Law No. 12,846 of August 1, 2013, as well as other national and international anti-fraud, anti-corruption, anti-money laundering, antitrust laws and other laws and regulations.

In addition, our corporate governance, policy, risk management and compliance processes may not be able to prevent or detect: (i) violations of the Federal Law No. 8,429, of June 2, 1992, Law No. 12,846 of August 1, 2013, or other violations related to other applicable laws and regulations; (ii) improper, fraudulent, and unfair conduct by our employees, shareholders, management and third parties that represent us; or (iii) conduct that is inconsistent with our ethical principles, which may adversely affect our reputation, business, financial condition and results of operations, as well as the market price of our common shares.

If we are not in compliance with anti-corruption laws, anti-money laundering laws and other laws governing the conduct of business with government entities, including under the FCPA and other United States and local laws, we may be subject to criminal and civil penalties and other remedial measures, which could harm our brand and reputation and have a material adverse impact on our business, financial condition, results of operations and prospects. Any investigation of any actual alleged violations of such laws could also adversely affect us, including our brand and reputation. In addition, we may also be held liable for corruption acts by third parties. The likelihood of such risks being realized may increase as we don’t have consolidated policies for identifying and monitoring politically exposed persons, nor for due diligence with third parties.

We are a holding company and do not have any material assets other than the shares of our subsidiaries.

We are a holding company that conducts its operations through a series of operating subsidiaries. We support these operating subsidiaries with technical and administrative services through our various other subsidiaries. All of the assets we use to perform administrative and technical services and to operate the concessions and authorizations are held at the subsidiary level. As a result, we do not have any material assets other than the shares of our subsidiaries. Dividends or payments that we may be required to make will be subject to the availability of cash provided by our subsidiaries. Transfers of cash from our subsidiaries to us may be further limited by corporate and legal requirements, or by the terms of the agreements governing our indebtedness. If a shareholder were to assert a claim against us, the enforcement of any related judgment would be limited to our available assets, rather than our assets and those of our combined subsidiaries.

Any inability to obtain or renew a material portion or all the licenses, permits and permissions necessary to conduct our business could have an adverse effect on us.

We are in the constant process of obtaining and renewing federal, state and municipal licenses, authorizations, permits and permissions necessary to conduct our activities. If we fail to obtain or renew a material portion or all such licenses, authorizations, permits and permissions in a timely manner, or if such licenses, authorizations, permits and permissions are suspended or revoked, this could have an adverse effect on us.

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Risks Relating to 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 that of other shareholders.

In accordance with Brazilian corporate law and our bylaws, our controlling shareholder has the legal power to, among other things, elect the majority of our directors and determine the outcome of any action requiring shareholder approval. This power includes the ability to control decisions with respect to related party transactions (excluding transactions with a related party to the controlling shareholder himself), corporate restructurings, dispositions, partnerships, sale of all or substantially all of our assets, withdrawal of our shares from the Level 2 segment of the B3 and the time for payment of any future dividends. 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 us. As of December 31, 2023, our controlling shareholder owned, directly and indirectly, 67.0% of our voting capital (common shares), 2.1% of our preferred shares, and 49.8% of our total capital, in economic terms.

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, but has considerably less economic interest with respect to the results of our activities than holders of our preferred shares. This difference in economic interest may intensify conflicts of interests between our controlling shareholder and other shareholders.

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 preferred shareholders’ 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 “Item 10.F. Dividends and Payment Agents—Dividend Policy” and “Item 6.B. Management Compensation,” respectively.

Investors in our preferred shares, including in the form of ADSs, may experience book value dilution in the future.

We have established stock option and restricted share plans for key personnel, including our officers, certain managers and other key crewmembers. We estimate that as of December 31, 2023, 7.816.370 new preferred shares would have been issued if all of our vested options were exercised by the holders thereof at a weighted average strike price of R$12.93. The exercise of vested options by the holders thereof could result in substantial dilution in book value to investors if the public offering price for our preferred shares (including in the form of ADSs) is lower than the book value of such shares in the future upon the exercise of our stock options. See “Item 6.B. Management Compensation—Stock-Based Incentive Plans.”

Additionally, pursuant to the restructuring of our obligations with certain aircraft lessors and OEMs, certain lessors and OEMs entered into agreements pursuant to which such lessors and OEMs agreed to convert, in 12 equal quarterly consecutive installments, an aggregate of up to US$570.0 million of payment and other obligations owed to such lessors and OEMs into our preferred shares. For more information, see “Item 4.B. Business Overview—Restructuring— Aircraft Lessor and OEM Restructuring.”

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 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.

An active and liquid trading market for our preferred shares, including in the form of ADSs may not be maintained, thereby potentially adversely affecting the price our preferred shares, including in the form of ADSs.

An active and liquid public trading market for our preferred shares, including in the form of ADSs, may not be maintained. Active, liquid trading markets generally result in lower price volatility and more efficient purchases and sales of shares. If an active trading market is not maintained, the liquidity and price of our preferred shares, including in the form of ADSs, could be seriously harmed.

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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 capital market is substantially smaller, less liquid, more volatile, and more concentrated than major international capital markets. B3 exchange-listed companies had an aggregate market capitalization of R$4.1 trillion as of December 31, 2023 and a daily average trading volume of R$25.3 billion as December 31, 2023, according to B3. 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.

In addition, the price of shares of companies in the worldwide airline industry are relatively volatile and investors’ perception of the market value of these shares, including our preferred shares in the form of ADSs, may also be negatively impacted with additional volatility and decreases in the price of our ADSs and preferred shares.

Our preferred shares will have limited voting rights.

Except under certain situations, our preferred shares, including in the form of ADSs, do not carry general voting rights. See “Item 10.B. Memorandum and Articles of Association—Rights of Our Common and Preferred Shares—Voting Rights.” Our main shareholders, who hold the majority of common shares with voting rights and control us, are therefore able to approve most 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.

According to Brazilian corporate law, 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. According to our by-laws, our preferred shares are not fixed or have minimum priority dividends. Consequently, our preferred shares will not have voting rights, even if we stop paying dividends for three consecutive years.

In addition, to the extent holders of our preferred shares are entitled to vote on certain limited matters pursuant to Brazilian corporate law, the provisions of our bylaws, and the provisions of or governing the deposited preferred shares, we cannot assure ADS holders that they will receive the voting materials in time to ensure that they can instruct the depositary to vote the preferred shares underlying their ADSs. Furthermore, there can be no assurance that ADS holders 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. While ADS holders could exercise their right to vote directly if they withdraw the preferred shares, such ADS holders may not know about the meeting sufficiently in advance to withdraw the preferred shares. See “Item 10.B. Memorandum and Articles of Association—Rights of Our Common and Preferred Shares—Voting Rights.”

Our controlling shareholder has the right to receive substantially less dividends than the holders of preferred shares, which may motivate it to decide on the distribution of dividends in a manner conflicting with the interest of the other shareholders. The right to receive dividends from holders of our common shares is 75 times lower than the dividend distributed to holders of our preferred shares. The fact that our controlling shareholder receives a proportionally smaller share than the dividends that we distribute, in relation to the dividends to which our shareholders that hold preferred shares are entitled, may influence their decisions regarding the distribution of dividends or proceeds, which may diverge from the interest of the shareholders holding preferred shares.

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

According to our bylaws, as long as we record a net income and there are no accumulated losses, we must pay our common and preferred shareholders at least 0.1% of our annual adjusted net income as dividends or interest on 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 “Item 8. Financial Information—Consolidated Statements and Other Financial Information—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 on 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 on shareholders’ equity.

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The sale of 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.

Our main shareholders, as well as our directors, officers and other affiliates, are able to sell additional preferred shares, including in the form of ADSs, and certain lock up agreements into which they had entered have expired. In addition, under our fifth amended and restated registration rights agreement, or the Registration Rights Agreement, which we entered into on August 3, 2016 with our main shareholders, we could be required to register additional preferred shares held by the shareholders who signed the Registration Rights Agreement with the SEC for future sale at any time commencing six months following our initial public offering. For further details of the Registration Rights Agreement, see “Item 7.A. Major Shareholders—Registration Rights Agreement.”

Sales of our preferred shares, including in the form of ADSs, made by our affiliates, including those effected by our directors, executive officers or controlling shareholders or those involving a large number of preferred shares or ADSs, or market perception of an intention to any of such sales, may negatively affect the trading price of our preferred shares, including in the form of ADSs.

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 10833 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 10833 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 “Item 10.E. Taxation—United States Federal Income Tax Considerations”) 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 “Item 10.E. Taxation—United States Federal Income Tax Considerations —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, 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, and our capacity to comply with payment obligations in foreign currency.

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 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, our capacity to make dividend payments or other distributions to non-Brazilian investors, and our capacity to comply with payment obligations in foreign currency. 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, and on our capacity to access foreign capital markets.

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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 our 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 our 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 other securities, or preemptive rights to acquire additional preferred shares or other securities to shareholders, including as a result of the Brazilian corporate law. We will not be able to offer such securities 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, Citibank, N.A., as depositary, will attempt to sell such preemptive rights or securities, 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 securities, U.S. holders of ADSs will not receive any value in connection with such distribution.

In the event that you are not entitled to preemptive rights or are unable or unwilling to exercise preemptive rights in connection with the preferred shares, including in the form of ADSs or other securities, your investment could be subjected to dilution.

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 incur significant legal, accounting and other expenses that we did not incur 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 which may adversely affect us.

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If securities or industry analysts do not publish research or reports about our business, or publish negative reports about our business, the market price and trading volume of our preferred shares, including in the form of ADSs could decline.

The trading market for our preferred shares, including in the form of ADSs, depends in part on the research and reports that securities or industry analysts publish about us or our business. If one or more of the analysts who cover us downgrade our stock or publish inaccurate or unfavorable research about our business, our stock price may be negatively impacted. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, demand for our preferred shares, including in the form of ADSs, could decline, which might cause the market price and trading volume of our preferred shares, including in the form of ADSs to decline.

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 rely on certain exemptions as a foreign private issuer listed on the NYSE. For example, the NYSE rules require that a majority of the board must consist of independent directors. Independence is defined by various criteria, including the affirmative determination of the board of directors of absence of a material relationship between a director and the listed company. Under the listing standards of Level 2 segment of the B3, 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 cannot guarantee that a majority of our directors would be considered independent under the NYSE rules. Pursuant to Brazilian corporate law and CVM Resolution No. 23, dated February 25, 2021, currently in force (which replaced CVM Instruction No. 308), the statutory audit committee is an advisory board to the board of directors, that if installed must be made up of independent members appointed by the board of directors, one of which must also be a member of the board, unlike NYSE rules, which require all audit committee members to also be members of the board of directors. While our audit committee is currently composed entirely of independent directors, our audit committee may not always meet all of the NYSE rules.

In addition, we do not 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.

Furthermore, the corporate disclosure requirements that apply to us may not be equivalent to the disclosure requirements that apply to a U.S. company and, as a result, you may receive less information about us than you would receive from a comparable U.S. company. We are subject to the reporting requirements of the Securities Exchange act of 1934, as amended, or the Exchange Act. The disclosure requirements applicable to foreign private issuers under the Exchange Act are more limited than the disclosure requirements applicable to U.S. issuers. Publicly available information about issuers of securities listed on the CVM, which is provided in Portuguese, also provides less detail in certain respects than the information regularly published by listed companies in the United States or in certain other countries.

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. For a comparison of the foregoing requirements, see “Item 16.G. Corporate Governance”.

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ITEM 4.    INFORMATION ON THE COMPANY

A.History and Development of the Company

We are incorporated as a Brazilian sociedade por ações under the corporate name Azul S.A. Our headquarters are at Avenida Marcos Penteado de Ulhôa Rodrigues, n. 939, 8th floor, Edifício Jatobá, Condomínio Castelo Branco Office Park, Tamboré, Zip Code 06460-040, in the city of Barueri, State of São Paulo – Brazil. Our telephone number is +55 11 4134-9800 and our website is https://ri.voeazul.com.br/en. In addition, the SEC maintains a website at www.sec.gov that contains information filed electronically by us. The information contained on our website, any website mentioned in this annual report or any website directly or indirectly linked to these websites, is not part of, and is not incorporated by reference in, this annual report and you should not rely on such information. 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 April 7, 2017.

We were founded on January 3, 2008 by entrepreneur David Neeleman and began operations on December 15, 2008. Backed by Mr. Neeleman and other strategic shareholders, we have benefited from our partnerships and have invested in a robust and scalable operating platform. We have a management team that effectively combines local market expertise with diversified international experience and knowledge of best practices from the United States, the largest aviation market in the world.

Our start-up capital of R$ 400.7 million enabled us to invest up-front in a scalable operating platform and efficient young fleet. After less than six months of operations, we became Brazil’s third-largest airline in terms of domestic market share in May 2009, according to ANAC. Our operating fleet has grown from three Embraer E-Jets in December 2008 to a total of 183 aircraft in our passenger operating fleet as of December 31, 2023, consisting of 57 Embraer E-Jets, 36 ATR aircraft, 11 Airbus widebody, 55 Airbus narrowbody, 24 Cessna Caravan aircraft, and 2 Boeing 737.

In August 2012, we acquired TRIP, which at the time was the largest regional carrier in South America by number of destinations. The fleet similarity between the two airlines allowed us to integrate all of TRIP’s activities by June 2014. The TRIP acquisition substantially increased our network connectivity, enabling us to serve 106 destinations upon completion of the acquisition and to become the leading carrier in terms of departures in 80 cities as of December 31, 2022 as well as to consolidate our position as a leader in Brazil’s fast-growing regional aviation market. As of December 31, 2023 we had the largest airline network in Brazil in terms of departures and cities served, with around 1,000 daily departures spanning 167 destinations – an unparalleled network of more than 400 non-stop routes.

Leveraging the strength of the network we built over the previous years, in December 2014 we started operating international flights with Airbus A330 aircraft, gaining the ability to serve millions of passengers that connected throughout our network and that previously did not have a convenient option to travel internationally.

As part of our plans to expand globally, we have also established codeshare agreements with carriers such as United and TAP, giving our passengers the ability to connect to more than 350 destinations worldwide in addition to the 158 destinations we currently serve.

On February 21, 2020, our wholly-owned subsidiary, ALAB, and TwoFlex (rebranded Azul Conecta), announced that they entered into a Quota Purchase Agreement under which we agreed to acquire the Brazilian regional carrier TwoFlex for the total purchase price of R$123 million. Azul Conecta is a domestic airline based in Jundiaí, Brazil, founded in 2013, that offers, currently, regular passenger service more than 50 destinations in Brazil, of which only three regional destinations were previously served by Azul. Azul Conecta also holds 14 daily departure and arrival slots on the auxiliary runway of Congonhas, São Paulo’s downtown airport. Congonhas is a particularly coveted airport because of its proximity to São Paulo’s business districts and because of its status as Brazil’s most slot-constrained airport. Currently, our two largest competitors, Gol and LATAM, control most of the flights into and out of Congonhas. Azul Conecta’s fleet is composed of 25 owned Cessna Caravan aircraft, a regional turboprop with a 9-passenger capacity.

The acquisition of Azul Conecta was approved without restrictions by CADE on March 27, 2020. On May 14, 2020, Azul announced the completion of the acquisition process, whose payment will be made in up to 30 monthly installments, subject to certain financial and operating conditions, and one final payment of up to R$30 million, which will be deposited as a guarantee in favor of the Company for a specified period.

With the acquisition of Azul Conecta, we plan to reach more than 200 cities in the coming years.

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In August 2021, we announced a strategic partnership with Lilium, to build an exclusive “eVTOL” (electric vertical take-off and landing vehicles) network in Brazil. The efforts to implement operations through eVTOL, a 100% electric airplane model with zero carbon emissions, is part of our strategy to innovate and maintain a sustainable business model, aligned to our ESG commitments and the best practices in the market. This potential commercial arrangement has a total value of up to US$1 billion and includes a fleet of 220 Lilium eVTOL aircraft with anticipated delivery to commence no earlier than 2025, subject to completion of aircraft certification activities and any required regulatory approvals. This strategic alliance and aircraft order remains subject to the parties finalizing commercial terms and definitive documentation relating thereto.

In October 2021, we entered into a partnership with Disney to offer a unique experience to our customers. The initial steps of the partnership consisted of the new A320neo airplane with a Mickey Mouse-inspired painting and the A321neo airplane with a Minnie-inspired painting. During 2022, the new A320neo airplane with a Donald Duck-inspired painting and the A320neo with a Daisy-inspired painting also joined the magic fleet of Azul. In 2023, Disney's Goofy was be the theme of the fifth plane of Azul's magical fleet.

In 2023, Azul Cargo, our logistics business reached R$1.4 billion in net revenue, more than double compared to 2019, when we generated revenues of R$ 480.7 million. In February 2022, we announced the launch of the Embraer Class-F freighter, a cargo aircraft that can provide competitive advantages for our clients. Azul Cargo currently serves more than 5,000 cities and communities across the country, 2,000 of which we can deliver to in 48 hours or less.

TudoAzul, our wholly-owned loyalty program, had more than 16 million members as of December 31, 2023. Azul Viagens, our vacations business, is another important driver of margin expansion. In 2023, we sold 35% more travel packages compared to 2022, mainly by leveraging the uniqueness of our network and the flexibility of our fleet. During weekends, for example, when utilization is normally low for airlines, we dedicated 25% of our capacity to fly exclusive nonstop leisure routes, which are ideal for Azul Viagens.

As part of our focus on ESG, in December 2023, we were included for the third consecutive time in the Corporate Sustainability Index of the B3 (“ISE B3”). Azul is the only airline in the ISE B3. In 2023 we also maintained our CDP score to “B”, highlighting our dedication to environmental initiatives.

In January 2023, Azul was included in the 13th portfolio of the Carbon Efficient Index, the ICO2 B3, an index that demonstrates our commitments on the climate change agenda and our actions for a low carbon economy transition. In August 2022, Azul was also awarded by the SustentAr project, of ANAC, for best practices in environmental management.

Capital Expenditures

For a description of our capital expenditures, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Capital Expenditures”.

B.Business Overview

General

We are the largest airline in Brazil in terms of departures and cities served, with around 975 daily departures to 167 destinations, creating an unparalleled network of more than 400 non-stop routes as of December 31, 2023. As the sole airline on 74% of our routes, we are the leading airline in 140 Brazilian cities in terms of departures and carried approximately 28 million passengers in the year ended December 31, 2023. In addition to having an extensive network, optimized fleet, and a high- quality product, we also have strategic revenue generating business units including our wholly-owned loyalty program TudoAzul, and our logistics solutions business Azul Cargo.

Brazil is geographically similar in size to the continental United States and is currently the sixth largest market for domestic airline passengers in the world. Since 2008, the number of domestic airline passengers carried in Brazil has increased by 90% to 95 million in 2019. By the end of 2023, the number of domestic airline passengers in Brazil had already reached 99% of the total number of domestic airline passengers transported in the pre-pandemic period of 2019, indicating that the aviation sector is on recovery. Brazil’s air travel market remains significantly under penetrated and in 2019 was expected to double by 2029 according to ABEAR.

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We have the most extensive route network in Brazil, serving 167 domestic destinations, about twice as many as our main competitors Gol and LATAM, which served 64 and 56 destinations respectively as of December 31, 2023. We are the only provider of scheduled service to 85 of our domestic destinations and hold the leading position in 7 out of the 10 largest domestic airports in which we operate in terms of departures. Through our network, we connect travelers to destinations exclusively served by us from our three hubs, which cater to the São Paulo, Belo Horizonte and Recife markets, all among the largest metropolitan areas in the country. Notably, we are the leading airline at Viracopos airport, one of the principal airports in the São Paulo area and the largest domestic hub in South America in terms of non-stop destinations served, with a 96% share of its 150 domestic daily departures as of December 31, 2023.

We operate a young, fuel-efficient fleet that we believe is better tailored for Brazil than those of our main competitors, as it allows us to serve markets with different demographics, ranging from large capitals to smaller cities. As of December 31, 2023, our passenger operating fleet in service totaled 183 aircraft. with an average age of 7.5 years (excluding Cessna aircraft), which is significantly younger than that of our main competitors. We believe that our diversified fleet is optimized to efficiently match capacity to demand. This enables us to offer superior connectivity as well as more convenient and frequent non-stop service to more airports than our main competitors, which exclusively operate larger aircraft.

A key driver of our profitability is our management team’s extensive experience in implementing a disciplined, low-cost operating model. Our optimized fleet yields lower trip costs than our main competitor. With the recovery and the increase in the number of next-generation Airbus A320neos and Embraer E2s in our fleet in the coming years, we expect to maintain our market-leading low trip cost advantage. In addition, our FTEs per aircraft were the lowest in Brazil at 79 FTEs as of December 31, 2023. We have built a strong brand by offering what we believe is a superior travel experience, based on a culture of customer service provided by a highly-motivated and well-trained team of crewmembers. Our service features include advanced seat assignment, leather seats, individual entertainment screens with free live television at every seat in all our Embraer jets and most of our A320neos, extensive legroom with a pitch of 30 inches or more, complimentary beverage and snack services, and free bus service to key airports we serve. In addition, we offer Wi-Fi service in some of our A320neo, A321neo, E2 fleet and are currently installing it in additional aircraft. As a result of our strong focus on customer service, our NPS (Net Promoter Score) average in 2023 totaled 54.9, significantly higher than our competitors in Brazil. In 2020, Azul was awarded best airline in the world by TripAdvisor, the first time a Brazilian Flag Carrier ranked number one in the Traveler’s Choice Awards.

We continue to invest in and expand our loyalty program TudoAzul, which had more than 16 million members as of December 31, 2023. TudoAzul has been the fastest growing loyalty program in terms of members in Brazil for the past eight years compared to Smiles and LATAM Pass, the loyalty programs of Gol and LATAM respectively, according to publicly available information of such competitors, including disclosure filed with or furnished to the SEC and information available on their respective websites. In the fourth quarter of 2020, we launched the Azul Itaucard Infinite, the best positioned co-branded credit card in the Itaucard portfolio and also elected the “Best credit card from Brazilian airlines” by Melhores Destinos. Given our network strength and the expected growth of passenger air travel, credit card penetration and usage and customer loyalty in Brazil, we believe that TudoAzul is a key strategic asset for us.

Other revenue streams are expected to be mostly driven by our logistics solutions business, Azul Cargo. In 2023, Azul Cargo net revenue reduced 5.4% compared to 2022, reaching R$1.1 billion mainly due to the 40.4% reduction in international cargo operations. We ended 2023 with a 32.5% share of cargo volume transported in Brazil, resulting from our unique network and the capillarity support it provides to our cargo business. In addition, we intend to continue growing our ancillary services and other revenue streams, including Azul Viagens, our travel package business.

In 2023, our revenues reached an all-time record, and we generated net revenue of R$18.6 billion and a loss for the year of R$2,380.5 million.

Impact of the COVID-19 pandemic

The year 2020 began with a favorable environment to the Company, with good performance in sales and revenues, announcement of a new route to New York, and new key customers in our logistics business. However, on March 11, 2020 the World Health Organization (“WHO”) classified COVID-19 as a “public health emergency of international concern” and declared it a pandemic, causing a sharp rupture in global economic activity and unleashing an unprecedented economic crisis.

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The speed of spread and contagion of the disease has caused countries around the world, including Brazil, to adopt measures such as social distancing, travel restrictions and the closure of borders. As a consequence, the airline industry was one of the sectors impacted the earliest and hardest on its operations and results. In order to face this challenging scenario, our board of executive officers began monitoring the crisis as it developed and established operational and financial strategies to go through this period of crisis until the normalization of operations. We communicated these strategies to the public in detail through documents such as Material News Releases or Statements to the Market. Main actions included the following:

Resizing of the airline network: one of the first and most important actions taken by management in response to the economic crisis unleashed by the COVID-19 pandemic was the resizing our airline network, with reductions in capacity that reached its lowest levels in April 2020. In April 2020, the volume of ASKs offered in the domestic market accounted for only 13% of the volume of the same period in 2019, amounting to approximately 70 daily flights. At the same time, demand dropped to 11% of the total for the same period in the previous year.

Since the beginning of the pandemic, management has monitored the recovery of demand and managed the number of flights offered to match it. In 2023, both domestic and international market fully recovered 2019 levels in terms of capacity and demand.

Our management continuously monitors all developments related to the COVID-19 pandemic and will continue to make adjustments to the flight offer if necessary, matching supply and demand and prioritizing above all the health and safety of all its crew and customers.

Cost reductions: over the course of 2020, we adopted several measures to reduce our fixed and variable costs, including:

•Suspension of hiring new crewmembers in the period between March and August 2020;

•Launch of an unpaid leave program, with the adhesion of more than 10,000 crewmembers for periods between 30 and 120 days;

•Reduction of 50% to 100% in salaries for board of executive officers members and directors and of 25% for managers for the period between March and July 2020;

•Reduction of general salary expenses by 65% in the period between March and August 2020, due to adherence to Provisional Executive Order 936/20, which implemented labor relation alternatives for confronting crisis caused by the COVID-19 pandemic, including agreements to reduce work hours and salaries and temporary suspension of employment contracts; and

•Collective bargaining agreement to reduce pilot and flight attendant working hours for 18 months starting in June 2020, which was terminated at the end of 2020 due to the faster than originally expected demand recovery in the domestic market.

Support from government and regulators: since the beginning of the pandemic, state and federal governments and regulators took certain actions in support of airline companies, including:

•Enactment of Provisional Executive Order No. 925/20, converted into Law No. 14034/20, which extended the period to rebook trips to a period of up to 18 months and extended deadlines to reimburse customers to 12 months from the flight cancellation date;

•Change in the deadline to pay navigation and airport fees;

•Suspension of regularity-based slot cancellation rules, in line with a similar decision with other civil aviation organizations and authorities; and

•Extension by 120 days of the term to renew technical crew qualifications.

Crewmember and customer care: our number one priority has always been and continues to be the health and safety of our crewmembers and customer, and to that end, we implemented a wide range of initiatives, including:

•First airline in Brazil to introduce daily temperature checks for all crewmembers and to require all customers and crewmembers to wear masks while on board.

•Intensified aircraft cleaning procedures between flights and deep cleaning of all aircraft overnight.

•First airline in Latin America to use Honeywell’s ultraviolet cabin cleaning system.

•All jets fitted with hospital-grade HEPA filters that remove at least 99.9% of all airborne particles, including the novel coronavirus.

•Only airline in the world to implement an innovative boarding process called “Tapete Azul” or Blue Carpet, a virtual boarding system which projects a moving walkway in the gate area to provide distancing and increase boarding efficiency.

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•First airline in Brazil to offer, without any cost, medical assistance to customers during international trips in case of a positive diagnosis of COVID-19.

•Free transportation of health professionals.

•Free transportation of vaccines to cities where we operate.

These initiatives have contributed to increase customer confidence and support the strong market recovery in Brazil observed in 2021, 2022 and 2023.

Strengthening of cash and liquidity: throughout the year, with the evolution of the pandemic, our management has endeavored to keep the necessary cash levels to face the crisis, which required negotiating deferral agreements with suppliers, bank creditors and lessors, as well as to access the capital market through the issuance of debentures. Main initiatives to preserve cash included:

•Postponement of profit share payments for 2019;

•Negotiation of new payment terms with suppliers;

•Suspension of business travels and discretionary expenses;

•Negotiation to reduce aircraft parking fees;

•Agreement to postpone delivery of 59 model E2 aircraft;

•Agreement with lessors resulting in a reduction of approximately 77% of the cash outflow for the period between April and December 2020, offset by slightly higher amounts from 2023 and the extension of the contractual terms.

•Renegotiation of the conditions and maturities of debentures and obligations of the Special Agency for Industrial Financing (Agência Especial de Financiamento Industrial), or FINAME; and

•Issuance of debentures convertible into shares in the amount of R$1,745.9 million with a five-year maturity and interest of 7.5% in the first year and 6.0% starting the second year, with semiannual settlements.

Debentures convertible into shares: on November 12, 2020, we concluded the public offering for the distribution of debentures convertible into first-issue preferred shares, with security interest and additional guarantee by our subsidiary ALAB, under CVM Resolution No. 160, dated as of July 13, 2022, currently in force (which replaced CVM Instruction No. 400), with the following characteristics: (i) total issue amount: R$1,745,900; (ii) issue date: October 26, 2020; (iii) term and maturity date: 5 years from the date of issue, maturing therefore on October 26, 2025; (iv) conversion price: R$32.2649 per preferred share, resulting in an initial conversion premium of 27.50%, calculated on the VWAP (Volume Weighted Average Price) of 30 trading sessions of the reference share price of R$25.3058.

The issuance of debentures is part of Azul's efforts to contain the economic impact of the COVID-19 pandemic on our operations and we expect to use the net proceeds obtained for working capital, expansion of our logistics activities and other strategic opportunities.

The debentures are redeemable, totally or partially, in cash at our discretion at any time, after 36 months, if the last price reported by American Depositary Share (ADS) representing Azul's preferred share exceeds 130% of the conversion price for a specific period.

The debentures are guaranteed by the Company and its main operating subsidiary, ALAB, and are guaranteed by certain assets, including, but not limited to, intellectual property assets held by the guarantors and the TudoAzul frequent-flyer program, certain rights related to the right of use of the hangar and specific equipment necessary for maintenance of our hangar at Viracopos airport.

Our management continues to monitor our profitability and financial position, taking actions to sustain our ability to continue with operations in the foreseeable future. For more information regarding risks , see “Item 3.D. Risk Factors.

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Strengths and Opportunities

Our Competitive Strengths

We believe the following business strengths allow us to compete successfully:

Largest Network in Brazil

We have the largest network in Brazil in terms of departures and cities served, with around 1,000 daily departures to 167 destinations, creating an unparalleled network of more than 400 non-stop routes as of December 31, 2023. Our connectivity at large hubs 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 December 31, 2023, we served 167 destinations in Brazil, compared to 64 for Gol and 56 for LATAM. In addition, we were market leader in 90% of our routes as of December 31, 2023. By comparison, as of December 31, 2023, Gol and LATAM were leading carriers in 10 and 11 cities in Brazil, respectively. In addition, the routes in which we hold a leadership position represent approximately 86% of our total ASKs.

Our Optimized Fleet Enables us to Efficiently Serve our Target Markets

Our fleet strategy is based on optimizing the type of aircraft for the different markets we serve. Our diversified fleet of ATR, E-Jets and Airbus aircraft enables us to serve markets that we believe our main competitors, who only fly one type of larger narrow-body aircraft, cannot serve profitably. We believe our current fleet of aircraft allows us 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 are not served by our main competitors. Our domestic fleet consists of Embraer E-Jets which seat up to 136 passengers, fuel-efficient ATR aircraft which seat 70 passengers, next-generation Airbus A320neos which seat 174 passengers and Cessna Caravan which seat 9 passengers, while all the narrow-body aircraft used by Gol and LATAM in Brazil have between 138 and 220 seats. We also operate Airbus A330s and A350s to serve international markets, E-Jets converted to dedicated freighters and Boeing 737 freighter aircraft to support our cargo business.

Our fleet plan focuses on maintaining a trip cost advantage relative to our main competitors while also providing us with flexibility for growth into new markets both domestically and internationally. Based on our current firm orders, between 2024 and 2025, we expect to add approximately 30 next-generation E2 aircraft, two A320neo aircraft and 4 A330neo aircraft replacing older generation aircraft. These new generation aircraft are more fuel-efficient than older generation aircraft, and therefore we expect that our fleet plan will allow us to maintain market-leading trip costs and to reduce our CASK, both in absolute terms and relative to our main competitors.

Industry-Leading PRASK

We utilize a proprietary yield management system that is key to our strategy of optimizing yield through dynamic fare segmentation and demand stimulation. We target both business travelers, to whom we offer convenient flight options, and cost-conscious leisure travelers, to whom we offer low fares to stimulate air travel and to encourage advanced purchases. This segmentation model has enabled us to achieve a market-leading PRASK of 30.41 centavos in the year ended December 31, 2019. In addition, in 2019, our PRASK represented a 18.7% premium compared to Gol. We believe our superior network and product offering allows us to attract high-yield and frequent business travelers. Our PRASK was impacted by the COVID-19 pandemic, reaching R$24.95 centavos in the year ended December 31, 2020 and R$28.07 centavos in the year ended December 31, 2021. Our PRASK reached R$36.88 centavos in 2022 and R$39.46 centavos in 2023, record level, which is further evidence of the demand recovery and the sustainable competitive advantages of our business.

According to ABRACORP, we held a 30% share in terms of Brazilian revenue share.

Most Efficient Cost Structure in the Brazilian Market

We have leveraged our management team’s experience by implementing a disciplined, low-cost operating model to achieve our operational efficiencies. We believe we have achieved these operational efficiencies primarily through:

•Optimized aircraft for markets and routes served;

•Low cost of sales, distribution and marketing through direct-to-consumer marketing, e-commerce and associated use of social networking tools;

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•Lower costs due to single-class cabin configuration for our domestic flights;

•Operation of a modern fleet with better fuel-efficiency and lower maintenance costs than previous generation aircraft;

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

•Investment in check-in technology to increase operating efficiencies; and

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

We have a robust and scalable operating platform that features advanced technology such as ticketless reservations, an Oracle financial system, a mobile app, and electronic check-in kiosks at our main destination airports. We believe that our scalable platform provides superior reliability and safety and will generate economies of scale as we continue to expand.

Strategic Global Partnerships

We have established long-term strategic partnerships with United and TAP. In 2015, United, acting through a subsidiary, acquired shares representing approximately a 5% economic interest in our company for US$100 million. In 2018, United acquired additional shares and increased its economic interest in our company to 8.0%. Our alliance with United has enhanced the reach of our mutual networks and created additional connecting traffic, as both we and United began selling each other’s flights on our websites through a codeshare agreement. This codeshare agreement also provides customers flying on both airlines with a seamless reservations and ticketing process, including boarding pass and baggage check-in to their final destination, and we are evaluating possible additional cooperation with United.

As part of the TAP’s privatization process in 2016, a consortium of private investors (including our principal shareholder) acquired a stake in TAP, and we invested €90 million in exchange for TAP Bonds convertible into 41.25% economic interest in TAP.

On March 14, 2019, we acquired a fully diluted economic stake of 6.1% in TAP from Hainan Airlines (Hong Kong) Co. Limited for a purchase price of US$25 million.

On August 10, 2020, as informed at TAP’s extraordinary shareholders meeting, due to the crisis caused by the COVID-19 pandemic, the Portuguese government negotiated an aid package of €1.2 billion for TAP airline with the European Commission, conditioned upon, among other factors, the elimination of the right to convert senior bonds into equity, so that they would not be diluted by the Portuguese government's financial contribution.

On October 2, 2020 Azul successfully concluded the sale of its equity participation in TAP as part of the restructuring effort led by the Portuguese government, raising approximately R$70 million in cash.

As a result of our existing codeshare agreements with United and TAP, our customers have access to more than 200 additional destinations worldwide. In addition, we believe that our strategic partnerships with these airlines provide our TudoAzul members with a broad range of attractive redemption options.

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. We strive to hold our employees accountable to maintain the quality of our crew and customer service.

Our service features include advanced seat assignment, leather seats, individual entertainment screens with free live television at every seat in all our jets, extensive legroom with a pitch of 30 inches or more, complimentary beverage and snack service, free bus service to key airports we serve (including between the city of São Paulo and Viracopos airport) and a fleet younger than that of our competitors.

We focus on meeting our customers’ needs and in 2023 Azul was elected the second most on-time airline in the world in 2023! We are the first Brazilian airline to achieve this recognition, awarded by Cirium, the world's leading reference for operational data in the airline industry. An airline is considered punctual when its flights land up to 14 minutes after the planned arrival time, and Azul has been recognized for meeting this goal in most of its almost 1,000 daily flights. We are very proud to show the world the excellence of Brazilian work.

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Well-Recognized Brand

We believe 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 of our high-quality service. As a result of our strong focus on customer service, surveys that we have conducted indicate that, as of December 31, 2023, 71% of our customers would recommend or strongly recommend Azul to a friend or relative. In addition, we use the NPS (Net Promoter Score) metric to measure customer satisfaction and in 2023, our average score totaled 54.9. The strength of our brand has been recognized in a number of awards:

•Named “#2 world’s most on-time airline” in 2023 by CIRIUM;

•Winner in “Air mobility” and “Best net promoter score (NPS)” categories in 2023 by Experience Awards;

•Named "Best National Airline" in 2023 by O Melhor de Viagem 2023/2024;

•Winner in “Best Wi-Fi and entertainment” category in 2023 by Passenger Choice Awards;

•Named “Best Regional Airline in South America” in 2023 by Skytrax;

•Named "Best Airline" in 2023 by Kayak Travel Awards;

•Named "Best Airline" and “Most on-time Airline” 2023 by Aviação Mais Brasil (federal government’s annual award);

•Named “world’s most on-time airline” in 2022 by CIRIUM;

•Named "Best Airline in customer service in Brazil" in 2022 by Consumidor Moderno Awards;

•Named "Best Innovation in Customer Experience" in 2022 by International Customer Experience Awards;

•Named "Best Airline" in 2022 by Reclame Aqui Awards in the following categories: Airline (Azul), Tourism and Leisure (Azul Viagens);

•Named "Best Airline" in 2022 by “Aviões e Músicas” Awards in Azul: winner in Brazilian Airline and economic class categories

•Named “Best Regional Airline in South America” in 2022 by Skytrax;

•Named “Best Satisfaction Index among airlines in Brazil” in 2022 by NPS Awards;

•Ranked the best airline in Brazil by “ANAC (Consumidor.gov.br)” in 2022: Least amount of customer complaints, Number one in problems solution with Highest customer satisfaction index;

•Ranked among 100 most responsibility companies in ESG ranking by MERCO (Corporate Reputation Business Monitor);

•Named “Best Airline in South America” in 2022 by APEX (Airline Passenger Experience Association);

•Named “Best in Customer Centric Culture” in 2022 by Customer Centricity World Series Awards;

•Named "Best Airline" in 2021 by Kayak Travel Awards in all categories: boarding, comfort, crew member, entertainment and food;

•Named "Best Company" in 2021 by Customer Experience Track in the following categories: disruptive innovation, customer journey, spotlight and culture;

•Named "Best Airline" for the third consecutive year by Reclame Aqui and the second in the overall;

•Named "The Most Admired Brand" by Band Communication Award in Aviation category;

•Named “Best Airline in the World” in 2020 by TripAdvisor Traveler’s Choice Awards, the first time a Brazilian Flag Carrier ranked number one in the Traveler’s Choice Awards;

•Ranked among the ten best airlines in the world in 2017, 2018 and 2019 and best airline in Latin America in 2018 and 2019 by TripAdvisor Traveler’s Choice Awards, the only Brazilian airline ever to appear on this ranking;

•Named “Best Airline in Brazil” in 2019 for the third consecutive year by Melhores Destinos, the largest web portal of airline fare promotions and loyalty programs in Brazil;

•Named “Best Regional Carrier in South America” in 2018 and 2019 by Skytrax, an aviation research organization;

•Named “Best Staff in South America” in 2019 for the fourth consecutive year by Skytrax;

•Recognized as the “Most On-Time Low Cost Carrier in the World” by OAG in 2018 for the second time;

•Recognized as the “Most On-time Low Cost Carrier in the Americas” by OAG in 2018;

•Named “Fastest Check-in in Brazil” in 2018 for the third consecutive year by the Civil Aviation Secretariat (Secretaria de Aviação Civil);

•Named “Best Low Cost Carrier in South America” in 2017 for the seventh consecutive year by Skytrax;

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

•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; and

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

In addition, as a result of our strong brand awareness and focus on customer service, our TudoAzul loyalty program had more than 16 million members as of December 31, 2023 and has been recognized with the following awards:

•Named “Best Loyalty Program in Brazil” from 2016 to 2020 by Melhores Destinos;

•Named “The Loyalty Program with the Best Fares in Brazil in 2016-2017” by Melhores Destinos; and

•Recognized as having “The Most Innovative Co-Branded Credit Card” at the 2015 Loyalty Awards Event presented by Flight Global, a renowned website recognized by the global aviation community as a reliable source of news, data and expertise relating to the aviation and aerospace industries.

Experienced Management Team

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

•Our Chairman and Founder David Gary Neeleman, a dual Brazilian and U.S. citizen, who has founded five airlines in three different countries, including JetBlue Airways;

•Our Chief Executive Officer, John Peter Rodgerson, who previously served as our Chief Financial Officer and our Investor Relations Officer, where he was responsible for implementing our financial strategy and cost structure since our inception. Mr. Rodgerson also served as Director of Planning and Financial Analysis at JetBlue Airways for five years, and as President of our main operating subsidiary – ALAB, from August 2019 to October 2022;

•Our Chief Financial Officer and Investor Relations Officer, Alexandre Wagner Malfitani, who previously served as the Head of our TudoAzul loyalty program, and our Director of Finance and Treasurer. Before joining Azul, Mr. Malfitani held the position of Managing Director of Treasury at United Airlines, having also worked in the finance industry, including as a fund manager at Deutsche Bank and as a trader at Credit Agricole Indosuez;

•Our Chief Revenue Officer, Abhi Manoj Shah, who has nearly 20 years of experience in the aviation industry and has previously held executive positions at JetBlue Airways and Boeing. He was responsible for developing our yield management, network planning and revenue structure. Mr. Shah also serves as President of our main operating subsidiary – ALAB, since October 2022;

•Our Chief Technical Officer, Antônio Flávio Torres Martins Costa, who has been part of the Azul founding team since inception and has nearly half a century of experience in the airline industry, having served as Chief Technical and Operations Officer at Pluna S.A. and OceanAir, and as Chief Technical Officer at Varig;

Most of our senior management team has worked together for almost ten years and has been with us since our launch. All non-Brazilian individuals on the team are residents in Barueri, State of São Paulo, with permanent work visas. In addition to Mr. Neeleman, all of our principal officers are also shareholders in our company, and all are motivated by participation in our stock-based incentive plans, which we believe aligns shareholders’ and management’s interests. Our management team has focused on establishing a successful working environment and employee culture. We believe the experience and commitment of our senior management team have been a critical component in our growth, as well as in the continuing enhancement of our operating and financial performance.

To align senior management interests with our results of operations, we provide a leadership incentive plan based on the achievement of pre-defined company performance targets including operating margin, customer satisfaction, crewmember satisfaction, and on-time performance. We also have established a stock option plan for our leadership that vests over a four-year period. See “Item 6.B. Management Compensation—Stock-Based Incentive Plans.”

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Principal Strategies

Adding Larger, More Fuel Efficient, Next-Generation Aircraft to our Fleet

We intend to continue adding next-generation, more fuel-efficient aircraft to our fleet replacing older generation aircraft. In addition to providing us with leading low seat costs, these aircraft have more seats contributing to an increase in revenue generated from connecting traffic, our loyalty business, our cargo business, and our travel package business. Based on our current firm orders, between 2024 and 2025, we expect to add approximately 30 next-generation E2 aircraft, two A320neo aircraft and 4 A330neo aircraft replacing older generation aircraft.

We have begun to introduce next-generation Airbus A320neos, which have 56 more seats than our current E-Jets for longer-haul leisure service in December 2016. At that time, we started flying between our main hub in Campinas and our other hub in Recife with our next-generation Airbus A320neos. This approximately three-hour flight provides us with a 29% lower seat cost than our current E-Jets and provides sufficient seat capacity to connect customers between both hubs.

We started to introduce the Embraer E2 to replace current generation E-Jets starting in the second half of 2019. The E2s have 18 additional seats and a 25% lower cost per seat and a 14% lower cost per trip compared to the E-Jets.

We believe that by applying this strategy we will continue improving our profitability going forward by reducing our cost per seat while expanding revenue.

Increasing Flight Frequencies, Connecting Cities and Adding New Destinations

While most of our capacity growth over the next five years is expected to derive from the replacement of smaller aircraft with larger next generation aircraft, we intend to continue identifying, entering into and rapidly achieving leading market presence in new markets or underserved markets with high growth potential. We also intend to continue to grow by adding new destinations to our network, further connecting the cities that we already serve with new non-stop service, increasing frequency in existing markets, and using larger aircraft in markets that we have developed and grown over the years.

We intend to apply our disciplined approach of selecting new destinations that can be served by our ATR or Embraer aircraft, with a continued focus on Brazilian cities where we believe there is the greatest opportunity for profitable growth, and on select destinations in South America with perceived high growth potential. Our ATR aircraft give us a significant strategic advantage in the ability to enter new cities and access previously untapped demand, since these aircraft only have 70 seats and, therefore, have much lower trip costs than larger aircraft and require fewer passengers for the flight to become profitable.

We believe there are significant opportunities to connect the cities we currently serve with non-stop service where none existed before. We believe that our Embraer fleet is the ideal fleet type to connect such cities due to the combination of seat count and low trip costs.

On existing routes that we believe present additional demand, we intend to increase the number of daily flights with our E-Jets to achieve or further increase schedule superiority over our competitors. For example, we increased our daily departures on the Campinas—Rio de Janeiro route from three to 15 between March 2009 and December 2019, and our daily departures on the Campinas—Belo Horizonte route from four to 10 between August 2009 and December 2019. By providing this additional convenience to our customers, we aim to continue stimulating demand for our products and services. We also intend to continue operating the A320neos mostly in high density, longer-haul leisure markets. In 2020, as a result of the COVID-19 pandemic, the number of daily departures reduced significantly compared to 2019, but we remain focused on our long-term strategy and confident in a full recovery by the end of 2021.

We plan to focus our international growth on connecting our strong presence in Brazil via our hub in Campinas, Belo Horizonte and Recife and our current long-haul international destinations Fort Lauderdale, Orlando, Lisbon and Porto. We believe we are especially suited to stimulate additional demand for travel to key long-haul international destinations, which can be served by our Airbus A330s, by taking advantage of our focused domestic route structure, both in terms of passengers and overall connectivity throughout Brazil. We continue to leverage our position as the largest airline in Viracopos airport by offering international flights as well as connecting passengers throughout Brazil. Additionally, our codeshare flights with United and TAP enables us to connect our main hubs with United’s destinations in the U.S. and TAP’s destinations in Europe.

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Continue to Unlock Value from our TudoAzul Loyalty Program

As a result of the growth of our network, we believe there is an opportunity to further unlock value from our TudoAzul loyalty program. With more than 16 million members as of December 31, 2023, TudoAzul has been the fastest growing loyalty program among the three largest programs in Brazil for the past seven years, according to publicly available information of such competitors, including disclosure filed with or furnished to the SEC and information available on their respective websites. TudoAzul sells loyalty points to business partners as well as directly to program members. Our current business partners include financial institutions such as Itaú, Santander, Livelo (Banco do Brasil’s and Bradesco’s loyalty joint venture), and Caixa, retailers (including Casas Bahia, Magazine Luiza and Fast Shop), and travel partners (including Accor, RentCars, Hertz, and Booking.com).

In September 2014, we launched an Azul-branded credit card in partnership with Banco Itaucard S.A.

In addition, in December 2015, we launched Clube TudoAzul, an innovative, subscription-based product through which members pay a fixed recurring amount per month in exchange for TudoAzul points, access to promotions and other benefits. We also offer members the ability to buy points to complete the amount required for a reward, or pay a fee to renew expired points or transfer points to a different member’s account. We believe that our international flights and strategic partnerships with international carriers, including United and TAP, provide our TudoAzul members with a broad range of attractive redemption options.

In October 2020, we also launched an Azul co-branded credit card, the Azul Itaucard Visa Infinite, which is the best positioned card in Itaú portfolio and offers the best benefit of any airline credit card in Brazil.

We offer last-seat availability to TudoAzul members and have significant flexibility to price redemptions in a way that is competitive with other loyalty programs, thus helping to maximize TudoAzul’s attractiveness. We actively manage the price of our redemptions, offering very competitive fares in points when seat availability is high and optimizing margin in peak, high-demand flights. We have also developed an exclusive, proprietary pricing system, which provides ample flexibility to price redemptions within a given flight. This allows us to sell seats using several combinations of points and money. It also allows us to customize pricing using a number of different factors, such as a member’s elite tier, membership in Clube TudoAzul, and age (allowing us to offer lower prices to infants and children). We are confident that this proprietary system offers more flexibility than those of our main competitors, therefore allowing us to create promotions, stimulate cross-sell of other TudoAzul products, and more accurately price redemptions to maximize profitability.

In an effort to maximize the value creation potential of TudoAzul, we have been managing the program through a dedicated team since mid-2015. On a standalone basis, TudoAzul’s gross billings ex-airline totaled R$2,692 million in the year ended in December 31, 2023. Given the number of exclusive destinations we operate, our network strength, and the expected growth of passenger air travel, credit card penetration and usage and member loyalty in Brazil, we believe that TudoAzul is a strategic business for us. As TudoAzul is our wholly-owned subsidiary, all of the cash flows generated by this high-growth, high-margin business accrue to our shareholders in a tax-efficient manner. We plan to continue investing in TudoAzul’s expansion and evaluating opportunities to unlock value for this strategic asset.

Continue to Increase Ancillary, Cargo and Other Revenue

We intend to continue growing our ancillary, cargo and other revenue, by both leveraging our existing products and introducing new ones. We intend to focus on deriving further value from our existing ancillary and other revenue streams, which represented R$116.93 per passenger as of December 31, 2023 and included revenue from bag fees, upgrades, other passenger related fees, cargo services, sales of advertising space in our various customer-facing formats, and commissions on travel insurance sales. As a result of the introduction of larger next-generation aircraft to our fleet, we expect to have more seat availability for our TudoAzul loyalty program and our Azul Viagens travel package business as well as additional cargo capacity.

Other revenue streams are expected to be mostly driven by our logistics solutions business, Azul Cargo. In 2023, Azul Cargo net revenue decreased 5.4% compared to 2022, reaching R$1.1 billion mostly driven by our decrease in international cargo volume transported. We ended 2023 with a 32.5% share of cargo volume transported in Brazil, resulting from our unique network and the capillarity support it provides to our cargo business. In addition, we intend to continue growing our ancillary services and other revenue streams, including Azul Viagens, our travel package business.

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Continue to Establish and Extend Strategic Partnerships

As of December 31, 2023, we had codeshare agreements with United, TAP, JetBlue, Turkish Airlines, Ethiopian Airlines, Emirates, Air Canada, Copa Airlines, Beijing Capital, Alitalia and Avianca Colombia, as well as 26 interline agreements with a number of other international airlines, allowing us to handle passengers traveling on itineraries that require multiple flights on multiple airlines widening our network. As part of our plans to expand globally, we have established strategic partnerships with United and TAP. We view these and possible future relationships with other airlines as strategic ways of allowing us to expand our network with connectivity throughout the United States, Europe and Asia without having to commit the full resources on our own. We believe that our existing and future customer base are increasingly taking advantage of the ability to fly internationally, and we aim to be able to offer our Brazilian customers a seamless ability to do so, whether by purchasing tickets on partner airlines on our website or through connected and complimentary schedules facilitating onward travel outside of Brazil. In addition to facilitating a more global network for us through these partnerships, we are exploring a variety of cooperative arrangements, including additional interline agreements, code-sharing, access to partner airlines’ frequent flyer programs and possible cobranding efforts. We also see opportunities to leverage these relationships to facilitate greater operating efficiencies by utilizing partner expertise in maintenance, cargo transport and even possible pilot and crew training and redeployment, as well as redeployment of redundant or unneeded aircraft. We are exploring joint ventures and other arrangements with our partners to determine the most effective and beneficial ways to leverage these relationships for all parties.

We view our partnerships as critical to our global connectivity but also as a way to addressing macroeconomic pressures in Brazil. By working with our partners, we believe we have and can continue to adapt to changing economic conditions and do so swiftly in areas involving our fleet, crews and operating expenses. We expect to continue evaluating strategic partnership opportunities, including investments and acquisitions, that allow us to improve our network, offer more attractive benefits to our TudoAzul members, enhance our brand and build loyalty and revenue.

In June 2020, we announced a codeshare agreement with LATAM to connect routes in our respective domestic networks in Brazil. The two carriers also signed a frequent flyer agreement, enabling 12 million TudoAzul and 37 million LATAM Pass members to earn points in the frequent flyer program of their choice. The codeshare agreement would provide customers in Brazil with a vast array of new and more convenient connection opportunities and also facilitate a smoother travel experience between Azul and LATAM flights with shared ticketing, check-in and baggage transportation. In May 2021, we announced the cancellation of the codeshare by Latam Airlines Brasil.

Description of Our Products and Services

Our principal product is the scheduled air transportation of customers, which generates passenger ticket and non-ticket revenue. In addition, we generate revenue through our wholly-owned TudoAzul loyalty program, 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, 95 of which we served exclusively as of December 31, 2023. We also target 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 revenue and other revenue, such as passenger related ancillary revenue, cargo revenue through our Azul Cargo business, and the sale of travel packages, through our Azul Viagens business.

Passenger Revenue

We believe our extensive network and our range of product offerings allow us to attract high-yield business travelers, who we believe make up the largest component of our ticket revenue and customers. According to ABRACORP, we held a 30.2% share in terms of Brazilian business-focused travel agency revenue and our average business-focused travel agency ticket price was the highest compared to our main competitors in the year ended December 31, 2023. We attribute this to our network connectivity, which provides business passengers with several connection options allowing them to more easily and conveniently reach their destinations, as well as to the fact that we are the only player in certain markets that are attractive to business travelers. Leisure travelers, by contrast, are typically more price sensitive than business travelers, but tend to be more flexible regarding flight schedules.

Passenger revenue also includes revenue derived from the sale of TudoAzul points to third parties. For more information, see “Item 4.B. Business Overview—TudoAzul Loyalty Program.”

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In the year ended December 31, 2023, passenger revenue was R$17,227.7 million, representing 92.8% of our net revenue. Ancillary items such as bags, upgrades, itinerary changes and other air travel-related fees are recognized in passenger revenue while non-passenger related items including cargo, travel packages, and revenue from aircraft subleases are recognized under other revenue.

In addition to generating passenger revenue derived from the sale of tickets and TudoAzul points, we generate ancillary revenue by selling travel insurance and by charging fees for certain services, such as checked baggage fees, cancellation fees, change fees, no-show fees, call center booking fees, online booking fees. We also offer upgrades to our premium “Espaço Azul” seats that feature additional legroom in our domestic flights and to our “Economy Xtra,” “SkySofas” and business class seats available on our international flights serviced with Airbus A330 and A350 aircraft. Our “Economy Xtra” cabin has an additional three inches of legroom in a 2-4-2 configuration and our “SkySofas” are an innovative feature consisting of four economy seats with a footrest that can be raised to create a flat, sofa-like, flexible space for families to sleep together more comfortably.

Other Revenue

Other revenue streams are expected to be mostly driven by our logistics solutions business, Azul Cargo. In 2023, Azul Cargo net revenue decreased 5.4% compared to 2022, reaching R$1.1 billion, mostly driven by our decrease in international cargo volume transported. We ended 2023 with a 32.5% share of cargo volume transported in Brazil.

We have two 737-400 freighter aircraft and 5 E-Jets dedicated cargo freighter. We offer cargo transportation services to over 4,500 cities and communities, more than 2,000 of which we can deliver to in 48 hours, and we have around 300 cargo 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 losses occur during the ground transportation.

We also derive revenue streams from our travel and tourism operations, Azul Viagens, 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 website or, as of December 31, 2023, at one of the 3,282 travel agencies that offer our travel products or at one of our 100 free-standing stores.

Other revenue was R$1.3 billion in 2023, representing 7.2% of our net revenue, respectively. Ancillary items such as bags, upgrades, itinerary changes and other air travel-related fees are recognized in passenger revenue while non-passenger related items including cargo, travel packages, and revenue from aircraft subleases are recognized under other revenue.

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Route Network

We offer flights to every region in Brazil and to select international destinations. The map below shows the destinations and routes we currently serve.

As of December 31, 2023, we served 167 destinations, including 147 cities across every region in Brazil, the largest number of destinations offered by a Brazilian airline and our flights represented 40% of the total domestic departures in the country. Our main hub is in Campinas at Viracopos airport, approximately 100 kilometers (62 miles) from the city of São Paulo. From Viracopos airport, we provided non-stop service to 62 Brazilian cities accounting for 96% of that airport’s 141 daily domestic departures as of December 31, 2023.

Our second largest hub is located at Belo Horizonte’s main airport, where we served 51 domestic destinations and had a 67% share of that airport’s 125 daily departures as of December 31, 2023. This hub serves Belo Horizonte, which is the capital city of Minas Gerais, the third wealthiest state in Brazil according to IBGE.

We also built a hub in Recife, which serves 34 non-stop destinations. We had a 71.2% share of Recife’s airport’s 103 daily domestic departures as of December 31, 2023. Recife is one of the largest cities in the Northeast of Brazil, and this hub allows us to increase flight connectivity within the Northeast region to other parts of Brazil.

Our diversified network allows us to connect not only our main hubs but also strategic airports throughout Brazil located in, among other places, São Paulo (Guarulhos and Congonhas airports), Rio de Janeiro (Santos Dumont and Galeão airports), Porto Alegre, Cuiabá, Belém and Manaus.

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Domestic Routes

The chart below shows the number of non-stop domestic destinations offered by us and by our competitors at select airports as of December 31, 2023:

Non-stop Domestic Destinations by Airport (December 31, 2023)

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The table below shows our top ten cities served by average number of departures per day as of December 31, 2023.

Airport	Azul Average Number of Departures per Day	Azul Leadership Position (departures)
Campinas	147	1
Belo Horizonte (Confins)	93	1
Recife	79	1
Rio de Janeiro (Santos Dumont+GIG)	44	3
Curitiba	38	1
Porto Alegre	38	1
Cuiabá	20	1
São Paulo (Guarulhos)	23	3
São Paulo (Congonhas)	45	3
Belém	26	1

Source: Azul

Our focus on providing a large route network with convenient service has enabled us to become the market leader in 130 cities and 84% of our routes in terms of departures, being the only operating airline in 91 cities and the leader on 84% of our routes as of December 31, 2023. By comparison, as of December 31, 2023, Gol and LATAM were leading carriers in 8 and 19 cities in Brazil, respectively . In addition, the routes in which we hold a leadership position represent approximately 86% of our total ASKs and 81% of our total passenger revenue.

The chart below shows the number of cities we serve and the number of cities in which we are a market leader in terms of departures by cities served in comparison with Gol and LATAM, as of December 31, 2023.

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Azul Route Position (Domestic, Dec 2023)

Source: ANAC and Azul<br><br>* Considers leadership in terms of number of departures

Our extensive network coverage allows us to offer more itineraries and connections than our competitors, which serve a significantly lower number of destinations.

We believe our optimized fleet is uniquely tailored to the Brazilian market and to our growth strategy, allowing us to serve cities with different demographics ranging from large capitals to smaller cities throughout Brazil. For more information on our fleet, see “Item 4.B. Business Overview—Fleet.” As a result, we believe we effectively match capacity to demand by offering more convenient and frequent non-stop service than Gol and LATAM, which exclusively fly larger aircraft within Brazil, and we believe are limited to serving only a subset of cities profitably due to infrastructure restrictions that do not affect certain of our aircraft. We believe we are effective in adjusting our capacity to meet demand by timing aircraft deliveries and maintenance schedules accordingly. 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.

International Routes

Our international expansion strategy is based on connecting our strong presence in various cities in Brazil. We recently announced new destinations such as Paris and Curaçao. Together with Miami/Fort-Lauderdale, Orlando, Lisbon and Montevideo, we are putting together a very relevant international network. In addition, we serve other international destinations according to seasonal demand.

For the year ended December 31, 2023, our international revenue, including cargo, represented 20.9% of our net revenue, compared to 18.4% for the year ended December 2022.

We believe our main hub in Campinas, which offers non-stop flights to 66 domestic destinations and is the largest domestic hub in South America in terms of destinations served is uniquely suited to serve our international routes due to our focused domestic route structure, both in terms of passengers and overall connectivity throughout Brazil. Once in Campinas, our international passengers are able to take advantage of our full domestic route structure to connect to every region in Brazil. In the United States, we already serve Fort Lauderdale and Orlando, Florida from Viracopos, Belo Horizonte and Recife.

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To enhance our connectivity outside of Brazil, we have entered into codeshare and frequent flyer reciprocity agreements with United and TAP, as well as 9 other codeshare and 26 interline agreements with several other international carriers. For more information on our codeshare arrangements and strategic partnerships, see “Item 4.B. Business Overview—Strategic Partnerships, Alliances and Commercial Agreements.”

In March 2016, we established a strategic partnership with TAP, further supporting our plans to expand globally. For more information regarding our investment in TAP, see “Item 4.B. Business Overview—Strategic Partnerships, Alliances and Commercial Agreements—TAP.” As a result of this strategic partnership, in June 2016, we successfully launched a non-stop codeshare flight between our and TAP’s main hubs, Campinas and Lisbon, respectively. As of December 31, 2023, TAP served over 80 destinations, including over 10 destinations in Brazil, and therefore was the number one European carrier serving Brazil in terms of number of seats and flights. Our flight to Lisbon enhances our passenger connectivity between Brazil and Europe and allows our business and leisure passengers to take advantage of TAP’s network to access key destinations in Europe. Furthermore, we expect to continue taking advantage of our network connectivity by adding select destinations in South America to be served by our narrow-body aircraft.

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 company culture focused on customer service that serves as the foundation of a differentiated travel experience. According to surveys we have conducted, as of December 31, 2023, 71% of our customers would recommend or strongly recommend Azul to a friend or relative. In addition, we use NPS (Net Promoter Score) to measure customer satisfaction, and in 2023 our score totaled 54.9.

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, focusing on providing customers with a travel experience that we believe is unique among Brazilian airlines. 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.

Product Features

We endeavor to provide our passengers with a differentiated travel experience focused on convenience and comfort. To serve this goal, we offer customers the following features:

•a fleet younger than those of our main competitors, Gol and LATAM;

•advanced seat assignment;

•leather seats;

•individual entertainment screens with free live television at every seat in all our jets;

•extensive legroom with a pitch of 30 inches or more;

•complimentary beverage and snack service on domestic flights;

•free bus service to certain key airports we serve (including between the city of São Paulo and Viracopos airport); and

•four-seat “SkySofas,” offering full-length beds in certain economy class cabins.

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On-Time Performance

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 been ranked among the top ten most on-time low-cost carriers in the world since 2016.

The following table sets forth certain performance-related customer service measures for the periods indicated:

	For the year ended December 31,
	2023		2022		2021
On-Time Performance(1)	85.7	%	88.9	%	90.5	%
Completion Rate(2)	98.6	%	98.7	%	99.1	%
Mishandled Bag Rates(3)	3.83		3.36		2.68			Source: Cirium and Azul
---	---
(1)	Percentage of our scheduled flights that were operated by us and that arrived on time (within 15 minutes).
(2)	Percentage of our scheduled flights that were operated by us, whether or not delayed (i.e., not cancelled).
(3)	Number of bags mishandled per 1,000 passengers.

Strategic Partnerships, Alliances and Commercial Agreements

General

As part of our plans to expand globally, we have established strategic partnerships that allow us to improve our overall network, expand our international connectivity, offer more attractive benefits to our TudoAzul customers, enhance our brand and build customer loyalty and revenue. These strategic partnerships provide for expanded cooperation through commercial cooperation agreements, codeshare and interline arrangements, as well as marketing initiatives, loyalty program reciprocity or benefit sharing, enhanced service levels at airports and equity and debt investments in us by our partners, or by us in our partners.

Our commercial cooperation agreements establish broad frameworks for cooperation in such areas as code-sharing, interlining, marketing, service and aircraft and engine maintenance, among other areas. Interline agreements are entered into among individual airlines to handle passengers traveling on itineraries that require multiple airlines, allowing passengers to utilize a single ticket and to check their baggage through to their final destination. Code-share agreements differ from interline arrangements in that they allow airlines to identify a flight with an airline’s code even though the flight is operated by another airline, which enhances marketing and customer recognition.

We have entered into a commercial cooperation, a codeshare and frequent flyer reciprocity agreements with United and TAP and have entered into another 9 codeshare and 26 interline agreements with several other international carriers, including JetBlue, Etihad Airways, Air Europa, Lufthansa, Copa Airlines, and Aerolíneas Argentinas. We believe these strategic relationships allow us to increase our load factor on flights departing from Brazilian airports operated by our partners and expand our brand exposure internationally for our Brazil-based and international customers. Our codeshare agreements with United, JetBlue and TAP allow us to sell flights to virtually all destinations served by these carriers, contributing to the growth of our international operations and offering our passengers additional connectivity beyond Brazil. Furthermore, our relationships with other carriers allow us to expand our cargo operations by offering these services beyond the locations served by our own aircraft.

As a result of these arrangements and relationships, our customers have access to more than 200 additional destinations worldwide. We believe that our strategic relationships with our partner airlines, particularly United and TAP, provide our TudoAzul members with a broad range of attractive redemption options and allow us to leverage our TudoAzul program beyond our own network. We continue exploring joint ventures and other arrangements with our strategic partners to determine the most effective and beneficial ways to expand our business and increase profitability through these relationships.

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United

On June 26, 2015, we entered into an investment agreement with Calfinco, a subsidiary of United, pursuant to which it acquired Class C preferred shares representing a 5%, non-voting economic interest in us. Such Class C preferred shares were converted on a one-to-one basis into Class A preferred shares on February 3, 2017, which were then simultaneously renamed “preferred shares” and subsequently subject to a two-for-one stock split on February 23, 2017, resulting in United holding 10,843,792 preferred shares through a subsidiary. Pursuant to this agreement, United has the right to elect one member of our board of directors so long as it retains at least 50% of the Class C preferred shares it received on the date of its investment or preferred shares resulting from their conversion. United has designated a representative on our board effective as of August 24, 2018. See “Item 6.A. Directors and Senior Management—Board of Directors.” United is a party to our Shareholders’ Agreement, which provides for United’s right to elect one director, so long as they hold at least 50% of the Class C preferred shares it received on the date of its investment or preferred shares resulting from their conversion. For more information, see “Item 7.B. Related Party Transactions—Shareholders’ Agreement.” On April 27, 2018, United closed a private preferred share transaction with Hainan to acquire 16,151,524 preferred shares of our company increasing its shareholding in us to 26,995,316 preferred shares, representing 7.75% of our economic interest as of December 31, 2023.

In connection with United’s investment, we also entered into a commercial cooperation agreement with United on June 26, 2015 which governs the expanded cooperation between both of our companies with respect to certain matters, including (i) code-sharing, (ii) loyalty programs, (iii) special terms relating to passengers and cargo, (iv) marketing programs, (v) corporate accounts and sales contracts, (vi) employee interline pass travel, (vii) service levels at specific airports, and (viii) the negotiation of a commercial joint venture between us and United whereby we would share resources with United and split revenue related to specified matters relating to our and their route networks in order to optimize profitability for both us and United. To date, this joint venture has not yet been established, and we and United continue discussing objectives, the type of joint venture, revenue sharing and other matters.

Our alliance with United enhances the reach of our network and creates additional connecting traffic, as both we and United cross-sell each other’s flights on our websites. This arrangement provides customers flying on both airlines with a seamless reservation and ticketing process, including boarding pass and baggage check-in to their final or any other destination. United is a principal member of StarAlliance, but Azul currently has no plans to join such alliance.

We expect that our overall relationship with United, including the code-sharing, commercial and other arrangements that are either in place or being discussed by us, will increase international travel by Azul customers to the United States and other international destinations that we do not serve but which are served by United. We also expect that such relationship will increase traffic of United customers to and across Brazil via our network of domestic locations beyond the limited airports served by United in Brazil.

TAP

TAP is the national carrier of Portugal and is a leading carrier between Europe and Brazil. We have had a long relationship with TAP since our inception.

TAP was wholly-owned and operated by the Portuguese government until June 2015, when it was privatized. At that time, Atlantic Gateway owned 45% of TAP’s voting shares, employees held a 5% interest, and the Portuguese government had an ownership of 50% of the voting shares. On March 14, 2019, we acquired a 6.1% economic stake in TAP for US$25 million.

In connection with TAP’s privatization process, we invested €90 million in 7.5% bonds due March 2026, secured by an interest in TAP’s loyalty program, convertible at our option into newly issued TAP equity securities without any further payment by us.

On July 3, 2020, TAP announced an agreement with the Portuguese government in exchange for financial support in the amount of €1.2 billion. The agreement consists of the sale of Azul's indirect stake in TAP of 6.1%, for approximately R$65 million, and elimination of the right to convert the senior bonds held by the Company of €90 million maturing in 2026, according to the terms and conditions of the transaction, which was approved by Azul shareholders at an extraordinary general meeting held on August 10, 2020. All other contractual conditions of the senior bonds will be maintained, including the status of senior creditor, annual interest rate of 7.5%, the right to the constitution of guarantees agreed on the respective terms and conditions, such as TAP's loyalty program.

Codeshare Agreement

ALAB signed, in 2015, a codeshare agreement with United and TAP which will provide transport of passengers whose tickets have been issued by one of the airlines and the service is performed by the other.

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Sublease of Aircraft to TAP

As part of our fleet optimization efforts, we leveraged our strategic partnership with TAP by subleasing, at a discount, aircraft to TAP since 2016. As of December 31, 2023, 4 aircraft were subleased to TAP.

Joint Venture with TAP

On February 6, 2020, we entered into a Cooperation Agreement with TAP. This transaction was approved by Azul shareholders on December 9, 2019 and was submitted to regulatory approvals in February 2020. On March 27, 2020 the Brazilian Administrative Council for Economic Defense (CADE – Conselho Administrativo de Defesa Econômica) approved the acquisition without imposing further obligations for the parties. The closing date of the transaction has not been determined as of the date of this filing and is subject to further developments following the impact of the COVID-19 pandemic.

We have no other formal strategic partnership or other operating agreements with TAP, but are exploring other agreements and arrangements with TAP as a means of further connecting TAP and its widespread European operations with our Brazilian customers. We are also discussing the possibility of establishing a joint venture with TAP in order to jointly explore flights between Brazil and Portugal. We believe that such cooperation with TAP has the potential for significant synergies primarily through the joint marketing and sales of tickets and cargo for our flights as well as TAP’s flights between Brazil and Portugal. On December 9, 2019 the shareholders of Azul approved the execution of a Cooperation Agreement regarding a “Non-Corporate Joint Venture” directed to offer joint air transportation services between ALAB and TAP that further aligns both companies’ strategies. This agreement was executed on February 7, 2020 and remains subject to regulatory approvals.

For more information on the impact of the COVID-19 pandemic on our investments and business arrangements, including with respect to TAP, see “ Item 3.D. Risk Factors.

TwoFlex

On February 21, 2020, our wholly-owned subsidiary ALAB and TwoFlex announced that they have entered into a certain Quota Purchase Agreement under which Azul agreed to acquire the Brazilian regional carrier TwoFlex for the total purchase price of R$123 million. TwoFlex, rebranded “Azul Conecta” is a domestic airline based in Jundiaí, Brazil, founded in 2013, and currently offers regular passenger and cargo service to 83 destinations in Brazil, of which only three regional destinations were previously served by Azul. Azul Conecta also holds 14 daily departure and arrival slots on the auxiliary runway of Congonhas, São Paulo’s downtown airport. Congonhas is a particularly coveted airport because of its proximity to São Paulo’s business districts and because of its status as Brazil’s most slot-constrained airport. Currently, Azul's two larger competitors, Gol and LATAM, control most of the flights in Congonhas. Azul Conecta’s fleet is composed of 19 owned Cessna Caravan aircraft, a regional turboprop with a capacity of 9 passengers. The transaction was approved without restrictions by the Administrative Council for Economic Defense (CADE) on March 27, 2020 and on May 14, 2020, Azul announced the completion of the acquisition process of TwoFlex and the purchase price payments were completed in 2022.

LATAM

In June 2020, we announced a codeshare agreement with LATAM to connect routes in our respective domestic networks in Brazil. The two carriers also signed a frequent flyer agreement, enabling more than 12 million TudoAzul and 37 million LATAM Pass members to earn points in the frequent flyer program of their choice. The codeshare agreement would provide customers in Brazil with a vast array of new and more convenient connection opportunities and also facilitate a smoother travel experience between Azul and LATAM flights with shared ticketing, check-in and baggage transportation. In May 2021, we announced the cancellation of the codeshare by Latam Airlines Brasil.

LILIUM

In August 2021, we announced a strategic partnership with Lilium, a wholly owned subsidiary of Lilium N.V., to build an exclusive “eVTOL” network in Brazil. The efforts to implement operations through eVTOL, a 100% electric airplane model with zero carbon emissions, is part of our strategy to innovate and maintain an even more sustainable business model, aligned with our ESG commitments and the best practices in the market. This potential commercial arrangement has a total value of up to US$1 billion and includes a fleet of 220 Lilium eVTOL aircraft with anticipated delivery to commence no earlier than 2025, subject to completion of aircraft certification activities and any required regulatory approvals. This strategic alliance and aircraft order remains subject to the parties finalizing commercial terms and definitive documentation relating thereto.

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Revenue Management

Our revenue management model is focused on effective pricing and yield management, which are closely linked to our route planning, and our sales and distribution methods.

The fares and the number of seats we offer at each fare are determined by our internally developed, proprietary, proactive yield management system and are 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.

Our model of fare segmentation seeks to maximize revenue per seat through dynamic inventory adjustment depending on demand. By increasing price segmentation, we are able 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, as well as leisure travelers who usually pay lower fares for tickets purchased in advance.

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 main 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 or low-frequency flyers, and for whom we offer low fares to stimulate air travel and encourage advance purchases.

We utilize a proprietary yield management system that is key to our strategy of optimizing yield through dynamic fare segmentation and demand stimulation. We target both business travelers, to whom we offer convenient flight options, and cost-conscious leisure travelers, to whom we offer low fares to stimulate air travel and to encourage advanced purchases. We believe that our fare segmentation model has enabled us to achieve a market-leading PRASK. We believe our superior network and product offering allows us to attract high-yield and frequent business travelers.

TudoAzul Loyalty Program

Our wholly-owned loyalty program TudoAzul, which was launched in May 2009, aims to enhance customer loyalty and brand recognition. TudoAzul had more than 16 million members as of December 31, 2023 and has been the fastest-growing loyalty program in terms of members among the three largest programs in Brazil for the past six years according to information publicly available on the websites of Smiles and LATAM Pass, the loyalty programs of Gol and LATAM, respectively. TudoAzul members earn at least one point and up to six points per each real spent in tickets on Azul.

Redemptions of points for one-way tickets start at 3,000 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 3,000 points. We believe that with a system that awards at least as many points as Brazilian 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.

We offer last-seat availability to TudoAzul members and have significant flexibility to price redemptions in a way that is competitive with other loyalty programs, thus helping to maximize TudoAzul’s attractiveness. We actively manage the price of our redemptions, offering very competitive fares in points when seat availability is high and optimizing margins in peak, high-demand flights. We have also developed an exclusive, proprietary pricing system, which provides ample flexibility to price redemptions within a given flight. This allows us to sell seats using several combinations of points and money. It also allows us to customize pricing using a number of different factors, such as a member’s elite tier, membership in Clube TudoAzul, and age (allowing us to offer lower prices to infants and children). We are confident that this proprietary system offers more flexibility than those of our main competitors, therefore allowing us to create promotions, stimulate cross-sell of other TudoAzul products, and more accurately price redemptions to maximize profitability.

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Most TudoAzul points expire two years after issuance. Frequent flyers achieve “TudoAzul Topázio” (Topaz) status when they accumulate 5,000 qualifying points, “TudoAzul Safira” (Sapphire) status once they accumulate 10,000 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 Viracopos, Santos Dumont, Confins, Brasília and others, priority boarding, higher baggage allowances, and dedicated telephone and e-mail services.

Since the program’s inception, TudoAzul members have generally demonstrated a willingness to pay higher average fares 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.

Our current TudoAzul business partners, which offer TudoAzul members options to accrue and redeem points, include financial institutions such as Itaú, Santander, Livelo (Banco do Brasil’s and Bradesco’s loyalty joint venture), and Caixa, retailers (Casas Bahia, Magazine Luiza and Fast Shop), and travel partners (including Accor, RentCars, Hertz and Booking.com).

In September 2014, we also launched an Azul-branded credit card in partnership with Banco Itaucard S.A. In addition, in December 2015, we launched Clube TudoAzul, an innovative subscription-based product through which members pay a fixed recurring amount per month in exchange for TudoAzul points, access to promotions and other benefits. We also offer members the ability to buy points to complete the amount required for a reward, or pay a fee to renew expired points or transfer points to a different member’s account. Finally, we believe that our international flights and loyalty program partnerships with international carriers, including United, TAP and Copa provide our TudoAzul members with a broad range of attractive redemption options.

To maximize the value creation potential of TudoAzul, we have been managing the program through a separate, dedicated team since mid-2015. On a standalone basis, TudoAzul’s gross billings excluding the airline totaled R$2,692 million for the year ended December 31, 2023, R$2,218 million for the year ended December 31, 2022 and R$1,105 million for the year ended December 31,2021. We believe TudoAzul has significant growth potential.

Given the number of exclusive destinations we operate, our network strength, the expected growth of passenger air travel, credit card penetration and usage and member loyalty in Brazil, we believe that TudoAzul is a key strategic asset for us. We plan to continue investing in TudoAzul’s expansion and evaluating opportunities to unlock value for this strategic asset.

A sample of the key operating statistics demonstrating TudoAzul’s growth are set forth below:

	2023	2022	2021
Gross billings ex-airline (in millions of reais)	2,692	2,217.7	1,104.8
Total members (in millions)	16.6	15.0	13.7
Total partners	103	71	86

Marketing

We strive to achieve the highest marketing impact at the lowest cost through efficient and effective marketing and advertising strategies. Our marketing and advertising strategies are consistent with our low-cost operating model. We believe we 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 (Google Search, Facebook, Twitter, and YouTube), email, websites, mobile marketing, and generating word-of-mouth recognition of our service, including through our TudoAzul loyalty program and our visibly branded bus service between São Paulo and Viracopos airport. Our marketing and advertising strategies also involve sales and promotion campaigns with our travel partners.

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In addition, we increase our visibility and brand recognition by featuring Azul advertisements on the individual entertainment screens at every seat in all of our E-Jets and Airbus fleet, which feature free live television on domestic flights, and by offering our onboard customers our Azul Magazine (which is also a source of revenue, mainly from paid advertisements), snacks branded with our logo, Coca-Cola soft drinks and seasonal free premium beer happy hours. We also build our brand by offering our business travelers with our VIP lounge in Viracopos airport. Additionally, we engage in marketing by maintaining planes in our livery painted with recognizable symbols, like the Brazilian flag, and symbols supporting important social causes, like breast cancer awareness, a social cause that we have supported through our corporate social responsibility platform since our foundation. We also place logos of key partners on our planes to generate additional revenue, such as Sky TV and Coca-Cola, and feature high visibility partnerships, such as “The World’s Most Magical Fleet”, with Walt Disney World Resort. Furthermore, we engage in guerilla marketing campaigns (which consist of marketing activities conducted in public places, such as the airports and the aircraft that we operate) to enhance our brand recognition and provide promotions directed at our customers.

Sales and Distribution

We currently sell our products through six primary distribution channels: (i) our website, (ii) our mobile app, (iii) our call center, (iv) airport stations, (v) Azul Viagens freestanding stores, and (vi) third parties such as travel agents, including through their websites. Direct internet bookings by our customers represent our lowest cost distribution channel.

We intend to continue working to increase sales through online channels, in particular sales through our website and our mobile app, as these sales are more cost-efficient and involve lower distribution costs than sales through travel agencies. In conjunction with Navitaire, a provider of host reservation services and other ancillary services, including data center implementation services, network configuration and design services, we developed a direct connection to travel agencies using online portals that bypass expensive distribution through GDS, resulting in a considerably lower indirect distribution cost. This allows travel agencies to use common internet programming schemes, which have almost fixed low costs that do not vary by sales, to develop their front end, mobile and internet applications with a direct connection to our reservation system. In connection with sales booked through travel agents, we pay incentive commissions to travel agents who attain our 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 website and call center to offset its operating costs.

Fleet

As of December 31, 2023, Azul had a passenger operating fleet of 183 aircraft and a passenger contractual fleet of 189 aircraft, with an average aircraft age of 7.4 years excluding Cessna aircraft. At the end of 2023, the 6 aircraft not included in our operating passenger fleet consisted of (i) 3 Embraer E1s subleased to Breeze, and (ii) 1 ATR and 2 Embraer E1s being prepared to exit the fleet. Azul ended the year with approximately 82% of its capacity coming from next-generation aircraft, far higher than any competitor in the region.

Our operating fleet excluding Cessna Caravan aircraft has an average age of 7.4 years, which is significantly younger than the average of our main competitor. We believe operating a young fleet leads to better reliability, greater fuel efficiency and lower maintenance costs. Our Embraer E-Jets seat up to 118 customers, our next-generation Airbus A320neos accommodate 174 passengers and our fuel-efficient ATR aircraft seat 70 customers, while the aircraft used by our two principal competitors in Brazil have between 144 and 220 seats. As of December 31, 2023, the average trip cost of our fleet was R$49,842, resulting from the resumption of the operation after the impacts of the COVID-19 pandemic.

In addition to leveraging the strength of our domestic network and maximizing the growth potential of our loyalty program and cargo operations, in December 2016, we began adding next-generation Airbus A320neo aircraft to our fleet with lower seat and trip costs to serve longer-haul leisure and peak hour focus-city to focus-city service. For example, on long-haul flights such as a flight between Campinas and Salvador, the trip cost flying a next-generation Airbus A320neo is approximately only 5% higher than the trip cost of an E-195. However, as the next-generation Airbus A320neo has 56 more seats than the E-195, its CASK is 29% lower. As a result, by adding next-generation aircraft to our fleet, we expect to maintain market-leading trip costs and to reduce our CASK, both in absolute terms and relative to our main competitors.

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The following tables set forth the composition of (i) our contractual fleet, which consists of aircraft that are contractually leased or owned by us and; (ii) our operating fleet, which consists of aircraft that are being operated by us, including spare aircraft, for the periods indicated.

Total Contractual Fleet	Number<br>of seats		As of December 31,
		2023		2022		2021		2020		2019		2018		2016
Embraer aircraft
E-190/195	106-118		47		55		57		67		70		72		81
E-195-E2	136		20		14		9		9		4		—		—
ATR aircraft
ATR 72	68-70				44		42		39		33		33		49
Airbus aircraft
Airbus narrowbody	174-214		55		52		49		45		41		20		5
Airbus widebody	242-298		12		16		14		13		10		7		7
Cessna Caravan	9		27		27		17		17		—		—		—
Boeing 737 (Freighter)	—		2		2		2		2		2		—		—
Total Contractual Fleet			207		210		190		192		160		132		142		Total Operating Fleet	Number<br>of seats		As of December 31,
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
		2023		2022		2021		2020		2019		2018		2017
Embraer aircraft
E-190/195	106-118		42		43		47		53		55		63		79
E-195-E2	136		20		14		9		7		4		—		—
ATR aircraft
ATR 72	68-70		39		40		33		33		33		33		39
Airbus aircraft
Airbus narrowbody	174-214		55		52		47		45		38		20		12
Airbus widebody	242-298		11		12		11		11		10		7		7
Cessna Caravan	9		24		19		17		17		—		—		—
Boeing 737 (Freighter)	—				2		2		2		2		2		—
Total Operating Fleet			191		182		166		168		142		125		137

As of December 31, 2023, 40 aircraft of our fleet were owned or debt-financed and 169 were financed under leases. Our owned aircraft and debt-financed aircraft were financed through credit facilities with different creditors, of which 3.5% was denominated in reais and 96.5% was denominated in U.S. dollars as of December 31, 2023.

Based on our current firm orders, we have contractually assumed the commitment to acquire 127 aircraft, 96 directly from manufactures and 31 from lessors.

Embraer

We were the first and currently are 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 is a result of 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 intend to reproduce our model.

We have a strong and close partnership with Embraer, which is headquartered in São José dos Campos, São Paulo, approximately 100 km from our headquarters in the city of Barueri, state of São Paulo, and approximately 150 km from our main hub in Campinas, São Paulo. Our 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 and 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. Our first generation of Embraer E-Jets (the “E1s”) are fuel-efficient, with fuel consumption averaging approximately 20% less than a Boeing 737 series, according to Embraer, and thus offering significantly lower trip costs than larger narrow-body aircraft.

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The new generation of Embraer E-Jets (the “E2s”) have 18 additional seats, accommodating up to 136 passengers, and offering 26% lower cost per seat and 14% lower trip cost compared to the E1s.As part of our fleet transformation process, we expect to replace our entire Embraer E1 fleet with next-generation E2 aircraft in the upcoming years, resulting in a significant reduction in operating cost, achieving more efficiency for a sustainable growth from both economic and environmental standpoint. Embraer E-Jets continue to feature state-of the-art fly-by-wire technology, which continues to provide operating safety while reducing pilot workload and fuel consumption.

ATR

We are one of the largest ATR operators in the world and ATR is the world’s largest manufacturer of 50-to-70-seat turboprop aircraft. ATR turboprop aircraft provide significantly lower operating costs than jets, with fuel consumption averaging approximately 45% per trip less than a comparably sized jet. The ATR 72-600 is the newest member of the ATR family known for its high efficiency, dispatch reliability and low fuel burn. It 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 Embraer E-Jets. We began operating ATR aircraft in March 2011 for two strategic purposes: to serve short-haul direct routes between smaller destinations where jet aircraft would be less profitable, and to feed customer traffic from secondary markets into our main hubs.

Airbus

As part of our strategy to maintain a young and efficient fleet, we expect to add more 37 next-generation Airbus 320neo family aircraft to our fleet up to 2029. The next-generation Airbus A320neo family replaces the current A320ceo 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 174 passengers with larger luggage spaces, and an improved air purification system. Our A320neos are equipped with CFM International LEAP-1A engines and have approximately 15% less fuel consumption and less noise production when compared to the A320ceos, as well as an increase in range of approximately 500 nautical miles.

We began operating the Airbus A330-200 aircraft (the “A330ceo”), configured up to 272 seats, in December 2014, and currently have 5 aircraft serving Fort Lauderdale, Orlando, and Lisbon with these aircraft. According to Airbus, the A330 aircraft delivers better economics than competing aircraft, meets higher environmental standards, and provides greater passenger comfort. We also have 5 Airbus A330-900neo aircraft (the “A330neo”). This aircraft comes with 298 seats in a high-density configuration. The cabin interior is divided into 34 business class, 108 “Economy Extra”, and 156 economy seats. The A330neo has the most advanced passenger cabin today dubbed “Air Space by Airbus,” bringing together an enhanced experience for passengers and optimum performance based on comfort, ambience, service and design. Moreover, the A330neo reduces fuel consumption by 14% per seat compared to the A330ceo, making it the most cost-efficient, medium range widebody aircraft in the market.

Between 2024 and 2025, we expect to add approximately 30 next-generation E2 aircraft, two A320neo aircraft and 4 A330neo aircraft replacing older generation aircraft.

We began operating the Airbus A350-900 aircraft (the “A350neo”), configured up to 334 seats, in December 2022. According to Airbus, the structure of the A350neo includes more than 70% state-of-the-art items such as composites, titanium, and modern aluminum alloys to create a lighter and more economical aircraft, which increases its technical-operational efficiency and guarantee 20% less fuel consumption per seat, resulting in much lower CO₂ emissions per seat compared to the A330ceo, aircraft that will be replaced by the A350neo aircraft, bringing much more comfort to our customers and more efficiency in terms of fuel consumption and CO₂ emission, resulting in a reduction in the cost per seat and helping us to achieve carbon neutrality by 2045.

Fuel

Fuel costs are our largest operating expense. Fuel accounted for 34.9%, 45.2% and 32.8% of our total operating expenses for the years ended December 31, 2023, 2022 and 2021, respectively. 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 Brazilian 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.

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We purchase fuel from a number of distributors in Brazil, principally from Raízen Combustíveis Ltda., Air BP Brasil Ltda. and Vibra Energia (formerly BR Distribuidora). All such companies are authorized by the National Petroleum Agency (Agência Nacional do Petróleo), or ANP, to market products derived from oil for aviation throughout Brazil, with whom we have agreements to purchase all of our jet fuel needs in certain locations. Our agreements with Air BP Brasil Ltda. and Raízen Combustíveis Ltda. are in effect until December 2027. Our agreement with Vibra Energia is in effect until 2025 subject to certain conditions and corporate approvals. For our international flights departing from outside of Brazil, we purchase fuel from local providers.

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 more information on the fuel-related risks we face, see “Item 3.D. Risk Factors—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 have an adverse effect on us”.

Airlines often use West Texas Intermediate, or WTI, crude or heating oil future contracts to protect their exposure to jet fuel prices. In order to protect us against volatile oil prices, we have entered into derivative future contracts in the past and may do so from time to time. We also have the possibility of negotiating customized hedging products directly with fuel distributors, with the purpose of locking in the cost of the jet fuel we will consume in the future, and protect ourselves against any fuel price or exchange rate risk.

Moreover, building on our operations team’s significant experience with the E-Jet and Airbus aircrafts, 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. We have a robust program to reduce the auxiliary power unit (APU) utilization during transit time and we are working together with the relevant authorities to optimize the air space to reduce our flown distance.

The following chart summarizes our fuel consumption and our fuel costs for the periods indicated.

	For the Year Ended December 31,
	2023		2022		2021
Liters consumed (in thousands)	1,291,297		1,206,925		979,762
Aircraft fuel (R$ in thousands)	5,890,485		6,561,288		3,257,223
Average price per liter (R$)	4.56		5.44		3.32
Percent increase (decrease) in price per liter	(16.18)	%	63.52	%	43.34	%
Percent of operating expenses	34.9	%	45.2	%	32.8	%

Airports and Other Facilities and Properties

Airports

Currently, a significant number of Brazil’s public airports are currently managed by INFRAERO, an airport operator wholly-owned by the Brazilian government, or by private concession holders. Brazil’s airline industry has grown significantly over the past years and, as a result, some of Brazil’s airports face significant capacity constraints.

Airlines and service providers may lease areas within federal, state or municipal airports, such as hangars and check-in counters, cargo terminals, ticket counters and back offices, subject to concessions or authorizations granted by the authority that operates the airport – which may be federal, the state, the municipality or a private concession holder, as the case may be. No public bid is required for leases of spaces in passenger terminal, although federal typically conducts processes similar to a public bidding process if there is more than one applicant, for cargo terminals or hangars. 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.

With respect to our international 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. These agreements can contain provisions for periodic adjustments of rental rates, landing fees and other charges applicable under the type of lease and the extension of the concession term. Under these agreements, we are responsible for the maintenance, insurance, utilities and certain other facility-related expenses and services.

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In 2011, the Brazilian government started to grant the operation of certain airports in Brazil by way of concessions following public bids. Between 2011 and 2019, 22 airports have been privatized after bidding procedures, including our three hubs, Viracopos, Confins and Recife airports. The concessions for these airports have terms of between 20 and 30 years. In April 2021, the Brazilian government auctioned off another 22 airports located in the Southern, Mid and Northern regions of the country.

Following the concession for the operation of Viracopos airport, our largest hub, in February 2012, a series of new investments for Viracopos airport have been made by Aeroportos Brasil, a private consortium that won the bid to operate Viracopos airport. In April 2016, Aeroportos Brasil transferred all operations to a new passenger terminal, which is approximately six times larger than the old terminal. Total investments at Viracopos airport totaled approximately R$3.0 billion between 2012 and 2016.

As a result of the transfer of our operations to the new passenger terminal at Viracopos airport, we signed a “Terminal Transfer Incentive Agreement” with Aeroportos Brasil which established a detailed construction schedule for this new terminal and gave us certain rights to impose penalties in the event of noncompliance. Due to the fact that Aeroportos Brasil has not complied with certain contractual obligations under this agreement, we have retained 40% of the airport landing fees from February 2017 until May 2018. As a result of this retention, Aeroportos Brasil filed a collection action against us, which was settled in May 2018 and, consequently, the retention of airport landing fees was resolved. Pursuant to the settlement agreement, we agreed to finish some certain areas of the construction of the new terminal at Viracopos Airport using the airport landing tariffs retained from Aeroportos Brasil. For more information on this proceeding, see “Item 8.A. Consolidated Statements and Other Financial Information —Legal Proceedings.”

In addition, Aeroportos Brasil, which holds a concession for the operation of Viracopos airport from ANAC, filed for bankruptcy protection in 2018 as it has not complied with its contractual obligations relating to the construction of a new terminal. On February 17, 2020 creditors approved Aeroportos Brasil’s debt restructuring plan, which requires returning the concession for the operation of Viracopos airport to ANAC to initiate a re-bidding process. In accordance with article 13 and pursuant to Law 13448, to begin the re-bidding process for the concession to a new operator ANAC will (i) suspend concession forfeiture proceedings; (ii) amend the concession agreement entered into with Aeroportos Brasil to determine the covenants and minimum services to be rendered during the new bidding process; (iii) issue a technical and economic viability study, public bidding rules and a new concession agreement. Once the proceeding is concluded, the operation of Viracopos airport should be transferred to a new operator (in case the re-bidding is successful) or otherwise returned to the government.

Our second largest hub is Confins airport, the main airport in Belo Horizonte, whose concession was granted to private operators in 2013. In 2016, this concession concluded the construction of a new passenger terminal increasing Confins airport’s capacity to up to 22 million passengers per year. We are the leading carrier at Confins airport with a 72% share of its domestic departures to 60 destinations in 93 domestic daily flights as of December 31, 2023

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 flights available to São Paulo passengers. In August 2019 ANAC announced a temporary distribution of 41 slots in Congonhas airport previously operated by Avianca Brasil, of which 15 slots were allocated to us. As a result, we adjusted our flight schedules at Congonhas airport and since September 2019, we started operating a shuttle service between Congonhas and Rio de Janeiro and between Congonhas and Belo Horizonte ceasing to operate flights to Porto Alegre and Curitiba. In 2022, Azul achieved an important advance in its presence in Congonhas. With the new rules for slot distribution defined in Resolution No. 682/2022 and the increased capacity in Congonhas operations, Azul increased its number of slots at this airport from 26 to 84. As a result, Azul started to offer more scheduled flights from Congonhas to important destinations such as Brasília, Porto Alegre, Curitiba, Belo Horizonte, Recife and Rio de Janeiro as of March 26, 2023.

We built a hub in Recife to increase flight connectivity within the Northeast region of Brazil. Recife has the largest GDP of Brazil’s Northeast region according to IBGE and is our closest Latin American hub for non-stop flights to both Europe and the United States. Our Recife hub serves 47 destinations. We had a 73.0% share of Recife’s airport, and 79 daily domestic departures as of December 31, 2023. Our diversified network allows us to connect not only our main hubs but also strategic destinations throughout Brazil such as São Paulo (Guarulhos and Congonhas airports), Rio de Janeiro (Santos Dumont and Galeão airports), Porto Alegre, Cuiabá and Manaus.

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Other Facilities and Properties

Our primary corporate offices and headquarters are located in the city of Barueri, state of São Paulo, where we lease 8,213.95 square meters under three lease agreements that expire in December of 2025. We also entered into a lease agreement for a warehouse and office complex in Fort Lauderdale, United States.

We also lease four hangars totaling 29,560.64 square meters for our full capability maintenance center in Belo Horizonte, with expirations from 2023 to 2035. We also lease one hangar in Manaus totaling 3,133.20 square meters and one in Cuiabá totaling 2,535.71 square meters for E-Jets and ATR line maintenance with leases expiring in 2024 and undetermined period, respectively. We also lease one hangar in Campinas totaling 92,219.86 square meters, with the lease expiring in 2042. Our training facility for pilot and cabin crew education, UniAzul, located at Viracopos airport has 14,576 square meter is under a lease agreement that expires in 2027. UniAzul is located less than a mile away from Viracopos airport, our main hub. This facility provides training services both for our own crewmembers, including pilots, 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, one ATR flight simulator and one A320 flight simulator, all of them 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 TAP, Embraer and the Brazilian Air Force. We have plans to expand the training programs offered at UniAzul through partnerships with technical schools and universities.

We also lease a 9,600 square-feet warehouse and office complex, located in Fort Lauderdale within the airport area, under a lease that expired in 2022 and a new contract is under negotiation.

Competition

Domestic

The two largest airlines in Brazil in terms of RPK share are Gol and LATAM. Both Gol and LATAM 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. The principal competitive factors on these routes that are served by more than one airline are fares, total price, flight schedules, aircraft type, passenger amenities, number of routes served from a city, customer service, on-time performance, 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 believe we are less susceptible to the effects of fare competition involving our main competitors, which fly from the airports in the city of São Paulo. As of December 31, 2023, 25% and 12% of our domestic network overlapped with that of Gol and LATAM, respectively. At Viracopos airport, our primary hub, only 7 out of 66 domestic destinations faced direct competition from Gol or LATAM as of December 31, 2023. While Gol, LATAM or any other airline may enter the markets we currently serve exclusively or in which we hold a large market share, we believe that our extensive connectivity allows us to avoid competition in numerous of the markets we serve, in particular from our competitors operating larger aircraft such as Gol and LATAM as it is more difficult to profitably serve our markets with larger aircraft. See “—Route Network.”

Before we started our operations, Gol and LATAM controlled over 90% of the Brazilian airline market in terms of RPK share. From 2008 to 2015, 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 LATAM lost market share following our entry into the market, the number of passengers transported by both airlines increased in that time period. As of December 31, 2023, we had an 28.4% market share of domestic RPKs, according to ANAC.

In December 2018, Avianca Brasil filed for judicial reorganization (recuperação judicial) and as of May 2019 it ceased to operate flights. Most of Avianca Brasil’s slots have been redistributed by ANAC to incumbent airlines.

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The following table sets forth the historical market shares on domestic routes, based on revenue passenger kilometers, of the significant airlines in Brazil for each of the periods indicated:

Domestic Market Share— Scheduled Airlines	2023		2022		2021
Gol	33.3	%	33.7	%	31.8	%
LATAM Brasil	37.8	%	36.5	%	33.8	%
Azul	28.4	%	29.3	%	33.5	%
Others	0.5	%	0.4	%	0.9	%

Source: ANAC

In addition to other airlines, our competitors also include companies catering to other forms of transportation, principally bus services. We believe that many of our fares are competitive with the cost of road travel on many of our routes, in particular the discounted fares we offer through our yield management system for advance purchases.

International

We currently are the only carrier in Viracopos airport that offers non-stop service to the United States and Europe. As we expand our international services to select international destinations, our pool of competitors may increase and we may face competition from Brazilian, North American, South American and other foreign airlines that are already established in the international market and that participate in strategic alliances and codeshare 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, which would also drive up competition.

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. The open skies policy with the United States was approved by the Brazilian National Congress in March 2018. In March 2011, Brazil also signed an open skies agreement with Europe, which was initially expected to come into force in 2014 but still lacks the necessary approvals from the Brazilian executive branch in order to be considered and ratified by the Brazilian National Congress. These new regulations should increase the number of passengers in South America and may enable the expansion of our international services.

During 2022, our international operations were affected by the COVID-19 pandemic as a result of lockdowns imposed, border closures and travel restrictions. The table below shows the 2023 market share of Brazilian airlines in routes to/from Brazil based on RPKs:

International Market Share—Airline	RPK	Market Share
LATAM	23,696,385	67.38	%
Azul	8,085,240	22.99	%
GOL	3,384,034	9.62	%
Other	2,735	0.01	%
Total	35,168,393	100.0	%

Source: ANAC

Maintenance

Safety is our core 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 FAA, EASA and ANAC requirements, and our aircraft maintenance programs are approved by ANAC and are based on manufacturers’ maintenance planning documents and recommendations. 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.

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We have developed a technical operations organization structure and a Continuous Analysis and Surveillance System, or CASS, aimed at achieving the highest level of safety, airworthiness, customer-worthiness, dependability, quality and cost efficiencies of our aircraft fleet.

With this in mind, we have established an engineering and quality assurance department that oversees the compliance of all airworthiness requirements, and provides oversight of all maintenance activities in accordance with ANAC regulations and our CASS. Our engineering technical services set the standards and specifications for maintaining our aircraft and engines, monitor the performance reliability of the aircraft systems, engine and components, perform root-cause analyses of defects, and forecast long-term and short-term maintenance activities. We have also implemented aircraft and engine health monitoring programs to determine preventative or corrective actions. The newer generation aircraft and engines are able to transmit over ten times more performance data to the airline and aircraft manufacturer engineers, contributing to a higher reliability performance and improved safety. Our engineering and quality assurance crewmembers are trained and qualified in technical and airworthiness management with relevant aircraft type training and certification.

Aircraft maintenance and repair consists of routine and non-routine maintenance work and is divided into two general categories: line maintenance and base 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, Porto Alegre and Belo Horizonte, in addition to other airports we serve.

Base maintenance consists of more complex tasks that cannot be accomplished during an overnight visit and require well-equipped facilities, such as hangars. Base maintenance checks are performed following a pre-scheduled agenda and work scope for major checks. The scheduled interval for such major checks is set forth in the ANAC Approved Maintenance Program, and is based on the number of hours flown, landings and/or calendar time. Base airframe maintenance checks (which do not cover engine performance and overhaul shop visits) 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. Engine performance and overhaul shop visits are performed approximately every three years.

We currently perform all base airframe maintenance checks for our ATR aircraft and most of the E-Jets base airframe maintenance at our full-capability maintenance facility in Belo Horizonte and outsource certain base airframe maintenance checks for our E-Jets, Airbus A320neos and A330s to FAA, EASA and ANAC certified maintenance, repair and overhaul providers. Since April 2020, we are performing maintenance checks for our Airbus and E-Jet aircraft at our new full-capability maintenance facility in Campinas.

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 have one hangar in Manaus and Cuiabá for E-Jets and ATR line maintenance.

Our current strategy is to outsource all engine repair, performance restoration and overhaul shop visit maintenance to qualified third parties. As such, we have entered into the following long-term flight hour agreements with the following parties; most of such agreements require us to make monthly payments based on utilization and, in turn, these agreements transfer certain risks to the third party provider:

a)General Electric, or GE, the manufacturer of the CF34 engines installed on our E-Jet aircraft fleet—A power-by-the-hour agreement, effective throughout the period in which we operate each engine part of the agreement, which provides for comprehensive engine repair, performance restoration, overhaul, engine condition monitoring and diagnostics management of the CF34 engine fleet. Under this agreement, GE has equipped its GE Celma plant in Petrópolis near Rio de Janeiro to perform our engine maintenance since September 2012, resulting in a significant reduction in turnaround time and engine spares inventory, and avoiding the cost of shipping engines to the United States for maintenance.

b)Rolls-Royce, the manufacturer of the Trent 700 and Trent 7000 engines installed on our A330 and A330neo wide-body aircraft fleet, respectively—Separate power-by-the-hour agreements, or Total Care, each effective throughout the period in which we operate each engine part of the agreement, which provides for comprehensive engine repair, performance restoration, overhaul, engine condition monitoring and diagnostics management of Trent 700 and Trent 7000 engines fleet.

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c)CFM International, a joint venture between GE and Safran Aircraft Engines, the manufacturer of the Leap 1A engines installed on our next-generation Airbus A320neo family fleet—A power-by-the-hour twelve year agreement, which provides for the repair, performance restoration, overhaul, engine conditioning monitoring and diagnostics management of each Leap 1A engine fleet. Under this agreement, GE had the obligation to develop its GE Celma plant in Petrópolis near Rio de Janeiro to perform our engine maintenance with full capability by 2020, which it has fulfilled. This will result in significant reduction in turnaround time and engine spares inventory, and will avoid the cost of shipping engines to the United States for maintenance.

d)Pratt & Whitney, the manufacturer of the PW1900G engines installed on the E2 aircraft fleet—A power-by-the-hour twelve year agreement for each engine effective from the delivery date of the first aircraft and covering the repair, performance restoration, overhaul, engine conditioning monitoring and diagnostics management of the engine fleet.

To support the maintenance of our aircraft, we have entered into component flight hour services program agreements with various industry-leading specialists in the supply, exchange, repair, and lease of commercial aircraft repairable spares. These programs provide us with comprehensive inventory solutions for component repair, on-site inventory and access to spare parts exchange pools for our ATR, E-Jets, and Airbus aircraft fleets. Such programs allow us to optimize our component maintenance costs, improve our cash flow forecasting and achieve the high standards of component reliability required to maximize our aircraft availability. These agreements require us to make monthly payments based on flight hours, and in turn, the agreements transfer certain risks related to the supply and repair of component parts to the third-party service provider.

We have entered into the following long-term component flight hour agreements with the following parties:

a)ATR — An agreement expiring in 2028 which covers the component repair, on-site inventory and access to a spare parts exchange pool for our ATR72-600 aircraft fleet.

b)Embraer — E2 aircraft fleet is supported by an agreement expiring in 2032 which covers the component repair, on-site inventory and access to a spare parts exchange pool. The E1 aircraft fleet has a warranty repair agreement expiring in September 2022 which covers the repair of components

c)Airbus — Separate agreements for both the A320neo and A330 fleet expiring in 2028 and 2027, respectively, which cover the component repair, on-site inventory and access to a spare parts exchange pool.

Safety and Quality

We are committed to the safety and security of our customers and crewmembers as well as certified by the IATA Operational Safety Audit – IOSA, an internationally recognized quality and safety evaluation system designed to assess the operational management and control systems of an airline. We maintain an Operational Safety Team, divided into four departments that report to a General Manager: (i) Operational Safety, (ii) Maintenance and Occupational Safety, (iii) Ground Operations Safety, and (iv) Crisis and Emergency Response. The General Manager itself reports directly to the Director of Quality and Safety. Other three areas report directly to the Director of Quality and Safety: (i) Safety Promotion and Training, (ii) Quality and Safety Performance, (iii) Security. All our safety and quality team members have significant experience in the aviation industry and some of them have previously worked for international airlines and aircraft manufacturers, which provides them not only knowledge of airline safety and quality systems, but also familiarity with the fleet we operate.

The Operational Safety and Safety Promotion and Training departments are responsible for safety programs such as managing Safety Reports (voluntary and mandatory), Human Factors, the Flight Data Monitoring – FDM, and Line Oriented Safety Audit – LOSA, which maximizes reactive, proactive, and predictive actions to achieve high levels of safety in our operations.

The Quality and Performance department conducts audits and inspections in all operational areas in accordance with the Quality Management System. These stringent standards and requirements are key to assuring the very highest levels of safety and quality throughout the operational areas.

Maintenance and Occupational Safety strictly adheres to 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. The International Civil Aviation Organization ranks Brazil as Category 1 in flight safety standards, the same classification held by the United States and Canada. See “Regulation.” The area also guarantees the safety levels required by labor regulations.

The Security department focuses on the protection of aviation operations against acts of unlawful interference in compliance with TSA and ANAC security protocols, being also responsible for the security of executives and VIP customers, as well as physical and electronic security at administrative and operational facilities.

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Ground Operations Safety is responsible for preventing incidents during transportation of all different goods we carry in our passenger flights and in our freighter fleet. The department is also in charge of setting rules and procedures for the safe transportation of goods, being dangerous goods or regular cargo, as well as keeping track of all safety related procedures regarding ground handling suppliers and their operations.

The Crisis and Emergency Response department is responsible for training and maintaining a Special Assistance Team – SAT, composed of volunteers that are trained for emergency responses. This department also conducts regular drills, trainings and relevant media training along with our Communications Office.

Together with all the major safety programs currently in place, all of our fleet is equipped with electronic flight bags, an information management device that helps flight crew to perform flight management tasks safely. We are also the only airline in Brazil with ownership of full flight simulators. We maintain our aircraft in strict adherence to the manufacturer’s specifications and all applicable safety regulations, performing routine daily line maintenance as well as other proactive maintenance practices. We are also part of Embraer’s and Airbus’ Aircraft Integrity Monitoring Program, which provides close monitoring of malfunction trends in aircraft’s systems and components. We also strive to comply with or to exceed most health and safety standards. In pursuing these goals, we maintain an active aviation safety program, in which all our personnel is expected to participate and take an active role in the identification, reduction and elimination of hazards and threats.

We also operate the largest maintenance facility in Latin America: our MRO hangar, built in our home base and major hub, Campinas – Viracopos Airport (VCP). We are capable of carrying out most of our major maintenance procedures there, following the most up to date maintenance standards, along with state of the art equipment to maintain and improve several aircraft systems. Together with our main hangar, we operate another maintenance facility at Belo Horizonte’s Pampulha Airport, which serves our ATR-72 and E-Jets fleet. We are also investing on a second location in Belo Horizonte located at the international airport for future development and expansion of our maintenance services capabilities.

Our ongoing focus on safety and quality 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, flight dispatch and station operations.

Employees

We believe that the quality of our employees, whom we refer to as crewmembers, promotes 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 a highly productive workforce of considerate, passionate and friendly people who serve our customers and provide them with what we believe is 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 through town hall meetings and question and answer sessions and soliciting feedback for ways to improve cooperation 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 to be an additional source of corporate communication and assistance. Our executives also interact directly 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, we believe 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.

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We are focused on increasing the efficiency and productivity of our crewmembers. As of December 31, 2023, we had 79 FTEs per aircraft. The following table sets forth the number of our crewmembers per category and the number of FTEs per aircraft at the end of the periods indicated:

	At December 31,
	2023	2022	2021
Crewmembers
Pilots	2,219	2,010	1,970
Flight attendants	3,526	3,285	3,038
Airport personnel	3,706	3,265	2,976
Maintenance personnel	2,566	2,052	2,040
Call center personnel	1,017	823	895
Others	2,976	2,812	2,244
Total	16,010	14,247	13,163
End-of-period FTEs per aircraft	79	77	78

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 four flight simulators and have an extensive training program at UniAzul, our training facility adjacent to Viracopos airport. See “—Airports and Other Facilities and Properties—Other Facilities and Properties” and “—Safety and Quality.”

A national union represents all airline employees in Brazil. However, we do not have a direct collective bargaining agreement with any labor unions. Binding negotiations in respect of cost of living 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 federal legislation and are not the subject of labor negotiations. In addition, we have no seniority pay escalation. Since our FTEs per aircraft is lower than that of our main competitor, any wage increases have a lower impact on us, thus making labor costs less significant to our operations. As a result, we believe our results of operations are less affected by labor costs than those of our main competitor.

Our compensation strategy is competitive and meant to retain talented and motivated crewmembers and align the interests of our crewmembers with our own. Salaries 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 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.

To motivate our crewmembers and align their interests with our results of operations, we provide a leadership incentive plan 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 “Item 6.B. Management Compensation—Stock-Based Incentive 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.

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Environmental, Social and Governance (“ESG”) Responsibility

Aviation connects people, cultures and economies, leading in economic growth and social progress. Since our foundation in 2008, we have established our operations with a concern for social values, local development and environmental protection, aiming to create sustainable long-term relationships with all of our stakeholders.

Emissions efficiency is a constant concern for our sector. In May 2021, we announced our commitment to reach net-zero carbon emissions by 2045. To achieve this target, we are already implementing some initiatives focused eco-efficient operation through the country’s youngest and most fuel-efficient fleet, aligned with a robust social responsibility initiatives and fleet transformation plan.

Fuel consumption per passenger decreased as a result of new developments, more efficient aircraft models and effective operating processes. Our ongoing fleet transformation process, which consists of replacing older generation aircraft with next-generation fuel-efficient aircraft, will play a significant role in our sustainability efforts as we expect the renewed fleet to reduce our fuel consumption and carbon emissions per flight as well as passenger basis. We are constantly working on other initiatives to reduce our fuel consumption including route optimization and operational improvements.

In August 2021, we announced a strategic partnership with Lilium, a wholly owned subsidiary of Lilium N.V., to build an exclusive “eVTOL” network in Brazil. The efforts to implement operations through eVTOL, a 100% electric airplane model with zero carbon emissions, is part of our strategy to innovate and maintain an even more sustainable business model, aligned with our ESG commitments and the best practices in the market. This potential commercial arrangement has a total value of up to US$1 billion and includes a fleet of 220 Lilium eVTOL aircraft, with anticipated delivery to commence no earlier than 2025, subject to completion of aircraft certification activities and any required regulatory approvals. This strategic alliance and aircraft order remains subject to the parties finalizing commercial terms and definitive documentation relating thereto.

The most valuable asset of Azul is our committed and passionate crewmembers. Our mission is for our crewmembers to have the best job experience of their life while working at Azul, and for our customers the best flight experience. For us, our crewmembers are essential to our capacity to achieve excellence. Regardless of our position in the Company, we are all part of the same team, and the Azul experience is a collective effort that involves the commitment of all of us.

As of December 31, 2022, we were the sole airline on 74% of our routes, we are the leading airline in 134 Brazilian cities in terms of departures and carried approximately 30 million passengers in the year ended December 31, 2023. As a result, we support smaller communities that are located far from larger metropolitan areas, boosting their local economy. In addition to our diversified domestic network, we also serve select international destinations and partner with several airlines connecting customers to global destinations.

In 2020, we reaffirmed our commitment to the United Nations (UN) Sustainable Development Goals (SDGs) and developed an increasingly engaged social action, not only around our operating stations, but also across Brazil. We are committed to building a promising future, connecting people and changing lives through the work of our team of 6,012 volunteers and social investment projects that have directly benefited over 53,373 people in 2023.

We have developed several humanitarian aid actions such as transportation of health professionals and relevant cargo, such as masks, face shields, medical equipment, medication, alcohol gel, infrastructure for the field hospital in Campinas and vaccines, as well as repatriation flights for Brazilians. In 2022, with the expansion of the war in Ukraine, we lead an initiative to raise funds for the Ukraine people, giving the opportunity for the customers who want to donate to this important cause, to purchase seats for virtual flights between São Paulo-Campinas, Brazil and Ukraine. While the flights will not be flown, the total value of the purchase will be donated to the International Committee of the Red Cross to support their efforts to aid the millions of refugees leaving Ukraine.

We conduct our corporate governance with transparency and in accordance with the most relevant market guidelines that comply with SEC and CVM requirements. In order to formalize our commitments, we rely on several corporate documents, such as our Bylaws, the Code of Ethics, Conduct, and our Sustainability Policy and during 2021; we implemented some additional policies as the Anti-Corruption, Prevention of Use and Disclosure of Material Nonpublic Information and Disclosure and Securities Trading.

In 2023, our ESG initiatives and improvements were recognized by the market through our inclusion, for the third consecutive year, in the B3 Corporate Sustainability Index. At the same time, our Annual Report was among the 5 bests in Brazil in the ABRASCA ranking, highlighting our commitment to transparency. Our SBTi target short term was approved and it represent important milestone and endorsement of our ESG efforts and commitments.

For more information about our ESG, initiatives and results visit www.voeazul.com.br/ir.

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Seasonality

Our operating revenue and results of operations are substantially dependent on overall passenger traffic volume, which is subject to seasonal and other changes in traffic patterns. Therefore, our operating revenue and results of operations for any interim period are not necessarily indicative of those for the entire year. 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. 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.

The table below shows our average fare in reais for the periods indicated, reflecting our total passenger revenue divided by passenger flight segments for such periods:

	Average Fare (R)
Year Ended December 31,	First Quarter	Third Quarter	Fourth Quarter
2021	304.3	374.0	474.4
2022	449.1	558.3	588.7
2023	590.8	587.6	643.6

All values are in US Dollars.

Intellectual Property

Brands

We have registered, or applied for registration or renewed licenses for approximately 100 trademarks with the INPI including, among others, the trademarks “AZUL”, “TUDO AZUL,” “AZUL LINHAS AÉREAS BRASILEIRAS,” “AZUL FLEX,” “AZUL PROMO,” “AZUL VIAGENS,” “VOE AZUL,” and “AZUL CARGO EXPRESS.”. We have also registered / applied for approximately 20 trademarks outside Brazil, such as the European Union, Argentina, Chile and China.

Nonetheless, most of these trademarks were recently gave as collateral in the Company’s debt restructuring.

We operate software products under licenses from our vendors, including Oracle, Trax, Sabre, Navitaire, Amadeus, Comarch, Lufthansa, Sita, Jeppesen, SmartKargo, Juniper, Adobe, Service Now, Microsoft and OneTrust. Under our agreements with Embraer, ATR and Airbus we use their knowledge and proprietary information to maintain our aircraft.

Patents

We possess no patents registered with or granted by the INPI.

Domain Names

We have also registered several domain names with NIC.br, Brazil’s internet domain name registry, and other domain registrars. The registered domains are, among others, “voeazul.com.br,” “flyazul.com,” “azulcargoexpress.com,” “azulviagens.com.br” and “tudoazul.com”.

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.

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Brazil has signed and ratified the Chicago Convention of 1944, the Geneva Convention of 1948, the Montreal Convention of 1999 and the Cape Town Convention of 2001, the 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.

Regulatory Bodies

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

The Ministry of Infrastructure (formerly the Ministry of Transport, Ports and Civil Aviation) supervises civil aviation services and activities in Brazil and is responsible for issuing governmental policies for the sector. The Ministry of Infrastructure 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;

•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 Ministry of Infrastructure. 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. With respect to the recently privatized airports (Natal, Galeão, Confins, Guarulhos, Viracopos and Brasília), although INFRAERO still holds a minority stake in each of them, INFRAERO is no longer in charge of operations, which are now handled by their respective private operators.

The National Commission of Airport Authorities (Comissão Nacional de Autoridades Aeroportuárias), or CONAERO, which was created in 2011, is a commission within the Ministry of Infrastructure. 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.

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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

Brazil currently has more than 3,600 private and public airfields. Airlines that operate regularly scheduled flights primarily use public airport infrastructure, with 98% of total passenger traffic passing through a network consisting of 52 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.

In 2011, the Brazilian government started to grant the operation of certain airports in Brazil by way of concessions following public bids. Between 2011 and 2022, 59 airports have been privatized after bid concessions, including our three hubs, Viracopos, Confins and Recife. The concessions for these airports have terms of between 20 to 30 years.

Aeroportos Brasil, the holder of the concession to operate Viracopos airport, has announced its intention to return this concession to ANAC. Aeroportos Brasil’s judicial reorganization plan was approved by its creditors on February 14, 2020, provided that Aeroportos Brasil present its request for rebidding of Viracopos airport concession to the Brazilian federal government.

On February 18, 2020, the debt restructuring court approved the judicial recovery plan and on March 19, 2020, Aeroportos Brasil filed an application to ANAC for the rebidding of Viracopos airport, in compliance with the judicial recovery plan. On July 17, 2020, the Federal Government enacted Decree No 10.427/2020, authorizing the rebidding of Viracopos airport. On June 14, 2022 CPPI Resolution 232 extended the deadline for completion of the Viracopos airport licensing process to July 16, 2024 and the auction is planned to take place in the second quarter of 2023.

In April 2021, the Grupo de Consultores em Aeroportos (GCA), a consortium made up of various private companies and a potential bidder in the auction, filed a feasibility study with the Brazilian government for a new bidding process for the concession at Viracopos airport. Public consultation on the feasibility study was held in October 2021. After ANAC approval of the feasibility study on March 8, 2022, it was sent to the Tribunal de Contas da União. At the beginning of 2022 the process was suspended due to discussions between the concessionaire and ANAC about the non-depreciated assets to be indemnified, but on December 12, 2022 the minister of the court authorized the resumption of the process.

In March 2019, the Brazilian government concluded an auction for the concession of 12 airports grouped into three regional blocks – Northeast, Midwest, and Southeast, including our third largest hub in Recife. In April 2021, the Brazilian government auctioned another 22 airports located in the Southern, Mid and Northern region of the country, concluding the 6th concession round. In August 2022, the Brazilian government auctioned another 15 airports located in the North, Southeast and Central West region of Brazil. This auction is the most important one because includes Congonhas airport.

Resolution No. 682, of June 2022 regulates airport coordination and defines rules for slot allocation at coordinated airports. Under this resolution, airports operating at a high level of occupancy of their capacity are deemed by ANAC “coordinated airports.” The following airports are currently deemed to be “coordinated airports” by ANAC: Congonhas, Guarulhos, Pampulha, Recife and Santos Dumont.

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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 flights available to São Paulo passengers. In August 2019 ANAC announced a temporary distribution of 41 slots in Congonhas airport previously operated by Avianca Brasil, of which 15 slots were allocated to us. As a result, we adjusted our flight schedules at Congonhas airport and since September 2019, we started operating a shuttle service between Congonhas and Rio de Janeiro and between Congonhas and Belo Horizonte ceasing to operate flights to Porto Alegre and Curitiba. In 2022, Azul achieved an important advance in its presence in Congonhas. With the new rules for slot distribution defined in Resolution No. 682/2022 and the increased capacity in Congonhas operations, Azul increased its number of slots at this airport from 26 to 84. As a result, Azul will offer more scheduled flights from Congonhas to important destinations such as Brasília, Porto Alegre, Curitiba, Belo Horizonte, Recife and Rio de Janeiro as of March 26, 2023.

Due the significant impact caused by the COVID-19 pandemic, responsible for drastically reducing the number of flights, ANAC granted waiver for the rules about slots cancellations at airports coordinated for all seasons between winter 2019 and summer 2022, inclusive.

Due to the exceptional Avianca situation, ANAC amended Resolution No. 682 in June 2022 to increase the competition in congested airports. The new rules were used for the definitive distribution of the 41 slots used by Avianca Brasil at Congonhas airport, which were allocated provisionally in 2019, as well as the slots that may arise from increased airport capacity. In addition, the secondary slot market was also created, through the possibility of slot assignments between airlines from different economic groups, which reduces access and exit barriers for airlines at airports with scarce infrastructure, allows for dynamic market solutions among the players themselves, which can promote increased efficiency in the use of slots.

Additionally, the Federal Senate Resolution No. 32 of November 16, 2023, authorized the Brazilian Development Bank (BNDES) to contract an external credit operation with the New Development Bank (NDB), with the guarantee of the Federative Republic of Brazil, in the amount of up to US$500 million, which we expect it may facilitate the financing of airport infrastructure projects and air services, contributing to the growth and modernization of the sector.

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. We have airport areas under concession and certain areas which concessions are being duly formalized in order to be renewed.

Air Transportation Service Concessions

With the "Voo Simples" (Simple Flight) program, the sector was made less bureaucratic with changes in Brazilian legislation and air services are no longer public services but are now considered economic activities of public interest subject to regulation by the civil aviation authority, in the form of specific legislation. Airports can be private or public, which can be operated directly by the government, by specialized companies of the Federal Public Administration, through agreements with states or municipalities, or by concession or authorization for third parties.

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, 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, including if the airline fails to meet specified service levels, ceases operations or declares bankruptcy.

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ALAB’s first concession was granted on November 26, 2008 by ANAC and had a term of ten years. Therefore, on November 21, 2018, ALAB made a formal request to renew the concession. On December 6, 2018, ANAC published the renewal of concession contract for another 10 years. With the legislative changes made as part of the “Voo Simples” (Simple Flight) program, it is no longer necessary to obtain a concession to operate air services, but the regulatory requirements of ANAC and the maintenance of the COA remain. Azul's updated COA was issued on July 23, 2020, with unlimited validity, except in case of cancellation, suspension, or revocation for non-compliance with ANAC requirements. On December 23, 2022 ANAC certified Azul's compliance with all requirements for air service operation, after the agency's evaluation process.

Route Rights

Domestic routes

Until March 25, 2017, ANAC was the intermediary between airlines and airport operators regarding new routes, changes to existing routes and surveillance of allocated routes. After this date, pursuant to Resolution No. 440/2017, airlines negotiate the use of airport and aeronautical infrastructure directly with airport operators and providers of air navigation services prior to registering routes with ANAC. For airports defined by ANAC as “coordinated” or “of interest,” pursuant to Resolution No. 682/2022, airlines are still required to obtain slots. The implementation of Resolution No. 440/2017 permits more flexible and efficient networks to better serve demand for air services, principally in high and low seasons.

International Routes

In accordance with Resolution No. 491, as of September 10, 2018, 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 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 Air Services Superintendence of ANAC (SAS – Superintendência de Acompanhamento de Serviços Aéreos 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.

Resolution No. 491 also established that, after March 2019, low frequency international routes may be reallocated to different operators if an allocation request is made by another company and there are no other available frequencies to the country of destination. Low frequency routes are those with less than 50% of usage in the period of evaluation of 26 consecutive weeks.

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.

In 2011, United States and Brazil reached an open-skies aviation agreement to liberalize the air services and traffic between both countries, including, among other things, removal of restrictions on pricing and additional scheduled and charter services to the congested airports of São Paulo and Rio de Janeiro. Both countries agreed to a transition period of five years; however, the agreement was only approved by the Brazilian National Congress in March 2018 and sanctioned by the President in office (Michel Temer) in June 2018.In addition, Brazil and United Kingdom reached a similar agreement in December 2018 that includes unlimited flight numbers, no restriction of routes, freedom of tariffs and of codeshare between airlines.

In 2022, ANAC signed a Memorandum of Understanding with Switzerland and Suriname for the exchange of 7th freedom of air traffic rights for cargo-only services. Open Skies type agreements have been obtained with Republic of Guinea, Suriname and Kenya and agreements are under negotiation with Saudi Arabia, Bahamas, Ethiopia, Morocco, India and Benin.

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Domestic Slots Policy

For certain airports that are classified as operating at a high level of occupancy of their 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 take off or land at a specific airport. To obtain domestic slots, the airline must submit a request to ANAC, and ANAC will, in turn, distribute slots to the requesting airlines in accordance with the number of new slots available as per the slot allocation calendar defined by Resolution No. 682. 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 are a five Brazilian ANAC “coordinated airports”, where slots are necessary to perform scheduled flights: Congonhas, Guarulhos, Santos Dumont, Recife, and Pampulha. All the other airports are also subject to slot coordination procedures (coordination performed by their respective airport operators instead of ANAC).

Congonhas 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 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 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 flights available to São Paulo passengers. In August 2019 ANAC announced a temporary distribution of 41 slots in Congonhas airport previously operated by Avianca Brasil, of which 15 slots were allocated to us. As a result, we adjusted our flight schedules at Congonhas airport and since September 2019, we started operating a shuttle service between Congonhas and Rio de Janeiro and between Congonhas and Belo Horizonte ceasing to operate flights to Porto Alegre and Curitiba. As a result of the new rules for slot distribution defined in Resolution No. 682/2022 and the increased capacity in Congonhas operations, in 2022 Azul increased its number of slots at Congonhas airport from 26 to 84. As a result, Azul will offer more scheduled flights from Congonhas to important destinations such as Brasília, Porto Alegre, Curitiba, Belo Horizonte, Recife and Rio de Janeiro as of March 26, 2023.

Due the significant impact caused by the COVID-19 pandemic, responsible for drastically reducing the number of flights, ANAC granted waiver for the rules about slots cancellations at airports coordinated for all seasons between winter 2019 and summer 2022 inclusive.

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, “RAB”).

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, leases and mortgages, must be filed with the RAB in order to update public records.

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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.

Baggage Charge

According to ANAC’s Resolution 400 of December 13, 2016 (General Conditions of Air Transport), which became effective on March 14, 2017 (but had its applicability and effects suspended until April 29, 2017) airlines are allowed to charge for checked baggage. On June 1, 2017, we started charging our passengers a fee for checked baggage and believe this will be an important source of revenue going forward. The legality of charging for checked baggage was confirmed by the Presidential veto of Provisional Measure MP 863/2018, which intended to prohibit charging for checked baggage.

In 2022, the Senate included the right to free baggage check in Provisional Measure MP 1,089/2021, but this was subject to a Presidential veto. The Presidential veto remains to be analyzed by the National Congress, which would need an absolute majority vote of congressmen and senators to reject the Presidential veto and establish the resumption of free checked baggage.

General Conditions Applicable to Air Transportation

On December 14, 2016, ANAC approved Resolution No. 400, of December 2016, which sets forth certain general conditions applicable to air transportation. Resolution No. 400 was enacted on March 14, 2017 for all flight tickets purchased on and after this date. This resolution establishes boarding documentation requirements, provides customers with a 24 hour post-purchase period to cancel a flight ticket without charge (as long as the flight is at least 7 days in advance), reduces repayment periods, increases the baggage allowance, allows for free passenger name corrections on flight tickets, guarantees return tickets in the event a one-way cancellation is made in advance for a domestic flight and simplifies the return and compensation process for lost baggage.

In addition, law 14,034/20 and 14,174/21 were enacted as a result of the COVID-19 pandemic to bring financial relief to the airlines' cash outflows by changing the refund term from 7 days to 12 months for any flights canceled between March 19, 2020 to December 31, 2021.

Restrictions on the Ownership of Shares in Air Transportation Service Providers

On December 13, 2018, the Brazilian Federal government issued Provisional Measure MP 863/2018, a new rule amending the Brazilian Aeronautical Code, which established that 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. MP 863/2018 allows foreign shareholders to hold up to 100% of the voting stock of Brazilian airlines companies and lifts the restriction on foreign management of domestic carriers. Thus, regardless of the company’s capital origin, as long as the legal entity is incorporated under Brazilian law, there are no restrictions on the foreign capital interest in such entities.

On June 17, 2019, Provisional Measure MP 863/2018 was converted into Law No 13.842/2019, amending the Brazilian Aeronautical Code, and allowed 100% of the voting stock of a company that holds a concession to provide scheduled air transportation services to be owned by foreigners, which completely opened up the market to non-Brazilian citizens. Besides that, the leadership of companies that hold a concession to provide scheduled air transportation services can now be carried by foreigners and ANAC will not need to approve any acts of formation or changes to the corporate governance structure of such companies.

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, for example, to dispose of waste. Brazilian environmental law also provides for the “piercing of the corporate veil,” which imposes liability on a corporation’s controlling shareholders to ensure sufficient financial resources to cover environmental damage. Accordingly, we may be directly liable for any violations caused by ALAB and TRIP.

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We seek to comply with all environmental legislation and all requirements of public authorities to avoid liabilities and limit additional expenses.

Environmental Permits

Under Brazilian law, the authority to grant environmental permits 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.

Most of the requests for renewal of an environmental permit must be filed at least 120 days before its expiry. Provided that this deadline is complied with, the permit is automatically extended until the environmental authority issues its decision.

The construction, implementation, operation, expansion, or enlargement, without a permit, of any facility or activity that causes significant environmental impact, or the expansion of an activity in violation of an existing permit, 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 permit or in violation of the permit conditions.

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.

Federal Technical Register

Federal Law 6938/1981 and IBAMA’s Instruction No. 13/2021 of the Brazilian Institute for the Environment and Renewable Natural Resources (Instituto Brasileiro do Meio Ambiente e dos Recursos Naturais Renováveis), or IBAMA set forth that all legal entities that carry out potentially polluting activities must be registered with the IBAMA’s Federal Technical Register or CTF. This register is an instrument to promote the preservation of the environment.

Activities with a significant potential for pollution and intense use of natural resources, such as the manufacture and assemble of aircraft, besides being subject to the CTF, are also subject to the quarterly payment of the Environmental Control and Inspection Fee, or TCFA, to IBAMA.

The Federal Decree 6514/2008 subjects entities with no CTF register to fines that range from R$50.00 to R$9,000.00, depending on the size of the enterprise and the economic capability of the offender. The Failure to pay TCFA entails a fine of 20% (twenty percent) on the amount owed, as well as default interest of 1% (one percent) per month. Currently, all of our activities subject to registration with the IBAMA’s CTF are duly regular.

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 are now integrated into the European Emissions Trading System (EU ETS) and the Carbon Offsetting and Reduction Scheme for International Aviation (CORSIA). In 2021, we committed to reaching zero emissions by 2045 (NETZERO).

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 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 to 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, an embargo of the activity or civil work and fines up to R$50 million. The costs for proper waste management will probably increase in the coming years, because of the implementation of sectorial agreements and greater regulation.

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Proper transportation, treatment, and final discharge of waste depending 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 reuse in the manufacture cycles, as well as in other destinations. 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 manufacturing cycle or a proper final destination. Such obligation applies 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 volume of the solid residue and mitigating adverse impacts on human health and the environment.

Environmental Liability

The Brazilian Federal Constitution provides for three different types of environmental liabilities: (i) civil, (ii) administrative, and (iii) criminal. These liabilities may be applied separately and cumulatively. Any individual or legal entity (public or private) that directly or indirectly causes, by action or omission, any damage to the environment may be held liable for such damage, as well as for any violation of environmental regulation.

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 to trigger the obligation to redress the environmental damage. Public Attorneys’ offices, foundations, state agencies, state-owned companies, and environmental protection associations are empowered to file public civil actions seeking compensation for environmental damages. The National Environmental Policy establishes joint liability among all the parties involved in polluting activity and that benefit directly or indirectly from it. Accordingly, the affected party 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 a right of 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.

Brazilian Federal Decree 6.514/2008 sets forth the infractions and administrative sanctions regarding environmental matters and the federal administrative procedure to investigate these infractions. Administrative sanctions include: (i) warnings; (ii) simple fines; (iii) daily fines; (iv) seizure of the animals, products, and subproducts of fauna and flora; (v) product destruction; (vi) product sales and manufacturing suspension; (vii) closure of the plant or construction; (viii) construction demolition; (ix) full or partial suspension of the activities; and (ix) restriction of rights.

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 in preventing the occurrence of the crime. The settlement of a civil or administrative lawsuit does not prevent criminal prosecution for the same violation. Freedom-restricting penalties (confinement or imprisonment) are 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.

Data Protection

The Brazilian General Data Protection Law (LGPD – Lei Geral de Proteção de Dados) was published in the Federal Official Gazette on August 15, 2018 and was amended by Provisional Measure MP 869, issued by the President of Brazil in December 2018. The LGPD came into force in a staggered manner, (i) in December 2018, the articles relating to the creation of the National Data Protection Authority (ANPD) and the National Council for the Protection of Personal Data and Privacy (CNPD) – art.55-A to 58-B; (ii) in September 2020, the other articles of the law, except those relating to the application of administrative sanctions; (iii) in August 2021, the articles dealing with administrative sanctions (art.52 to 54).

Before LGPD comes into force, Brazil lacks a Data Protection comprehensive regulation and a data protection authority. Privacy and Data Protection are protected through the Federal Constitution, the Brazilian Civil Code (Law 10406 of January 10, 2002), the Brazilian Consumer Protection Code (Law 8078 of September 11, 1990) and the Civil Rights Framework for the Internet (Law 12965 of April 23, 2014 and the Decree 8771 of May 11, 2016, also known as the Internet Law).

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The LGPD brings about major changes in the conditions for personal data processing, with a set of rules to be observed in activities such as collection, processing, storage, use, transfer, sharing and erasure of information concerning identified or identifiable natural persons. The LGPD applies to any industry or business that processes personal data.

The Brazilian National Data Protection Authority – ANPD, was created in 2018, which will have equivalent activities to the European data protection authorities, exercising the triple role of (i) investigation, being able to issue norms and procedures, deliberate on the interpretation of the Act and request information to controllers and processors; (ii) enforcement, in cases of noncompliance with the law, through an administrative process; and (iii) education, disseminating knowledge about the Act and security measures, stimulating standards for services and products that facilitate control of data subjects, and elaborating studies on national and international practices for the protection of personal data and privacy, amongst others.

The ANPD has been assured technical and decision-making independence, and was submitted to the special autarchy regime in 2002, through Provisional Measure No. 1.134, which was converted into Law No. 14.460 of October 25, 2022.

In order to improve the management of privacy controls and protection of personal data, including LGPD and GDPR (European Union General Data Protection Regulation), Azul implemented, in 2021, the OneTrust tool, which permits increased controls and processes by Azul related to data protection. In addition, Azul has a specialist team for demands related to data protection and privacy, has made an exclusive channel available on its website to respond to requests from data subjects and has appointed a Data Protection Officer (DPO).

Pending Legislation

In 2022, the Senate included the right to free baggage check in Provisional Measure 1,089/2021, but it was blocked by the President of the Republic. The president's move will still be analyzed by the National Congress, which will need an absolute majority vote of congressmen and senators to reject it and establish the resumption of free baggage check-in.

Additionally, Ordinance No. 11,631/SPI, of June 15, 2023, establishes the deadlines for the issuance of rules relating to the themes that make up the 2023-2024 Regulatory Agenda of ANAC. We expect this ordinance will be an important step towards defining new regulations that will guide civil aviation, including aspects of safety, operations, and environmental standards, ensuring that Brazil continues to develop an air sector aligned with international practices and the needs of the national market.

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.

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 by Presidential Decree 8008, dated 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 Irrevocable Deregistration and Export Request Authorization, which allows recovery of the aircraft in case of default and insolvency. The Brazilian Aeronautical Registry (Registro Aeronáutico Brasileiro – RAB) has been appointed as the responsible authority regarding the international registry in Brazil.

Although the Cape Town Convention has been duly internalized into the Brazilian legal system with the status of an ordinary law, further specific rules relating to the export of aircraft in accordance with the Cape Town Convention, especially upon enforcement of an Irrevocable Deregistration and Export Request Authorization in an event of default under financing or lease agreements, are pending further regulations to be issued by the Government of Brazil. The lack of regulations, at this state, is not likely to prevent export of aircraft in accordance with the Cape Town Convention entirely, but may represent an increase in the time required for actual export of aircraft.

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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 10744 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 above mentioned 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. Brazil is currently the sole jurisdiction worldwide still providing such statutory coverage to its registered fleet.

We maintain all other mandatory insurance coverage for each of our aircraft and additional insurance coverage as required by lessors. See “Item 4.B. Business Overview—Insurance.”

U.S. and International Regulation

Operational Regulation

The airline industry is heavily regulated by the U.S. government. Two of the primary regulatory authorities overseeing air transportation in the United States are the DOT and the FAA. The DOT has jurisdiction over economic issues affecting air transportation, such as unfair or deceptive competition, advertising, baggage liability and disabled passenger transportation. The DOT has authority to issue permits required for airlines to provide air transportation. We hold an open skies foreign air carrier DOT permit authorizing us to engage in scheduled air transportation of passengers, property and mail to and from certain destinations in the United States.

The FAA is responsible for regulating and overseeing matters relating to air carrier flight operations, including airline operating certificates, aircraft certification and maintenance and other matters affecting air safety. The FAA requires each commercial airline to obtain and hold an FAA air carrier certificate and to comply with Federal Aviation Regulations 129 and 145. This certificate, in combination with operations specifications issued to the airline by the FAA, authorizes the airline to operate at specific airports using aircraft approved by the FAA. As of December 31, 2017 ALAB has FAA operations specifications approved as Part 129 to use Airbus A330-200 in scheduled flights to the U.S. We have also obtained the necessary FAA authorization to fly to Fort Lauderdale and Orlando. We hold all necessary operating and airworthiness authorizations, certificates and licenses and are operating in compliance with applicable DOT, FAA and applicable international regulations, interpretations and policies.

Customs and Border Protection

Our service to the U.S. is also subject to U.S. Customs and Border Protection, or CBP (a law enforcement agency that is part of the U.S. Department of Homeland Security), immigration and agriculture requirements and the requirements of equivalent foreign governmental agencies. Like other airlines flying international routes, from time to time we may be subject to civil fines and penalties imposed by CBP if un-manifested or illegal cargo, such as illegal narcotics, is found on our aircraft. These fines and penalties, which in the case of narcotics are based upon the retail value of the seizure, may be substantial. We have implemented a comprehensive security program at our airports to reduce the risk of illegal cargo being placed on our aircraft, and we seek to cooperate actively with CBP and other U.S. and foreign law enforcement agencies in investigating incidents or attempts to introduce illegal cargo.

Security Regulation

The TSA was created in 2001 with the responsibility and authority to oversee the implementation, and ensure the adequacy, of security measures at airports and other transportation facilities in the United States. Since the creation of the TSA, airport security has seen significant changes including enhancement of flight deck security, the deployment of federal air marshals onboard flights, increased airport perimeter access security, increased airline crew security training, enhanced security screening of passengers, baggage, cargo and employees, training of security screening personnel, increased passenger data to CBP and background checks. Funding for passenger security is provided in part by a per enplanement ticket tax (passenger security fee) of $5.60 per one-way trip in air transportation that originates at an airport in the U.S., except that the fee imposed per round trip shall not exceed $11.20. The TSA was granted authority to impose additional fees on air carriers if necessary to cover additional federal aviation security costs. Pursuant to its authority, the TSA may revise the way it assesses this fee, which could result in increased costs for passengers and/or us. We cannot forecast what additional security and safety requirements may be imposed in the future in the United States or in the EU, or the costs or revenue impact that would be associated with complying with such requirements. The TSA also assess an Aviation Security Infrastructure Fee on each airline.

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Restructuring

In 2023, we completed a series of restructuring and capital raising transactions to strengthen our capital structure and improve our cash generation, which included, as described below, (i) reductions in, and the reprofiling of, our obligations with certain aircraft lessors and OEMs, including the issuance of the Lessor/OEM Notes (as defined below), (ii) exchange offers and consent solicitations, including the issuance of 2029 Notes and 2030 Notes (each as defined below), (iii) amendments to our convertible debentures, (iv) the issuance of Initial 2028 Notes (as defined below), and (v) the issuance of the ALAB non-convertible debentures due 2024.

Aircraft Lessor and OEM Restructuring

On September 29, 2023, we completed the restructuring of our obligations with certain aircraft lessors and OEMs. The terms of the restructuring included (i) the elimination of lease payment obligations that had previously been deferred during the COVID-19 pandemic, (ii) the permanent reduction in lease payments from original contractual lease rates to agreed-upon current market rates, (iii) the deferral of certain payments to lessors and OEMs, as well as certain obligations under supplier agreements, and (iv) other concessions including improved end-of-lease compensation obligations and aircraft return conditions, the elimination of future maintenance reserves payments, and the negotiated early termination of certain aircraft leases. As part of this restructuring, we restructured and reprofiled substantially all of our aggregate payment obligations under our aircraft lease agreements and agreements with OEMs.

Pursuant to this restructuring, on September 28, 2023, Azul Investments issued to certain lessors and OEMs an aggregate of US$370.5 million principal amount of 7.500% Senior Notes due 2030 (the “Lessor/OEM Notes”), which were issued in satisfaction on a dollar-for-dollar basis of certain payment and other obligations owed to such lessors and OEMs. The Lessor/OEM Notes are guaranteed by Azul S.A. and ALAB and are unsecured.

In addition, pursuant to this restructuring, certain lessors and OEMs entered into agreements pursuant to which such lessors and OEMs agreed to convert, in up to 12 equal quarterly consecutive installments, an aggregate of up to US$570.0 million of payment and other obligations owed to such lessors and OEMs into our preferred shares, if we elect to pay such credit in preferred shares. We are entitled to satisfy our obligation to issue preferred shares in respect of any installment by making a cash payment equal to the amount of the relevant payment and other obligations that would have been converted into preferred shares in such installment plus the relevant maximum upside amount as set forth in the relevant agreement.

If we elect to pay the credits under the relevant agreements in preferred shares, we are required to commence making quarterly issuances of preferred shares in July 2024 (in respect of one lessor) or January 2025 (in respect of all other lessors and OEMs), with the issuance of all preferred shares issuable under the relevant agreements scheduled to be completed by October 2027.

The terms of the relevant agreements provide that the relevant payment and other obligations shall be satisfied through the issuance of preferred shares at a notional subscription price of R$36.00 per preferred share. The terms of the relevant agreements provide for upside and downside limitations, whereby if the trading price of our preferred shares is lower than R$36.00 on the date that is two business days prior to the relevant meeting of our board of directors to be held to ratify the capital increase required for the relevant quarterly issuance of preferred shares (each, a “measurement date”), we are required to compensate the relevant lessors and OEMs for the difference through the issuance of additional preferred shares. If the trading price of our preferred shares is higher than R$39.60 on any such measurement date, the number of preferred shares issuable pursuant to the relevant agreements is capped at a subscription price of R$39.60 per preferred share.

Such preferred shares issued in connection with the restructuring of our obligations with certain aircraft lessors and OEMs will have the same political and economic rights as to those of the preferred shares currently issued by us and, as such, will be subordinated to any of our senior debt. See“Item 10.C. Material Contracts.”

Exchange Offers and Consent Solicitations

On June 13, 2023, Azul Investments launched (i) an offer to exchange its 5.875% Senior Notes due 2024 (the “2024 Notes”) for 11.500% Senior Secured Second Out Notes due 2029 (the “2029 Notes”) issued by Azul Secured Finance and (ii) an offer to exchange its 7.250% Senior Notes due 2026 (the “2026 Notes”) for 10.875% Senior Secured Second Out Notes due 2030 issued by Azul Secured Finance (the “2030 Notes”) (the “Exchange Offers”). Settlement of the Exchange Offers occurred on July 14, 2023, pursuant to which Azul Secured Finance issued (i) US$294.2 million in aggregate principal amount of 2029 Notes (which 2029 Notes were issued in exchange for an equal principal amount of 2024 Notes), and (ii) US$568.2 million in aggregate principal amount of 2030 Notes (which 2030 Notes were issued in exchange for US$568.3 million in aggregate principal amount of 2026 Notes).

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The 2029 Notes and the 2030 Notes are guaranteed by Azul S.A. and our subsidiaries ALAB, IntelAzul, Azul Viagens, IP HoldCo and IP Co. The 2029 Notes and the 2030 Notes are secured (i) on a “second out” basis by a shared collateral package comprising certain receivables generated by TudoAzul, certain receivables generated by Azul Viagens, and certain brands, domain names and certain other intellectual property used by the Azul airline business (excluding Azul Cargo), TudoAzul and Azul Viagens (the “Shared Collateral”) (which Shared Collateral also secures certain other debt and obligations), and (ii) by an additional collateral package comprising receivables generated by the Azul Cargo business and certain brands, domain names and certain other intellectual property used by the Azul Cargo business (which shall constitute “second out” collateral if we raise “first out” debt secured by such Azul Cargo collateral).

In addition, on July 14, 2023, we entered into supplemental indentures to amend the terms of the 2024 Notes and 2026 Notes pursuant to the solicitation of consents of the holders of the 2024 Notes and 2026 Notes, respectively, which eliminated substantially all of the restrictive covenants, events of default and related provisions contained in the related indentures (the “Consent Solicitations”).

Amendments to Convertible Debentures

As part of our restructuring, on July 14, 2023, the indenture governing the convertible debentures issued by Azul S.A., which was originally entered into on October 26, 2020, and amended on November 9, 2020, was further amended to change certain terms and conditions of the convertible debentures, including to amend, among other things (i) certain of the guarantees of the convertible debentures and the collateral securing the convertible debentures, (ii) the maturity date from October 26, 2025 to October 26, 2028, (iii) the conversion price and the formula for calculating such conversion price, (iii) the remuneration, the respective payment dates and the formula for calculating the remuneration; (iv) certain covenants, (v) certain events of default, (vi) events of full and/or partial mandatory redemption or mandatory repurchase, and (vii) events of optional full and/or partial redemption or optional repurchase.

As a result of these amendments, the convertible debentures are (i) guaranteed by ALAB, Azul Secured Finance, Azul Viagens, IntelAzul, IP Co and IP HoldCo, (ii) secured on a “first out” basis by the Shared Collateral, and (iii) secured by certain specific equipment necessary for maintenance of our hangar at Viracopos airport and the right of use of that hangar.

Issuance of 11.930% Senior Secured First Out Notes due 2028

On July 20, 2023, Azul Secured Finance initially issued 11.930% Senior Secured First Out Notes due 2028 in an aggregate principal amount of US$800.0 million (the “Initial 2028 Notes”), raising gross proceeds of US$790.2 million. On October 31, 2023, Azul Secured Finance issued an additional US$36.8 million aggregate principal amount of 11.930% Senior Secured First Out Notes due 2028 Notes (the “Additional 2028 Notes” and, together with the Initial 2028 Notes, the “2028 Notes”). The Additional 2028 Notes were issued in exchange for US$37.7 million in aggregate principal amount of 2024 Notes. The 2028 Notes are (i) guaranteed by Azul S.A. and our subsidiaries ALAB, IntelAzul, Azul Viagens, IP HoldCo and IP HoldCo, and (ii) secured on a “first out” basis by the Shared Collateral.

ALAB Non-Convertible Debentures due 2024 (11th Issuance)

In June 2023, ALAB issued non-convertible debentures that mature on June 1, 2024 in an aggregate principal amount of R$600.0 million. The non-convertible debentures accrue interest at a rate equal to the CDI rate plus 6.00% per annum. The non-convertible debentures are guaranteed by Azul S.A. and secured by over specified amounts of credit card receivables generated by ALAB through the purchase of airline tickets by customers. The net proceeds from the issuance of the non-convertible debentures are to be used solely for the payment of fuel supplied by Raízen S.A. Raízen S.A. has agreed that if an event of default under the debentures occurs and is continuing, subject to certain cure periods, Raízen S.A. will be required to cease all supplies of fuel to ALAB and its affiliates.

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C.Organizational Structure

We operate as a holding company and own 100% of our two principal subsidiaries: (i) ALAB; and (ii) IntelAzul S.A. (formerly Tudo Azul S.A.). The following organizational chart sets forth, in summary form, our material direct or indirect subsidiaries as of the date of this annual report:

ALAB is our original operating subsidiary through which we operate all of our flight activities. ALAB wholly owns Azul Finance LLC and Azul Finance 2 LLC, subsidiaries incorporated in Delaware for the purpose of acquiring next-generation Airbus A320neos from Airbus and E-Jets from Embraer. ALAB also wholly owns Azul SOL LLC, a subsidiary incorporated in Delaware, through which ALAB holds the option to purchase six E-Jets under a lease structure, and Blue Sabia LLC, a wholly-owned subsidiary incorporated in Delaware, which leases certain aircraft to Portugalia – Companhia Portuguesa de Transportes Aéreos, S.A., a subsidiary of TAP.

In addition, ALAB wholly owns Azul Viagens, a subsidiary organized in Brazil, which sells travel packages offered by our Azul Viagens business unit. Azul Viagens., since March, 2023, wholly owns ATSVP – Viagens Portugal, Unipessoal LDA., an entity incorporated in Portugal, which is currently in the regularization stage to enable the expansion of the activities of the Azul Viagens business unit in Europe.

ALAB wholly owns TwoFlex (rebranded Azul Conecta Ltda.), a domestic airline based in the city of Jundiaí, State of São Paulo, Brazil, which offers sub-regional domestic passenger and cargo service in Brazil, increasing our connectivity. ALAB is also the Managing Partner of Azul Investments and Azul Secured Finance, limited liability partnerships incorporated in Delaware for the issuance of debt securities in the United States. ALAB also wholly owns a non-operating subsidiary, Cruzeiro Participações S.A., located in Brazil.

ALAB wholly owns Canela Investments, a limited liability company incorporated in Delaware, which is the parent company of our aircraft operating companies that finance aircraft in U.S. dollars. Canela Investments wholly owns Canela Turbo Three, a limited liability company incorporated in Delaware.

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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 owned by a separate subsidiary of Canela Investments. Each subsidiary of Canela Investments owns one such aircraft and leases it to ALAB, whereas aircraft that we purchase through financing in Brazilian reais are held directly by ALAB. Aircraft that we lease from third parties under leases are owned by our relevant counterparty and leased to ALAB.

Azul Saira LLC., a wholly-owned subsidiary of ALAB and a co-lessor in the sublease contract entered with Breeze Airways, was established on December 7, 2020, in the United States.

We, ALAB, IntelAzul and Azul Viagens, own 100% of the issued ordinary shares in the capital of IP HoldCo, an exempted company incorporated with limited liability under the laws of the Cayman Islands, except for a single special share by a special shareholder with limited voting rights. IP HoldCo owns 100% of the issued ordinary shares in the capital of IP Co, an exempted company incorporated with limited liability under the laws of the Cayman Islands, except for a single special share by a special shareholder with limited voting rights. Both IP HoldCo and IP Co were incorporated in connection with the restructuring we completed, as described under “Item 4.B. Business Overview—Restructuring.”

D.Property, Plant and Equipment

We lease all of our facilities at each of the airports we serve. Our leases for our terminal passenger service facilities, which include ticket counter and gate space, operations support area and baggage service offices, generally have terms ranging from one to three years and contain provisions for periodic adjustments of lease rates. We expect to either renew these leases or find alternative space that would permit us to continue providing our services. We also are responsible for maintenance, insurance and other facility-related expenses and services. We have also entered into use agreements at each of the airports we serve that provide for the non-exclusive use of runways, taxiways and other facilities. Landing fees under these agreements are based on the number of landings and weight of the aircraft.

Our primary corporate offices and headquarters are located in the city of Barueri, state of São Paulo, where we lease 8.213,95 square meters under three lease agreements that expire in December of 2025.

We also lease four hangars totaling 14,698,01 square meters for our full capability maintenance center in Belo Horizonte (Pampulha), with expirations from 2023 to 2026. We also lease one hangar in Manaus totaling 3,133.20 square meters and one in Cuiabá totaling 2,535.71 square meters for E-Jets and ATR line maintenance with leases expiring in 2024 and an undetermined period, respectively. We also lease one hangar in Campinas totaling 93,642 square meters, with the lease expiring in 2042. Our training facility for pilot and cabin crew education, UniAzul, located at Viracopos airport has 14,576 square meter is under a lease agreement that expires in 2027. We also lease a 900 square-feet office complex, located in Fort Lauderdale within the airport area.

The facilities we lease are located in areas that might be subject to natural disasters and severe weather, and which may be adversely affected in the future by climate change.

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 to sell costs is based on information available of sales transactions regarding similar assets or market prices less additional costs for disposing of assets.

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ITEM 4A. UNRESOLVED STAFF COMMENTS

None.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

A.Operating Results

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 annual report, as well as the data set forth in “Item 3.A. Selected Financial Data.” 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 annual report particularly in “Item 3.D. Risk Factors.”

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. In 2023, we continued to experience some challenges from the war between Russia and Ukraine, and a sharp increase in fuel prices. However, despite the challenges, we grew as an airline during 2023, expanded our reach to 167 destinations, and won historic awards in several areas, such as being the 2nd most punctual airline in the world, according to Cirium. In 2023 the demand for our products and services remained extremely strong, our capacity and traffic increased 11% and 12% respectively. Through our strong operations, we now have the ability to focus on our growth and margin expansion for the next several years. We continue to see exciting opportunities in our passenger, loyalty, vacations and logistics businesses.

Financial markets have been negatively impacted by the current macroeconomic trends, including high interest rates, rising inflation, and more recently, the government closures of Silicon Valley Bank and Signature Bank and liquidity concerns at other financial institutions, and concerns regarding the potential for local and/or global economic recession. However, uncertainty remains over liquidity concerns in the financial services industry and potential impacts on the broader economy, and our business, our business partners, and/or industry as a whole may be adversely impacted in ways that we cannot predict at this time.

Brazilian Economic Environment

As most of 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 and a constrained credit market, 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.

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

	As of and for the Years ended<br>December 31,
	2023			2022			2021
Real growth (contraction) in gross domestic product	2.9		%	2.9		%	4.6		%
Inflation (IGP-M)(1)	(3.2)		%	5.5		%	17.8		%
Inflation (IPCA)(2)	4.5		%	5.8		%	10.0		%
Long-term rates – TLP (average)(3)	6.6		%	7.2		%	5.3		%
CDI Rate (average)(4)	13.0		%	12.4		%	4.4		%
SOFR(5)	5.5		%	3.4		%	0.3		%
Period-end exchange rate—reais per US$ 1.00	4.9			5.2			5.6
Average exchange rate—reais per US$ 1.00(6)	5.0			5.2			5.4
Average depreciation of the real vs. US$	(3.3)		%	(4.3)		%	4.6		%
WTI crude price (average US$ per barrel during period)	$	77.7		$	94.5		$	68.0
Unemployment rate(7)	7.8		%	9.3		%	13.2		%		Source: FGV, IBGE, Central Bank, Bloomberg and Energy information administration
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(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.
(3)	TJLP was replaced by TLP and is the Brazilian long-term interest rate (average of monthly rates for the year).
(4)	The CDI Rate is an average of inter-bank overnight rates in Brazil (daily average for the period).
(5)	Average U.S. dollar three-month SOFR for 2023 and LIBOR for the years 2022 and 2021.
(6)	Average of the exchange rate on each business day of the year.
(7)	Average unemployment rate for year as measured by IBGE.

According to IBGE, the Brazilian economy grew 2.9% in 2023 mainly due to the strength of the services sector, an improved job market. This represents a clear recovery in the Brazilian economy, after a 4.1% drop in 2020 due to the pandemic and a 4.6% and 2.9% growth in 2021 and 2022, respectively. Azul was one of the very few airlines worldwide to surpass pre-pandemic revenues already in 2021.

In terms of passenger demand as measured by RPKs, according to ANAC, the Brazilian domestic aviation market grew 7.2% for the year ended December 31, 2023, compared to a growth of 28.3% in 2022 and 40.5% in 2021.

Impact of Airline Industry Competition

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 schedule basis through price discounts, changes in pricing structures, fare matching, target promotions and loyalty program initiatives.

As of December 31, 2023, 25% and 12% of our domestic network overlapped with that of Gol and LATAM, respectively. At Viracopos airport, our primary hub, only 7 out of 66 domestic destinations faced direct competition from Gol or LATAM as of December 31, 2023.

In addition, we were the sole airline on 74% of our routes and more than 90 destinations we served, and the market leader in 134 cities in terms of departure as of December 31, 2023. By comparison, Gol and LATAM were market leaders in only 8 and 17 cities, respectively, as of December 31, 2023.

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Effects of Aviation Fuel Costs

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 through commodity forward agreements with banks or a fixed price agreement with Vibra Energia (formerly BR Distribuidora). See “Item 5.A. Operating Results —Principal Components of Our Results of Operations—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. Petrobras, the leading player in the Brazilian oil industry and the parent company of Vibra Energia, has a strategy to equalize aviation fuel prices to international fuel prices every month. There are also regional differences based on logistical issues and different regional taxes.

Seasonality

Our operating revenue and results of operations are substantially dependent on overall passenger traffic volume, which is subject to seasonal and other changes in traffic patterns. Therefore, our operating revenue and results of operations for any interim period are not necessarily indicative of those for the entire year. 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. 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.

The table below shows our average fare in reais for the periods indicated, reflecting our total passenger revenue divided by passenger flight segments for such periods:

	Average Fare (R)
Year Ended December 31,	First Quarter	Third Quarter	Fourth Quarter
2021	304.3	374.0	474.4
2022	449.1	558.3	588.7
2023	590.8	587.6	643.6

All values are in US Dollars.

Effects of Exchange Rates, Interest Rates and Inflation

Our results of operations are affected by currency fluctuations. For the year ended December 31, 2023, 79.1% of our revenue was domestic and therefore denominated in reais while 20.9% of our operating expenses were either payable in or affected by the U.S. dollar, such as aviation fuel, certain flight hour maintenance contract payments and aircraft insurance. We also have certain aircraft debt denominated in U.S. dollars, see “Item 5.B. Liquidity and Capital Resources—Loans and Financings.” We use short-term arrangement to hedge against exchange rate exposure related to our aircraft lease and other rent payment obligations.

We also have assets denominated in foreign currency such as security deposits, maintenance reserves, cash and equivalents, and the TAP bond, providing us with a natural hedge against our U.S. dollar denominated liabilities. In addition, our aircraft, engines, and spare parts are commercialized in U.S. dollars.

Inflation also had, and may continue to have, effects on our financial condition and results of operations. For the year ended December 31, 2023, approximately, 23.7% of our operating expenses, including salaries, catering and ground handling expenses were impacted by changes in inflation.

The Central Bank determines 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 and financing. As of December 31, 2023, we had R$ 9,698.9 million in current and noncurrent loans and financing of which 9.8% were indexed by the CDI rate, or interbank interest rate. 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 targets.

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Principal Components of Our Results of Operations

Operating Revenue

Our operating gross revenue is primarily derived from transporting customers in our aircraft. For the year ended December 31, 2023, 92.8% of our gross revenue was derived from passenger revenue, and 7.2% was derived from other revenue.

For the year ended December 31, 2023, 79.1% of our revenue was domestic and therefore denominated in Brazilian reais. Passenger revenue is 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 revenue is recognized when transportation is provided. Passenger revenue depends 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 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 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 the Social Integration Program (Programa de Integração Social), or PIS; and the Social Contribution to Social Security Financing (Contribuição Social para o Financiamento da Seguridade Social), or COFINS. ICMS does not apply to passenger revenue. 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), or ISS, is a municipal tax assessed at rates varying from 2% to 5% of our service rendered revenues.

The air transportation business is volatile and highly affected by economic cycles and trends. Fluctuations in aviation fuel prices, customer discretionary spending, fare initiatives, labor actions, pandemics such as COVID-19, 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 adopt regulations that 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 and efficient fleet with a single-class of service on domestic routes, 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 34.9% of our total operating expenses in 2023, 45.2% in 2022 and 32.8% in 2021. 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.

During the year ended December 31, 2023, the fuel price per liter decreased 16.1%, from R$5.44 per barrel for the year ended December 31, 2022 to R$4.56 per barrel for the year ended December 31, 2023.

We attempt to mitigate fuel price volatility related to global changes in fuel prices through commodity forward agreements with banks and also have the option to enter into hedge agreements with Petrobras. The Petrobras hedging product available to us 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, 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 Brazilian real/U.S. dollar exchange rates.

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In addition, local taxes applicable to the sale of jet fuel are high, ranging from 0.0% to 18.0%. Different states in Brazil apply different rates of value-added tax to fuel, requiring us to continually adjust our fuel prices to optimize fuel uplift. Several states in Brazil offer a value-added fuel tax relief or subsidy to airlines that provide better connectivity between cities within the state and other domestic or international destinations. Given the size of our network and diversified fleet, we believe we pay lower value-added fuel tax rates compared to our main competitors.

Salaries and benefits paid to our crewmembers, include, among others, health care, dental care, child care reimbursement, life insurance, funeral assistance, school aid (granted to expatriate executive officers only), housing allowance (granted to expatriate executive officers only), bonuses, pension plans, transportation tickets, food allowances and meal vouchers. We believe that we have a cost advantage compared to industry peers in salaries and benefits expenses due to high employee productivity measured by the average number of employees per aircraft. We had 79 FTEs per aircraft as of December 31, 2023. 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.

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, DECEA and private airports.

Traffic and customer servicing includes the cost of airport facilities, ground handling expenses, customer bus service and inflight services and supplies. During the pandemic, due to Anvisa’s orientation, we suspended the inflight service. We provide complimentary bus services between a limited number of locations and certain strategic airports, such as transportation from the city of São Paulo to Viracopos airport, and we believe that the additional customers we attract by offering this service more than offset its cost.

Our advertising and publicity expenses include commissions paid to travel and cargo 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 employ low-cost, innovative marketing techniques, focusing on social networking tools (Instagram, Facebook, Twitter, YouTube and Instagram) and generating word of mouth recognition, including visibly branded complimentary bus service and guerrilla 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 advertising and marketing expenses and expect this advantage will remain in the future.

Our maintenance and repair expenses consist of line maintenance checks and certain maintenance fees based on number of hours flown to access spare parts to repair aircraft and engines. Our fleet is the youngest compared to our main competitors, with an average age of 7.4 years, excluding the 24 Cessna Caravan aircraft as of December 31, 2023. As the aircraft age, our maintenance expenses tend to increase.

At the initial recognition of aircraft or right-of-use assets, Azul allocates the total cost of the aircraft between major components; airframe, engines, auxiliary power unit (“APU”), or propeller landing gear, heavy maintenance and structural checks. The useful economic life is the period extending up to the next heavy maintenance or structural check or the remaining useful life of the aircraft/engines or lease contract, whichever is shorter. Azul has maintenance contracts for its engines that cover all significant maintenance events. Azul has "power-by-the-hour" type contracts, which stipulate a rate for maintenance per hour flown, which are paid in accordance with the total hours flown when maintenance occurs. Subsequent heavy maintenance events and structural checks, which increase the useful lives of the assets, are capitalized and recognized as property and equipment or in addition to the right-of-use assets, according to the underlying asset. Subsequently they are depreciated during the respective period of use or until the end of the lease. Repairs and other routine maintenance are recognized in maintenance expenses during the period in which they are incurred.

Depreciation and amortization expenses include the depreciation of all fixed assets we own or right-of-use assets, including amortization of capitalized maintenance expenses.

Other operating expenses, net consist of general and administrative expenses, purchased services, equipment rental, communication costs, professional fees, travel and training expenses for crews and ground personnel, provisions for legal proceedings, interrupted flights and all other overhead expenses.

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Slightly over half of our expenses, such as fuel and maintenance, fluctuate with changes in the exchange rate between the real and the U.S. dollar. We currently enter into arrangements to hedge against increases in fuel prices. For further information, see item 5 see section 5 of the Reference Form to be released in May, 2023.

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 expenses include interest expense on lease liabilities, aircraft debt, loans and financings and working capital facilities, which are exposed to foreign currency fluctuations. The balances of derivative financial instruments include gains or losses on our derivatives not designated for hedge accounting. 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.

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. 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.

We and our subsidiaries had net operating loss carryforwards of R$18,325.9 million for the year ended December 31, 2023, represented by income tax losses and negative basis of social contribution.

Critical Accounting Policies and Estimates

For this discussion, see our audited consolidated financial statements included elsewhere in this annual report.

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 expect that most of our domestic capacity growth will come from replacing smaller aircraft with larger, fuel efficient, next generation aircraft that have a lower seat cost. We also expect to continue adding select routes and cities that we believe possess high demand and growth potential and are either not served or underserved by other airlines. We expect to continue leveraging the strong connectivity we have created in Brazil to benefit from the addition of select international destinations in the United States and Europe. In addition, we believe that we will continue benefiting from additional revenue streams coming from our TudoAzul loyalty program, our cargo, and our travel package businesses.

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The following chart includes certain operating information that evidences the evolution of our business between 2008 through December 31, 2023:

			Total Aircraft at End of Period
As of	Cities Served	FTEs	Owned	Leased	Total(1)
December 31, 2008(1)	3	712	3	2	5
December 31, 2009(1)	17	1,535	8	6	14
December 31, 2010(1)	28	2,940	14	13	27
December 31, 2011(1)(2)	43	4,329	22	27	49
December 31, 2012(1)	100	8,914	50	74	124
December 31, 2013(1)	103	9,848	56	81	137
December 31, 2014(1)	106	10,501	46	107	153
December 31, 2015(1)	102	10,533	46	106	152
December 31, 2016(1)(3)	102	10,311	39	100	139
December 31, 2017(1)(3)	104	10,878	27	120	147
December 31, 2018(1)(3)	110	11,807	20	123	143
December 31, 2019(3)	116	13,189	19	147	166
December 31, 2020(4)	112	11,946	34	158	192
December 31, 2021(5)	147	12,485	37	155	192
December 31, 2022(6)	158	13,543	40	172	212
December 31, 2023(6)	167	15,248	40	169	209		(1)	Includes aircraft held under finance and operating leases.
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(2)	Includes operating information resulting from the TRIP acquisition since November 30, 2012.
(3)	Includes aircraft subleased to TAP, 15 as of December 31, 2019 and 13 as of December 31, 2020.
(4)	Includes 13 aircraft subleased to TAP and 1 subleased to Breeze Airways.
(5)	Includes 6 aircraft subleased to TAP and 3 subleased to Breeze Airways.
(6)	Includes 3 aircraft subleased to Breeze Airways.		100	Azul S.A.
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Comparison of the year ended December 31, 2023 to the year ended December 31, 2022

	Years Ended December 31,		Percent<br>Change
	2023	2022
	(in thousands of reais)
Passenger revenue	17,227,728	14,594,945	18.0	%
Other revenues	1,326,697	1,353,122	(2.0)	%
Total revenue	18,554,425	15,948,067	16.3	%
Aircraft fuel	(5,890,485)	(6,561,288)	(10.2)	%
Salaries and benefits	(2,408,364)	(1,954,568)	23.2	%
Airport taxes and fees	(1,059,258)	(911,246)	16.2	%
Auxiliary services for air transport	(807,563)	(641,900)	25.8	%
Maintenance	(898,282)	(616,209)	45.8	%
Advertising and publicity	(779,264)	(699,003)	11.5	%
Depreciation and amortization	(2,404,223)	(2,094,448)	14.8	%
Impairment and onerous contracts	245,636	1,102,791	(77.7)	%
Insurance	(89,492)	(103,216)	(13.3)	%
Other	(2,802,036)	(2,039,425)	37.4	%
	(16,893,331)	(14,518,512)	16.4	%
Operating profit (loss)	1,661,094	1,429,555	16.2	%
Financial income	220,141	277,289	(20.6)	%
Financial expenses	(5,608,771)	(4,793,782)	17.0	%
Derivative financial instruments, net	(238,458)	958,005	(124.9)	%
Foreign currency exchange, net	1,625,064	1,406,566	15.5	%
Financial result	(4,002,024)	(2,151,922)	86.0	%
Loss before income tax and social contribution	(2,340,930)	(722,367)	224.1	%
Deferred income tax and social contribution	(39,526)	—	—	%
Loss for the year	(2,380,456)	(722,367)	229.5	%		Azul S.A.	101
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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 Year Ended December 31,	Percent Change
	2023
	(per ASK in R cents)
Net revenue:
Passenger revenue	39.46	7.0	%
Cargo and other revenue	3.03	(11.4)	%
Net revenues	42.48	5.4	%
Operating expenses:
Aircraft fuel	13.39	19.3	%
Salaries and benefits	5.45	10.3	%
Depreciation and amortization	5.26	(0.6)	%
Airport fees	2.40	4.3	%
Passenger expenses	1.84	13.2	%
Advertising and publicity	1.77	n.a.
Maintenance and repairs	1.56	4.0	%
Other operating expenses	4.23	23.4	%
Total operating expenses, net	35.89	(4.1)	%

All values are in US Dollars.

The table below presents our passenger revenue and selected operating data for the periods indicated.

	For the Year Ended December 31,				Percent<br>Change
	2023		2022
Passenger revenue (in millions of reais)	R$	17,227	R$	14,594	18.0	%
Available seat kilometers (ASKs) (millions)	44,006		39,579		11.2	%
Load factor (%)	80.4%		79.7%		0.5p.p.
Passenger revenue per ASK (cents) (PRASK)	39.46		36.88		7.0	%
Operating revenue per ASK (cents) (RASK)	42.48		40.29		5.4	%
Yield per passenger kilometer (cents)	49.05		46.25		6.1	%
Number of departures	316,896		304,429		4.1	%
Block hours	550,843		518,813		6.2	%

Total Revenue

In 2023, Azul´s total operating revenue increased 16.3% or R$2.6 billion in the year ended December 31 2023, reaching a record of R$18.6 billion. Passenger revenue increased 18.0% on 11.2% more capacity compared to the same period last year, boosted by the full recovery of corporate and international passenger demand.

Passenger Revenue

Passenger revenue increased 18.0% or R$2,632.8 million, from R$14,594.9 million in the year ended December 31, 2022 to R$17,227.7 million in 2023, due primarily to (i) a 12.2% growth in RPKs as a result of the recovery in passenger demand; and (ii) our ability to increase fares, clearly demonstrating our rational capacity deployment and the sustainable competitive advantages of network and business model.

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Other Revenues

Other Revenues decreased 2.0% or R$26.4 million, from R$1.353.1 million in the year ended December 31, 2022 to R$1,326.7 million in 2023, due primarily to a reduction in international cargo net revenue of 40.4% or R$139.9 million, from R$346.2 million in the year ended December 31, 2022 to R$206.3 million in 2023.

Operating Expenses

For the year ended December 31, 2023, Azul recorded operating expenses of R$16.9 billion, compared to R$14.5 billion in 2022, representing an increase of 16.4%, mainly due to the capacity and revenue increase of 11.2% and 18.0%, respectively in addition to investments made in the fourth quarter to support 2024 growth and maximize fleet availability to benefit from the continued strong demand environment, offset by a 16.1% reduction in jet fuel price per liter and 3.3% average depreciation of the real against the dollar.

Aircraft fuel. Aircraft fuel decreased R$670.8 million, or 10.2%, from R$6,561.3 million in 2022 to R$5,890.5 million in the year ended December 31, 2023, even with a 11.2% increase in total capacity, mostly due to a 16.1% reduction in fuel price per liter (excluding hedges) and a reduction in fuel burn per ASK as a result of our more efficient next-generation fleet.

Salaries and benefits. Salaries and benefits increased 23.2% or R$453.8 million, from R$1,954.6 million in 2022 to R$2,408.4 million in the year ended December 31 2023, mainly driven by our capacity increase of 11.2% in 2023, a 5.5% union increase in salaries paid two months in advance as a result of collective bargaining agreements applicable to all airline employees in Brazil, insourcing of certain activities to reduce total costs, and hirings made in the fourth quarter 2023 to support 2024 growth.

Airport taxes and fees. Airport taxes and fees increased 16.2% or R$148.0 million, from R$911.2 million in the year ended December 31, 2022 to R$1,059.3 million in the year ended December 31, 2023, mostly driven by the 11.2% increase in total capacity, in particular our 61.3% growth in international capacity, which drives higher fees.

Auxiliary services for air transport. Auxiliary services for air transport increased 25.8% or R$165.7 million, from R$641.9 million in the year ended December 31, 2022 to R$807.6 million in the year ended December 31, 2023, mostly due to the 6.5% increase in passengers, 4.1% increase in departures.

Advertising and publicity. Advertising and publicity expenses increased 11.5%, or R$80.3 million, from R$699.0 million in the year ended December 31, 2022 to R$779.3 million in the year ended December 31, 2023, mostly driven by a 18.0% increase in passenger revenue, offset by savings from the insourcing of marketing activities.

Maintenance. Maintenance increased 45.8%, or R$282.1 million, from R$616.2 million in the year ended December 31, 2022 to R$898.3 million in the year ended December 31, 2023, mostly driven by a higher number of maintenance events to maximize aircraft availability and support 2024 growth, partially offset by a higher share of maintenance events insourced, 3.3% average appreciation of the real against the dollar and cost savings from the renegotiation of our engine maintenance agreements.

Depreciation and Amortization. Depreciation and amortization increased 14.8% or R$309.8 million, from R$2,094.4 million in the year ended December 31, 2022 to R$2,404.2 million in the year ended December 31, 2023, driven by the increase in the size of our fleet compared to 2022.

Impairment and onerous contracts. Impairment and onerous contracts. decreased 77.7% or R$857.2 million, from R$1,102.8 million in 2022 to R$245,6 million in 2023, mainly due to the impairment reversal of 14 Embraer E-195 E1s.

Insurance. Insurance decreased 13.3%, or R$13.7 million, from R$103.2 million in the year ended December 31, 2022 to R$89.5 million in the year ended December 31, 2023, mostly driven by the 2.6% decrease in total contractual fleet.

Other. Other increased 37.4% or R$762.6 million, from R$2,039.4 million in the year ended December 31, 2022 to R$2,802.0 million in the year ended December 31, 2023, mainly driven by the increase in judicial claims, 11.2% increase in passenger capacity and higher training expenses as we are preparing ourselves for 2024 growth, in addition to an increase of revenue-driven IT expenses, crewmembers accommodations, cargo last-mile operations, and flight contingencies.

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Operating Profit

Operating profit increased 16.2%, or R$231.5 million for the year ended December 31, 2022, from R$1,429.6 million for the year ended December 31, 2022 to R$1,661.1 million in 2023. This increase is mainly due to the gradual rebuilding of the network, ending the year with an increase in passenger demand during 2023 of 12.2% compared to 2022.

Financial Result

Financial Income. Financial income decreased 20.6%, or R$57.1 million, from R$277.3 million for the year ended December 31, 2022 to R$220.1 million in 2023, mainly due to the decrease in financial investments, deducting the amount of interest on investments.

Financial Expenses. Financial expenses increased 17.0%, or R$815.0 million, from R$4,793.8 million for the year ended December 31, 2022 to R$5,608.8 million in 2023, mainly due to the increase in the Brazilian risk-free rate to an average of 11.75% in 2023 impacting our loans and financing. In addition, R$552.1 million refers to debt restructuring costs and debentures.

Derivative Financial Instruments, net. Derivative financial instruments, net, loss was an expense of R$238.5 million for the year ended December 31, 2023, compared to a net gain of R$958.0 million in 2022. mainly due to unrealized losses related to fuel hedge contracts resulting from the sharp decreased in fuel prices. A drop in fuel price positively affects the Company through a reduction in costs. However, also negatively affects contracted positions as these are acquired to protect the Company against the risk of a rise in price.

This line reflects (i) U.S. dollar derivative instruments used to hedge our foreign exchange exposure resulting from U.S. dollar denominated financial expenses and (ii) heating oil derivative instruments used to hedge our fuel exposure. As of December 31, 2023, Azul has hedged 15.1% of its expected fuel consumption for the next twelve months by using mostly heating oil derivatives, which dropped 21% from an average of R$354.9 million in 2022 to an average of R$281.3 million in 2023.

Foreign Currency Exchange, net. The net currency exchange effect on our monetary assets and liabilities when remeasured into reais, amounted to a non-cash gain on net monetary and foreign exchange variations of R$1,625.1 million for the year ended December 31, 2023, an increase of 15.5%, or R$218.5 million compared to a gain of R$1,406.6 million in 2022, mainly due to the appreciation of the real against the dollar of 3.3% in 2023, in addition to the increased in our debt denominated in dollars related of the issuance of US$800 million aggregate principal amount of 11.930% Senior Secured First Out Notes due 2028 in the second half of 2023, resulting in a decrease in our lease liabilities and foreign currency indebtedness.

Deferred income tax and social contribution

In the year ended December 31, 2023, expenses related to deferred income tax and social contributions totaled R$39.5 million, mostly due to temporary differences recognized in 2023 related to foreign exchange variations which are taxed on a cash basis.

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Loss for the Year

Loss for the year increased R$1,658.1 million or 229.5%, from R$722.4 million for the year ended December 31, 2022 to R$2,380.5 million in 2023, due to the reasons explained above.

Comparison of the year ended December 31, 2022 to the year ended December 31, 2021

	Years ended December 31,		Percent<br>Change
	2022	2021
	(in thousands of reais)
Passenger revenue	14,594,945	8,811,044	65.6	%
Other revenues	1,353,122	1,164,685	16.2	%
Total revenue	15,948,067	9,975,729	59.9	%
Aircraft fuel	(6,561,288)	(3,257,223)	101.4	%
Salaries and benefits	(1,954,568)	(1,748,441)	11.8	%
Airport taxes and fees	(911,246)	(677,653)	34.5	%
Auxiliary services for air transport	(641,900)	(395,533)	62.3	%
Maintenance	(616,209)	(546,647)	12.7	%
Advertising and publicity	(699,003)	(403,987)	73.0	%
Depreciation and amortization	(2,094,448)	(1,544,333)	35.6	%
Impairment and onerous contracts	1,102,791	1,075,682	2.5	%
Insurance	(103,216)	(80,256)	28.6	%
Other	(2,039,425)	(2,342,543)	(12.9)	%
	(14,721,910)	(9,920,934)	48.4	%
Operating profit (loss)	1,226,157	54,795	n.a.
Financial income	277,289	154,280	79.7	%
Financial expenses	(4,793,782)	(3,838,243)	24.9	%
Derivative financial instruments, net	958,005	864,184	10.9	%
Foreign currency exchange, net	1,406,566	(1,443,046)	(197.5)	%
Financial result	(2,151,922)	(4,262,825)	(49.5)	%
Result from related party transactions	—	(5,178)	—	%
Loss before income tax and social contribution	(925,765)	(4,213,208)	(78.0)	%
Loss for the year	(925,765)	(4,213,208)	(78.0)	%		Azul S.A.	105
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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 Year Ended December 31,	Percent<br>Change
	2022
	(per ASK in R cents)
Operating revenue:
Passenger revenue	36.88	31.4	%
Cargo and other revenue	3.42	(7.8)	%
Total operating revenues	40.30	26.8	%
Operating expenses:
Aircraft fuel	16.58	59.7	%
Salaries and benefits	4.94	(11.3)	%
Depreciation and amortization	5.29	7.5	%
Airport fees	2.30	6.5	%
Passenger expenses	1.62	30.6	%
Advertising and publicity	1.77	37.2	%
Maintenance and repairs	1.56	(10.3)	%
Other operating expenses	2.63	(39.0)	%
Total operating expenses, net	36.68	16.0	%

All values are in US Dollars.

The table below presents our passenger revenue and selected operating data for the periods indicated.

	For the Year Ended December 31,				Percent<br>Change
	2022		2021
Passenger revenue (in millions of reais)	14,594,945		8,811,044		65.6	%
Available seat kilometers (ASKs) (millions)	39,579		31,386		53.9	%
Load factor (%)	80	%	79	%	(0.8)	p.p.
Passenger revenue per ASK (cents) (PRASK)	36.88		28.07		12.5	%
Operating revenue per ASK (cents) (RASK)	40.29		31.78		11.9	%
Yield per passenger kilometer (cents)	46.25		35.46		13.6	%
Number of departures	304,429		245,102		55.1	%
Block hours	518,813		409,424		53.4	%

Total Revenue

Total revenue increased 59.9%, or R$5,972.3 million, from R$9,975.7 million for the year ended in December 31, 2021 to R$15,948.1 million in 2022, due to a 65.6% increase in passenger revenue with the expansion of the network, and by the 16.2% increase in other revenue.

Passenger Revenues

Passenger revenue increased 65.6%, or R$5,783.9 million, from R$8,811.0 million for the year ended in December 31, 2021 to R$14,594.9 million in 2022, due primarily to (i) a 27.0% growth in RPKs as a result of the recovery in passenger demand after the COVID-19 vaccine immunization, (ii) our focus on increasing fares, (iii) a faster domestic leisure demand recovery.

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Other Revenues

Other revenues increased 16.2%, or R$188.4 million, from R$1,164.7 million for the year ended in December 31, 2021 to R$ 1,353.1 million in 2022, due mainly to the increase in revenues from cargo transportation. The good performance of our cargo business reflected the increase in demand from individual and corporate customers for package deliveries, online purchases, being a behavior that increased as a result of the COVID-19 pandemic and also reflects Azul Cargo's connectivity strategy. Most of the observed increase was driven by the wide expansion in all segments and geographic areas of our cargo market, especially our e-commerce business.

Operating Expenses

Operating expenses increased 46.3% or R$4,597.6 million, from R$9,920.9 million for the year ended December 31, 2021 to R$14,518.5 million in 2022, mainly due to (i) the increase in demand, which led to a 53.9% increase in capacity, resulting in higher variable expenses, (ii) an increase in fuel costs of 63.5% and (iii) the average devaluation of 4.3% of the real against the dollar during fiscal year 2022 compared to the same period in 2021, which increased dollar-denominated expenses.

Aircraft Fuel. Aircraft fuel increased 101.4% or R$3,304.1 million, from R$3,257.2 million for the year ended December 31, 2021 to R$6,561.3 million in 2022, mostly due to (i) a 26.1% increase in capacity, and (ii) a 63.5% increase in fuel price per liter. On an ASK basis, aviation fuel increased by 59.7%.

Salaries and Benefits. Salaries and benefits increased 11.8% or R$206.1 million, from R$1,748.4 million for the year ended December 31, 2021 to R$1,954.6 million in 2022, driven by collective bargaining agreements and a 8.5% increase in FTEs compared to 2021 to support our capacity increase of 26.1%.

Airport Taxes and Fees. Airport taxes and fees increased 34.5% or R$233.6 million, from R$677.7 million for the year ended December 31, 2021 to R$911.2 million in 2022, mostly due to a 26.7% increase in block hours, and a 24.2% increase in departures, in addition to the 5.8% inflation over the last 12 months.

Auxiliary services for air transport. Auxiliary services for air transport increased 62.3% or R$246.4 million, from R$395.5 million for the year ended December 31, 2021 to R$641.9 million in 2022, mostly due to (i) a 17.9% increase in passengers, (ii) a 24.2% increase in departures and (iii) a 26.1% increase in ASKs as a result of the recovery of our network. In terms of ASK, auxiliary services for air transport increased 30.6%.

Advertising and publicity. Advertising and publicity expenses increased 73.0%, or R$295.0 million, from R$404.0 million for the year ended December 31, 2021 to R$699.0 million in 2022, mostly driven by (i) an increase in expenses for credit card fees and commissions due to an increase of 65.9% in passenger revenue; (ii) an increase in commission fees as a result of an increase in cargo revenues and (iii) higher distribution costs resulting from an acceleration in demand for international flights.

Maintenance. Maintenance increased 12.7% or R$69.6 million, from R$546.6 million for the year ended December 31, 2021 to R$616.2 million for the year ended December 31, 2022, mostly due to (i) an average devaluation of 4.3% of the Brazilian real against the U.S. dollar during 2022 compared to 2021, and (ii) a 24.2% increase in departures as a result of the increase in demand. In terms of ASK, costs with maintenance reduced 10.3% when compared to 2021.

Depreciation and Amortization. Depreciation and amortization increased 35.6% or R$550.1 million, from R$1,544.3 million in 2021 to R$2,094.4 million in 2022, mainly to the size of our fleet compared to 2021 and the change in our redelivery cost provisioning policy. In terms of ASK, depreciation and amortization increased 7.5% when compared to the same period of the previous year.

Impairment and onerous contracts. Impairment and onerous contracts. increased 2.5% or R$27.1 million, from R$1,075.7 million for the year ended December 31, 2021 to R$1,102.8 million in 2022, mainly due to a partial reversal of the E1 impairment due to the extended use of those aircraft.

Insurance. Insurance increased 28.6% or R$23.0 million, from R$80.3 million for the year ended December 31, 2021 to R$103.2 million in 2022, mainly due to the 24.2% increase in departures.

Other. Other decreased 12.9% or R$303.1 million, from an expense of R$2,342.5 million for the year ended December 31, 2021 to R$2,039.4 million in 2022, mainly due to (i) expenses related to the growth of our logistics business, engine rental, and (ii) the average depreciation of 4.3% of the Brazilian real against the U.S. dollar during 2022 compared to the same period in 2021.

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Operating Profit

For the year ended December 31, 2022, the Company reported an operating income of R$1,429.6 million, compared to R$54.8 million for the year ended December 31, 2021. This result is mainly due to (i) the gradual increase in demand, ending the year with an increase in passenger demand in 2022 of 26.1% compared to 2021, (ii) improvement in operational efficiency, with a CASK ex-fuel 1.9% lower compared to the previous year.

Financial Result

Financial Income. Financial income increased 79.7%, or R$123.0 million, from R$154.3 million for the year ended December 31, 2021 to R$277.3 million in 2022, mainly due to the increase in the average CDI for the year, from 2.8% in 2021 to 4.4% in 2022.

Financial Expenses. Financial expenses increased 24.9%, or R$955.5 million from R$3,838.2 million for the year ended December 31, 2021 to R$4,793.8 million in 2022, mainly due to (i) the increase in the Brazilian risk-free rate to an average of 13.8% in 2022 impacting our loans and financing, (ii) an increase in the interest expense on lease liabilities on aircraft leases of R$99.5 million, due to the growth of our fleet.

Derivative Financial Instruments, net. Gain in derivative financial instruments used for the hedging of our exposure to fuel price variation and foreign currency debt payments of R$958.0 million for the year ended December 31, 2022 compared to R$864.2 million in 2021 mainly due to unrealized gains related to fuel hedge contracts resulting from the sharp rise in fuel prices as a result of the recovery in demand for crude oil.

Foreign Currency Exchange, net.. The net currency exchange effect on our monetary assets and liabilities when remeasured into reais, amounted to a non-cash loss on net monetary and foreign exchange variations of R$1,443.0 million for the year ended December 31, 2021 compared to a gain of R$1,406.6 million in the same period of the prior year, due to the depreciation of the real against the dollar of 4.3% between December 31, 2021 and December 31, 2022, resulting in an increase in our capitalized leases and foreign currency indebtedness.

Loss for the Year

Loss for the year was R$722.4 million for the year ended December 31, 2022 compared to a loss for the year of R$4,213.2 million for the year ended December 31, 2021, due to the reasons explained above.

B.Liquidity and Capital Resources

General

Our short-term liquidity requirements relate to the payment of operating costs, including aircraft fuel and salaries, payment obligations under our lease liabilities and loans and financing (including aircraft debt-financing and debentures) and the funding of working capital requirements. Our medium- and long-term liquidity requirements include payments with the option of settlement in equity for aircraft 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 including, but not limited to, bank loans, debentures and promissory notes.

In order to manage our liquidity, we review our cash and cash equivalents, short-term investments, 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 for their purchases in up to ten 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 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.

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In 2023, we completed a series of restructuring and capital raising transactions to strengthen our capital structure and improve our cash generation, which included (i) reductions in, and the reprofiling of, our obligations with certain aircraft lessors and OEMs, including the issuance of the Lessor/OEM Notes, (ii) exchange offers and consent solicitations, including the issuance of 2029 Notes and 2030 Notes , (iii) amendments to our convertible debentures, (iv) the issuance of Initial 2028 Notes , and (v) the issuance of the ALAB non-convertible debentures due 2024. For more information, see “Item 4. Information on the Company—Business Overview—Restructuring.”

As of December 31, 2023, our total cash position consisting of cash and cash equivalents and short-term and long-term investments, was R$2,677.6 million as of December 2023 compared to R$1,401.4 million as of December 2022.

During the third quarter of 2023 Azul had a private offering of US$800 million aggregate principal amount of 11.930% Senior Secured First Out Notes due 2028 (“Notes”). The offering was the last part of the comprehensive and permanent restructuring plan to optimize the Company’s capital structure and increase its liquidity position.

We believe that we will continue to be able to access equity and debt capital markets if and when necessary. The table below presents our cash flows from operating, investing and financing activities for the periods indicated:

	For the Year Ended December 31,
	2023	2022	2021
	(in thousands of reais)
Cash Flow
Net cash provided (used) by operating activities	3,439,691	2,437,315	(310,616)
Net cash used in investing activities	(874,482)	(639,852)	(684,890)
Net cash provided (used) by financing activities	(1,392,942)	(4,203,587)	812,635
Exchange rate changes on cash and cash equivalents	56,721	673	191,855
Increase (Decrease) in cash and cash equivalents	1,228,988	(2,405,451)	8,984

Net Cash Provided (Used) By Operating Activities

Net cash provided (used) by operating activities in 2023 was R$3,439.7 million compared to R$2,437.3 million in 2022. The increase of the operating cash flows was mainly due to (i) and increase in passenger demand in 2023 after the decreasing effects of the COVID-19 pandemic, (ii) the removal of governments restrictions on travel, (iii) better favorable macroeconomic conditions and (iii) the positive trend in fuel costs.

Net Cash Used In Investing Activities

Net cash used in investing activities was R$874.5 million in 2023, compared to R$639.9 million in 2022. The increase in cash used in investing activities is mostly related to the cash received on sale of property and equipment in 2022 of R$518.7 million. In 2023 we did not receive cash on sale of property and equipments.

Net Cash Provided (Used) By Financing Activities

Net cash provided (used) by financing activities was R$1,392.9 million in 2023 compared to R$4,203.6 million in 2022. The decrease in net cash used in financing activities was mainly due to (i) a decrease in loans and financing proceeds and (ii) and increase in reverse factoring.

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Contractual Obligations

Our non-cancellable contractual obligations (in thousands of R$) as of December 31, 2023 included the following:

	2024	2027-2029	>2029
	Less than 1 year	3 to 5 years	More than 5 years	Total
	(in thousands of R)
Commitments for future aircraft acquisition	916,053	8,458,202	791,479	16,447,952
Lease liabilities	3,271,945	9,007,993	9,859,641	29,259,186
Non-aircraft loans	356,138	5,033,521	2,750,921	8,373,839
Debentures	468,441	1,396,213	—	2,087,924
Aircraft loans	181,215	15,878	—	318,695
Interest payable on bonds	120,063	2,478,530	216,843	4,931,479
Interest on lease liabilities	298,203	(2,994,161)	(4,053,090)	(8,401,680)
Total	5,612,057	23,396,177	9,565,794	53,017,395

All values are in US Dollars.

Loans and Financings

As of December 31, 2023, we had total loans and financing of R$ 24,387.2 million (including R$ 1,201.6 million of convertible debentures and R$12,455.8 million of lease liabilities), compared to R$ 23,219.3 million as of December 31, 2022 (including R$1,403.7 million of convertible debentures and R$ 14,582.8 million of lease liabilities).

In 2023, we completed a series of restructuring and capital raising transactions to strengthen our capital structure and improve our cash generation, which included: (i) reductions in and the reprofiling of our obligations with certain aircraft lessors and OEMs, including the issuance of the Lessor/OEM Notes, (ii) Exchange Offers and Consent Solicitations, including the issuance of the 2029 Notes and the 2030 Notes, (iii) amendments to our convertible debentures, (iv) the issuance of the 2028 Notes, and (v) the issuance of the ALAB non-convertible debentures due 2024. For more information, see “Item 4.B. Business Overview—Restructuring”.

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The following tables set forth our short-term and long-term loans and financing as of December 31, 2023 and 2022:

	As of December 31,
	2023	2022
	(in thousands of reais)
Short-Term Debt
Local currency	530,421	669,308
Foreign currency (U.S. Dollars)	181,525	427,169
Lease liabilities	3,349,056	4,025,948
Senior Notes	413,912	31,255
Lease Notes	121,948	—
Total short-term debt	4,596,862	5,153,680
Long-Term Debt
Local Currency	454,666	639,101
Foreign currency (U.S. Dollars)	1,383,447	1,651,887
Lease liabilities	9,106,771	10,556,885
Senior Notes	7,936,551	5,217,700
Lease Notes	908,897
Total long-term debt	19,790,332	18,065,573
Total loans and financing	24,387,194	23,219,253

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

			As of December 31,
	Financial Charges		2023	2022
Aircraft financing(1)
In local currency (R$)	6.3%, Selic + 5.5%	Monthly repayment	36,367	61,566
In foreign currency (U.S.$)(1)	6% , SOFR1M + 4.6%	Monthly and quarterly payment	363,365	730,673
Non-aircraft financing:
In foreign currency (U.S.$)	5.9% to 11.9%	Semi-annual and quarterly payment	8,350,460	5,193,618
In local currency (R$)	CDI + 3.1%	Monthly payment	29,648	499,672
Debentures (R$)	CDI + 5.4%	Monthly and quarterly payment	919,072	747,170
Convertible debenture (R$)	12%	Semi-annual payment	1,201,610	1,403,719
			10,900,522	8,636,418		(1)	Aircraft financing includes lease liabilities and financing agreements with respect to our aircraft, flight simulators and related equipment.
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As of December 31, 2023, we had 236 aircraft and engines under leases with an aggregate balance of R$11,567.9 million, 21 aircraft and engines held under finance leases with an outstanding total of R$650.7 million, with the underlying aircraft as collateral, and 32 owned aircraft and engines, which are accounted for under Property, Plant and Equipment in the net amount of depreciation of R$1,598.2 million. Of our contractual fleet of 209 aircraft, 3 Embraer E1 aircraft are subleased to Breeze. Our non-aircraft secured loans, aircraft leases and aircraft debt financing contain customary covenants and restrictions, such as default in case of change of control and termination, or non-renewal of the agreement.

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Our debt securities, loans, aircraft leases and aircraft debt financing contain certain customary covenants and restrictions, which vary depending on the terms of each financing and which are subject to certain limitations and exceptions. Such covenants include, among other provisions (i) restrictions on the incurrence of debt, the granting of liens, the making of restricted payments and investments, entering into certain business activities, entering into mergers, consolidations or certain other transactions, the disposal of assets (including the disposal of collateral securing the relevant financings, as applicable), and the operation of the TudoAzul program, the Azul Viagens business and the Azul Cargo business (including obligations in respect of customer databases), and (ii) obligations to deliver financial statements and certain certificates, including relating to compliance with financial covenants and restrictions, to redeem or offer to repurchase the relevant debt in certain circumstances and to grant and perfect additional collateral in certain circumstances.

The indentures (including, as applicable, supplemental indentures thereto) governing the 2024 Notes, the 2026 Notes, the 2028 Notes, the 2029 Notes, the 2030 Notes and the Lessor/OEM Notes are filed as exhibits to this annual report on Form 20-F and include the full text of the relevant covenants and restrictions.

As of December 31, 2023, we were in compliance with the covenants provided for by the terms of our long-term indebtedness.

Capital Expenditures

Our gross capital expenditures (acquisitions of property, equipment, capitalized maintenance and intangibles) for the years ended December 31, 2023, 2022, 2021, totaled R$972.3 million, R$1,451.1 million and R$776.8 million, respectively. Most of these expenditures are related to the acquisition of new aircraft, engines, engine overhaul and aircraft equipment such as spare parts. Other capital expenditures include IT systems and facilities.

We typically hold our aircraft under leases agreements or aircraft loans. 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 credit lines. We believe that our cash provided by operations and our ability to obtain financing (including through leases and aircraft debt-financing), by already approved lines of credit with financial institutions, as well as our ability to obtain leases and issue debentures in the Brazilian capital market, will enable us to honor our current contractual and financial commitments.

For additional information relating to our commitments for future acquisition of aircraft, see “Note 37. Commitments” to our audited consolidated financial statements.

Off-Balance Sheet Arrangements

As a result of full retroactive adoption of IFRS 16 – Leases as of January 1, 2019, we do not have off-balance sheet arrangements, as our operating lease obligations are now reflected in our financial statements.

C.Research and Development, Patents and Licenses

We have registered the trademarks “AZUL” and “AZUL LINHAS AÉREAS BRASILEIRAS,” among others, with the INPI. We have also registered several domain names with the Brazilian body for domain registration, or NIC.br, and other domain registrars, including “voeazul.com.br,” “flyazul.com,” “azulviagens.com.br,” “azulcargo.com.br” and “tudoazul.com.” We also operate software products under licenses from our suppliers, such as Oracle, Trax, Sabre and Navitaire.

For the past three years, we have not had any research and development policies in effect.

D.Trend Information

While the most critical moments relating to the COVID-19 pandemic have passed, in 2023 we faced several challenges, such as (i) growth in inflation rates in the most developed markets, such as the United States and Europe, (ii) shortage of credit, causing a significant increase in interest rates for raising funds, (iii) crisis in the supply chain of maintenance materials that puts adverse pressure on costs for us, and (iv) abrupt increases in oil prices that directly impact jet fuel costs, largely as a result of the Russia-Ukraine conflict.

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Given this scenario, we have taken certain proactive measures to secure our liquidity position including renegotiating the terms of agreements with our aircraft lessors, our Brazilian and international creditors, our employees and their unions and with international airport and regulatory authorities. In 2023, we completed a series of restructuring and capital raising transactions to strengthen our capital structure and improve our cash generation, as described under Item 4.B. Business Overview—Restructuring.”As we have indicated in our public statements, our focus now is to take advantage of our competitive position and optimize it for the post COVID-19 pandemic world so that we can become even more efficient, flexible and in a better position to explore future opportunities.

Developments in Brazil’s political landscape also impacted us and may continue to impact us in the future. Uncertainty regarding political developments and over whether the current government of President Luis Inácio Lula da Silva or future Brazilian governments will implement changes in policy or regulation affecting these or other factors in the future, including as a result of exchange rates and currency fluctuations, internal or external factors sustaining persistent inflation, among other factors, may affect economic performance and contribute to economic uncertainty in Brazil, which may have an adverse effect on us and our preferred shares, including in the form of ADSs. We cannot predict what policies the current Brazilian government will adopt or whether such policies will have adverse consequences for the Brazilian economy or adversely affect us.

Additionally, developments and the perceptions of risks in other countries, including other emerging markets, the United States and Europe, and developments relating to the Russia-Ukraine conflict and relating to the conflict among Israel and militant groups in the Middle East (including Hamas), may adversely affect the Brazilian economy and the price of Brazilian securities, including the price of our preferred shares, including in the form of ADSs. In addition, there is no assurance that Brent oil prices will further increase in the future.

However, we believe that our business model, strong cash position and balance will enable us to continue [growing]. Also, in the long-term, we believe that demand for passenger aircraft travel in the markets we serve will continue to grow as travel remains underpenetrated in Brazil compared to other developed economies. Under normal economic conditions, we believe there is a strong growth opportunity in airline service on routes not served by us or underserved routes among larger, medium-sized, and regional cities in Brazil. We expect the increase in demand for air travel will come from both domestic and international markets. In addition, we believe there is an opportunity to leverage our network connectivity by serving additional selected international destinations.

E.Critical Accounting Estimates

For this discussion, see our audited consolidated financial statements included elsewhere in this annual report.

ITEM 6.    DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.Directors and Senior Management

Board of Directors

Our board of directors is responsible for, among other tasks, 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 fourteen 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, Shareholders’ Agreement, and the regulations of the Level 2 segment of the B3. 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 general 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 preferred shares (with no voting rights or restricted voting rights) representing at least 10% of the total capital stock have the right to elect one member to the board of directors in a separate voting process, except if the bylaws of the company already provide the right of holders of preferred shares to elect one member of the board of directors. 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.

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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 among them as a single shareholding block; (ii) between 10% and 20% of our common shares, they will have the right to appoint two directors; and (iii) between 5% and 10% of our common shares, they will have the right to appoint one director;

•As long as Calfinco holds at least 50% of the preferred shares that were held by Calfinco as of August 3, 2016, Calfinco will have the right to appoint one director;

•The remaining directors must be appointed by David Neeleman, provided that at least two directors are independent, according to the regulations of the Level 2 segment of B3, and the majority of the directors are Brazilian citizens, to the extent required by applicable Brazilian law or governmental authorities.

Currently, our board of directors is composed of 12 members, elected in accordance with the Shareholders’ Agreement, three of whom were appointed by TRIP’s former shareholders, one of whom was appointed by Calfinco and the remainder were appointed by David Neeleman. On April 29, 2021, nine current members were reelected and two new members were appointed to our board of directors. One director was appointed by Calfinco (Mr. Patrick Wayne Quayle), replacing Calfinco’s previous appointee, and one director was appointed by David Neeleman (Mr. Peter Allan Otto Seligmann, an ESG specialist). At the extraordinary general meeting held on December 29, 2022, the shareholders of the Company accepted the resignation submitted by the board member, Mr. Gelson Pizzirani, and elected Mrs. Renata Faber Rocha Ribeiro as a board member, further advancing the Company's commitment to make efforts to promote gender equality, as per the favorable opinion of the Company's ESG Committee, at a meeting held on November 7, 2022. Ten members of our board of directors are independent members, according to the regulations of the Level 2 segment of the B3. Also, in connection with the Company's commitment to make efforts to expand diversity and promote gender equality at all levels of its organizational structure, to elect, at Extraordinary General Shareholders’ Meeting, held on October 04, 2023, unanimously by shareholders holding one hundred percent (100%) of the common shares of the Company, Mrs. Daniella Marques Consentino, as an Independent Member of the Company's Board of Directors.

Under our bylaws and in conformity with regulations of the Level 2 segment of the B3, at least two or 20%, whichever is greater, 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 who are also shareholders of the company may not vote in any shareholders’ meetings or vote in any decision regarding any transaction in which there is a conflict of interest with such member.

The Level 2 segment of B3 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 B3 Participation Agreement, including the Market Arbitration Chamber Rules (Câmara de Arbitragem do Mercado) and the Level 2 rules.

Pursuant to Brazilian corporate law, the members of our board of directors are prohibited from taking any actions, including the deliberation of such actions during a meeting of the board of directors, in which he or she has a conflict of interest with us. In accordance with this law, our bylaws prohibit the election to our board of directors of someone who has or may have a conflict of interest, except when such conflict of interest is disregarded through a shareholders’ meeting. In addition, if a conflict of interest arises after the election of a member of our board of directors, such member may not exercise his or her right to vote and may not access information or participate in board of directors meetings related to such conflict of interest.

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.

In 2023, we paid our board of directors a fixed aggregate compensation amount totaling approximately R$4.4 million for services rendered. The members of our board of directors are also granted stock-based compensation as a long-term incentive, see “Item 6.B. Management Compensation—Stock-Based Incentive Plans.” In addition, as a benefit, our directors receive passenger tickets on our flights.

As of December 31, 2023, we have entered into contractual arrangements, insurance policies and other instruments structuring compensation or indemnification mechanisms for our directors, as applicable.

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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 Gary Neeleman	Chairman	April 28, 2023	April 28, 2025	October 16, 1959
Sérgio Eraldo de Salles Pinto	Vice-Chairman(2)	April 28, 2023	April 28, 2025	September 24, 1964
Carolyn Luther Trabuco	Independent Member(2)	April 28, 2023	April 28, 2025	April 15, 1969
Michael Paul Lazarus	Independent Member(2)	April 28, 2023	April 28, 2025	May 20, 1955
José Mario Caprioli dos Santos	Independent Member(2)	April 28, 2023	April 28, 2025	July 11, 1971
Decio Luiz Chieppe(3)	Independent Member(2)	April 28, 2023	April 28, 2025	May 14, 1960
Renan Chieppe(3)	Independent Member(2)	April 28, 2023	April 28, 2025	April 06, 1962
Gilberto de Almeida Peralta	Independent Member(2)	April 28, 2023	April 28, 2025	May 03, 1957
Patrick Wayne Quayle	Independent Member(2)	April 28, 2023	April 28, 2025	November 22, 1978
Peter Allan Otto Seligmann	Independent Member(2)	April 28, 2023	April 28, 2025	September 30, 1950
Renata Faber Rocha Ribeiro	Independent Member(2)	April 28, 2023	April 28, 2025	June 01, 1980
Daniella Marques Consentino	Independent Member(2)	October 04, 2023	April 28, 2025	October 06, 1979		(1)	Refers to date of most recent election.
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(2)	Independent according to the regulations of the Level 2 segment of the B3.
(3)	Renan Chieppe and Decio Luiz Chieppe are relatives.

The business address of each member of our board of the directors is Avenida Marcos Penteado de Ulhôa Rodrigues, n. 939, 8th floor, Edifício Jatobá, Condomínio Castelo Branco Office Park, Tamboré, Zip Code 06460-040, in the city of Barueri, State of São Paulo – Brazil.

The following discussion contains summary biographical information relating to each of the members of our board of directors:

David Gary Neeleman, a dual Brazilian and U.S. citizen, is our Chairman of our board of directors and served as Chief Executive Officer until July 2017, since he founded Azul in January 2008. Prior to Azul, Mr. Neeleman founded JetBlue, where he was the Chief Executive Officer from 1998 to 2007 and Chairman from 2002 to 2008. Mr. Neeleman’s career in the airline industry began in 1984 when he co-founded Morris Air. As president at 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 in 1993 and took the electronic ticketing to Open Skies. He sold Open Skies to Hewlett Packard in 1999. Mr. Neeleman was also co-founder of WestJet Airlines and served as a member of its board of directors from 1996 to 1999. Mr. Neeleman currently also serves as CEO and Chairman on Breeze Airways, as well as a member of the board of directors of Azorra Aviation LLC. as announced on July 2, 2022, and as a member of the board of directors of Lilium N.V., since September 2021. He also has been a member of our Compensation Committee since August 08, 2011.

Sérgio Eraldo de Salles Pinto is our Vice-Chairman of our board of directors, having been elected as an independent member since March 10, 2008. Mr. Sergio is CEO of Grupo Bozano and currently also serves as an external member of the Audit, Risk and Ethics Committee of Embraer, member of Investment Committees of Crescera Capital, CEO of Legend Capital and representative member of the Shareholders Committee of Conglomerado Alfa. In addition to the positions currently held, he served as a member of the board of directors of large companies, such as Netpoints, Embraer, Votorantim S.A. and Votorantim Finanças S.A., having also served as officer of Banco Bozano, Simonsen S.A., and as Chairman of Bozano Simonsen Securities in London. Mr. Sergio holds a degree in Economics and Electrical Engineering from the Universidade de Brasília and a master degree in Economics from Fundação Getúlio Vargas – Rio de Janeiro, and a master degree in Business Administration from the Pontifícia Universidade Católica – Rio de Janeiro. He also has been a member of our Audit Committee and our Compensation Committee since October 30, 2018, and August 08, 2011, respectively.

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Carolyn Luther Trabuco has been an independent member of our board of directors since March 10, 2008. Mrs. Trabuco is the founder of Thistledown Advisory Group LLC, an advisory firm that works with companies focusing on high growth disruptive industry opportunities created by ESG and sustainability driven investment demand. Prior to founding Thistledown, she was a portfolio manager and senior advisor at Phibro Energy Trading LLC, with responsibility for investing in global resources, oil and energy equities. Prior to that, Mrs. Trabuco was a portfolio manager and senior equity research analyst at Pequot Capital Management where she established the firm’s investment presence in global metals, mining and steel and investments in Brazil. Mrs. Trabuco began her investment career in Equity Research at Fidelity Investments and later at the Wall Street firms Lehman Brothers, Montgomery Securities and First Union Capital Markets. Mrs. Trabuco also serves as an independent member of the board of directors of Critical Metals Corp., to be the operator of Europe’s first fully licensed lithium mine, as well as a member of the board of directors and Audit Committee for Sizzle Acquisition Corp., listed on the NASDAQ. In January 2023, Ms. Trabuco has joined as a new member of the Board Diversity Initiative of the NYSE. She graduated from Georgetown University (A.B.) and Sacred Heart University (MPA). She also has been a member of our Compensation Committee and our ESG Committee since December 11, 2009 and August 09, 2021, respectively.

Michael Paul Lazarus has been an independent member of our board of directors since February 20, 2013. Currently Mr. Lazarus manages LAZCAP, a family office investing in seed and early-stage growth companies. Mr. Lazarus co-founded Weston Presidio Capital, a private equity firm focused on growth companies, in 1991 and currently serves as one of its Managing Partners. Mr. Lazarus was also a founding partner of Main Post Partners, a San Francisco, California, based growth equity fund. Prior to the formation of Weston Presidio Capital, he served as Managing Director and Director of the Private Placement Department of Montgomery Securities. 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 of Restoration Hardware, Morris Air, Guitar Center, Fender Musical Instrument Corp., Integro, Jimmy John’s LLC, and numerous privately held companies. Mr. Lazarus graduated with a bachelor’s degree in Accounting from Grove City College. Mr. Lazarus is a guest lecturer at various business schools throughout the United States. He also has been a member of our ESG Committee since August 09, 2021.

José Mario Caprioli dos Santos is a member of our board of directors, having been our Vice President of Institutional Relations from February 18, 2014 to March 9, 2020, and Chief Operating Officer from August 15, 2012 to February 18, 2014. Mr. Caprioli was the founder of TRIP, where he served as the Chief Executive Officer from 1998 to 2013. Mr. Caprioli holds a bachelor’s degree in business administration from Pontifícia Universidade Católica – Campinas. He also attended a specialization course on public transportation at Universidade de Campinas and a capital markets program at Columbia University. He currently also serves as an independent member of the board of directors of four more companies.

Decio Luiz Chieppe has been an independent member of our board of directors since August 15, 2012. He is also Vice President at Grupo Águia Branca for Innovation and Finance and a member of the board of directors of Vix Logística S.A.. During his career, Mr. Chieppe has held leadership positions at all Grupo Águia Branca companies, including his current position, from 1993, and as the Chief Executive Officer of certain Grupo Águia Branca’s 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 degree in finance from IBMEC. He also completed an executive skills, tools and competencies program (STC), at the J.L. Kellogg Graduate School of Management and the PGA (Programa de Gestão Avançada – Advanced Management Program) at INSEAD – The Business School For the World.

Renan Chieppe has been an independent member of our board of directors since August 15, 2012. He serves as Vice-President of Grupo Águia Branca – Passenger Division, having held the position of Chief Executive Officer of Grupo Águia Branca until December 2022, for a term of 4 years. Mr. Chieppe is a member of the board of directors of VIX Logística S.A., and in addition to serving as President of the Federation of Transport Companies of the state of Espírito Santo (Federação das Empresas de Transportes do Espírito Santo) – Fetransportes, he also was the President of ABRATI (Brazilian Association of Land Passenger Transport Companies). Mr. Chieppe holds a degree in Business Administration from Faculdades Integradas Espírito-Santenses, with a specialization in Advanced Management from Fundação Dom Cabral. He also has been a member of our ESG Committee since August 09, 2021.

Gilberto de Almeida Peralta has been an independent member of our board of directors since August 24, 2018. With more than 40 years of experience in the aviation sector, Mr. Peralta has held led positions at General Electric-GE global conglomerate, including the positions of Chief Executive Officer of GE Brasil, General Manager of GE Capital Aviation Services in Latin America and Caribbean, having also held the position of Vice President at GE Aviation in France, where he led the Airbus aircraft area. Mr. Peralta holds a bachelor’s degree in Civil and Mechanical Engineering from the Universidade Católica de Petrópolis, and currently also serves as Chairman of Helibras – Helicópteros do Brasil S.A., an Airbus Group subsidiary, as well as an independent director of Ascensus Group. He also has been a member of our Audit Committee since October 30, 2018.

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Patrick Wayne Quayle has been an independent member of our board of directors since April 29, 2021. Mr. Quayle has more than 15 years of experience across positions at United, American, and Continental Airlines. Mr. Quayle is currently Senior Vice President, Global Network Planning and Alliances at United Airlines, where he is responsible for the company’s nearly $50 billlion route portfolio, global alliance partnerships, and enterprise fleet strategy. He has led the launch of more than 80 new international routes and has been instrumental in the order of more than 600 new aircraft at United Airlines. Mr. Quayle received his Bachelor of Arts from Rice University, his MBA from the University of Bath, and was named to Crain’s Chicago Business 40 Under 40.

Peter Allan Otto Seligmann has been an independent member of our board of directors since April 29, 2021. He is the CEO and co-founder of Nia Tero, an entity which works alongside Indigenous peoples and local communities in securing their rights, cultures, and well-being through agreements that secure the vitality of their oceans and lands. Mr. Seligmann is also the Chairman and former CEO, of Conservation International (CI), a global nonprofit organization he co-founded in 1987. Under Mr. Seligmann’s leadership, CI emerged as one of the most impactful conservation organizations in the world. CI, working in over 40 nations, has become a cutting-edge leader in valuing and sustainably caring for nature for the well-being of people. For nearly 40 years, Mr. Seligmann has been an influential and inspiring voice in conservation. He works in partnership with governments, communities, and businesses to find innovative and pragmatic solutions to ensure the sustainability of our natural resources. Mr. Seligmann is a Director at First Eagle Holdings, Inc. He is a member of the Council on Foreign Relations, serves on the advisory board of BDT & Company, and also serves on the boards of the Mulago Foundation, Lafayette Square, Only One and Glassybaby. He was also named to the Enterprise for the America’s Board by President Clinton in 2000. He holds a Master of Science in Forestry and Environmental Science from Yale University and a Bachelor of Science in Wildlife Ecology from Rutgers University. Mr. Seligmann has Honorary Doctorates in Science from Michigan State University and Rutgers University. He also has been a member of our ESG Committee since August 09, 2021.

Renata Faber Rocha Ribeiro has been an independent member of our board of directors since December 29, 2022. She holds a degree in Business Administration from Fundação Getúlio Vargas – FGV, and worked at BTG Pactual Group since August 2020, where she holds the position of ESG Director for Exame magazine. Prior to that, Mrs. Ribeiro accumulated over 15 years of experience in Equity Research at Itaú BBA, in the transportation, logistics and capital goods sectors, being recognized by Institutional Investor magazine's ranking as one of the best analysts in Latin America in these sectors, between 2005 and 2017. Mrs. Ribeiro also studied Leadership in Sustainability and Corporate Responsibility at London Business School, and has been active in several partnerships and projects aimed at advancing the sustainability agenda. She also has been an independent member of our Audit Committee since December 8, 2022.

Daniella Marques Consentino has been an independent member of the Company's Board of Directors since October 2023. Mrs. Marques has more than 17 years of experience in the financial market and in asset management area, is a Partner at Gaya Advisors, and also serves as an independent member of the Strategy and Sustainability Committee of Cosan S.A., in addition to offering support in the development and implementation of projects to accelerate the green agenda and its interfaces in the tax and carbon areas. Mrs. Marques is also a member of the Strategic Board of Legend Capital and Astra Payments, and chairs the Board of the Instituto Tikva, a United Nations affiliate for sheltering vulnerable women, as well as acting as a mentor and speaker on topics focused on inclusion and financial promotion of women. Mrs. Marques held the position of President of Caixa Econômica Federal, the largest bank in terms of assets in Brazil – exceeding 1 trillion Reais, with around 90 thousand employees. She worked directly in structuring and conducting female entrepreneurship and financial guidance programs for women through the “Caixa pra Elas” and “Brasil pra Elas” programs, reaching more than 30 million women. Mrs. Marques was also a founding partner and COO of Crescera Capital, and headed the Special Advisory for Strategic Affairs of the Brazilian Ministry of Economy, working on highly relevant projects, such as the Brazilian Pension Reform, the Sanitation framework and coping measures of COVID-19. She was the Special Secretary for Productivity and Competitiveness, leading the resumption of the Crédito Brasil Empreendedor program, the reduction of the Brazilian tax “IPI” and the Investment Monitor. She was President of the Board of Directors of Elo Serviços S.A. – Elo Cartões and the Brazilian Agency for Industrial Development – ABDI, as well as a member of the Board of Directors of CNP Seguros Holding Brasil S.A., among other leadership positions. Mrs. Marques has a degree in Business Administration from the Pontifical Catholic University of Rio de Janeiro – PUC/RJ, and an MBA in Finance from IBMEC.

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. 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.

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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; (iii) one institutional relations officer; and (iv) up to four 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 the B3, each executive officer must, prior to taking office, sign an instrument of consent (Termo de Anuência dos Administradores).

Our investor relations department is located at the Company’s headquarters. Alexandre Wagner Malfitani, who is also our Chief Financial Officer, was elected our Investors Relations Officer at the board of directors meeting held on July 24, 2017. 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.

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
John Peter Rodgerson	Chief Executive Officer	January 12, 2023	January 12, 2025	June 11, 1976
Alexandre Wagner Malfitani	Chief Financial Officer and Investor Relations Officer	January 12, 2023	January 12, 2025	August 21, 1972
Abhi Manoj Shah	Chief Revenue Officer	January 12, 2023	January 12, 2025	September 27, 1978
Antônio Flávio Torres Martins Costa	Chief Technical Officer	January 12, 2023	January 12, 2025	August 28, 1951

The following discussion contains summary biographical information relating to each of the members of our board of executive officers:

John Peter Rodgerson has been our Chief Executive Officer since July 24, 2017. Prior to this position, Mr. Rodgerson was our Chief Financial and Investor Relations Officer, responsible for the Financial Planning and Analysis, Treasury and Accounting areas of the Company. Mr. Rodgerson worked with David Neeleman on the original business plan for the incorporation of the Company, being one of its founding members. He also was the Chief Executive Officer of the Company’s operating subsidiary, ALAB, between August 2019 and October 2022. Mr. Rodgerson also served as Planning and Financial Analysis Officer at JetBlue Airways from 2003 to 2008. He previously worked for IBM Global Services from 2001 to 2003. He holds bachelor’s degree in Finance from Brigham Young University has been our Chief Executive Officer since July 24, 2017.

Alexandre Wagner Malfitani is our Chief Financial Officer and Investor Relations Officer since July of 2017. Previously, Mr. Malfitani was the head of our TudoAzul loyalty program and our Finance and Treasurer Officer. Mr. Malfitani joined the Company in 2008 as one of the airline’s founding members. Before joining the Company, Mr. Malfitani worked at United Airlines in Chicago, United States of America, in several leadership positions, including general treasury officer. Before that, he worked for five years in the finance industry, including as fund manager at Deutsche Bank, as well as a trader at Credit Agricole Indosuez Wealth Management. Mr. Malfitani has an MBA with honors from the Kellogg School of Management and a bachelor’s degree in engineering from Universidade de São Paulo. He is also a Chartered Financial Analyst – CFA®.

Abhi Manoj Shah has been our Chief Revenue Officer since September 5, 2014, and one of the founding members of the Company. Before joining our team, he worked at JetBlue Airlines from 2004 to 2008, as well as at Boeing from 2000 to 2004. Mr. Shah was elected on October 5, 2022 as President of our operating subsidiary, ALAB, in addition to serving as President of the subsidiary Azul Viagens since July 2017. 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.

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Antonio Flávio Torres Martins Costa is the Chief Technical Officer of the Company since March 2020. Mr. Costa joined the Company in 2008 as part of the founding team, being responsible for the flight initial certification process of our operating subsidiary ALAB at ANAC. After that, he held the position of Logistics Officer at the Company, responsible for structuring and consolidating the areas of airport infrastructure and non-aeronautical procurement, in addition to developing Azul Cargo’s business. Since May 2012, he has served as Chief Technical Officer of Chief Technical Officer of our operating subsidiary ALAB and since May 2020 he has been Chief Executive Officer of Azul Conecta Ltda., a subsidiary dedicated to sub-regional aviation. With nearly half a century of experience in the airline industry, Mr. Costa served as Chief Operating Officer at Pluna S.A., Varig and Ocean Air. He holds a Telecommunication Engineering degree from Nuno Lisbon University, with MBA in Business Logistics and in Business and Information Technology from Fundação Getúlio Vargas – FGV. Currently, Mr. Costa is also a master’s student in Supply and Logistics from Pontifícia Universidade Católica do Rio de Janeiro (PUC-RJ).

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. The Company have not elected any fiscal council members as of December 31, 2022, but a non-permanent fiscal council 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 each quarter, and reporting its findings to our shareholders. If installed, fiscal council members would be entitled to annual compensation in the form of a fixed salary.

The fiscal council, if installed, will be composed of three 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 Resolution n. 70, 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, each group of preferred shareholders (irrespective the percentage of shares held) and minority shareholders representing a minimum of 10% of or outstanding common shares is entitled to elect one fiscal council member and the corresponding alternate by a separate vote. In this case, our controlling shareholders may elect the same number of council members as the minority shareholders (common and preferred), 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 each fiscal council member to receive as compensation an amount equal to at least 10% of the average individual 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 the B3.

Regarding the fiscal council matter, in the Annual and Extraordinary General Shareholders’ Meetings, held on April 28, 2023, the Chair recorded the request for the installation of our fiscal council which was made by shareholders holding shares representing more than 1% (one percent) of our preferred shares, pursuant to CVM Resolution No. 70, of March 22, 2022. Thus, our fiscal council was installed. Following the installation above mentioned, the members of our fiscal council were elected.

The table below indicates the name, title, date of birth, date of election and mandate term of each of the members of our fiscal council as of the date of this annual report:

Name	Title	Election Date	Mandate Term	Date of Birth
Mariana Cambiaghi Lourenço	Effective Member of the Fiscal Council	April 28, 2023	April 28, 2025	August 08, 1980
Rene Santiago dos Santos	Effective Member of the Fiscal Council	April 28, 2023	April 28, 2025	July 24, 1970

The following discussion contains summary biographical information relating to each of the members of our fiscal council:

Mariana Cambiaghi Lourenço has been an effective member of the Fiscal Council of the Company since April 2023. Mrs. Lourenço served as the Company's Controllership Officer between 2016 and 2020, as well as held, between July 2021 and May 2022, the position of effective member specializing in accounting of the Non-Statutory Audit Committee of Armac Locação, Logística e Serviços S.A.. Mrs. Lourenço was Controller at JHSF, between August 2015 and March 2016, and held the position of Chief Financial Officer (CFO) at Zenvia Mobile Serviços Digitais S.A. between August 2021 and September 2022. Mrs. Lourenço graduated in Business Administration from Fundação Armando Alvares Penteado – FAAP and in Accounting from Universidade Paulista. In addition, she has a specialization in Business Management from Fundação Dom Cabral.

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Rene Santiago dos Santos has been an effective member of the Fiscal Council of the Company since April 2023. Mr. Santos has almost 30 years of experience in large companies, with leadership positions in the areas of finance and controllership, especially in the air transportation, retail and audit. He served as the Company's Chief Financial and Controlling Officer for more than 11 years, as well as holding the positions of Chief Financial and Administrative Officer and Investor Relations Officer at Marisa Lojas S.A., between August 2022 and February 2023. Mr. Santos also served as an Executive Financial Director at AMIL – United Health Group Brasil, and at Arcos Dourados Brasil, in addition to having held other positions in the financial area at TAM Linhas Aéreas, Grupo Pão de Açúcar and C&A Modas. He began his career in the audit industry, having worked at PwC Auditores Independentes Ltda. Mr. Santos has a degree in Accounting Sciences, and also has a specialization in Controllership from Fundação Getúlio Vargas – FGV.

Recent Developments

Resignation of Effective Member of our Fiscal Council

On May 3, 2024, Gabriela Soares Pedercini provided notice of her intent to resign as member of our fiscal council effective May 3, 2024. As of the date of this annual report, no new member of our fiscal council was elected to replace Gabriela Soares Pedercini.

B.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 and consist of 13,33 payments per year. Such amounts are subject to annual adjustment. The variable component consists of bonus, stock and restricted share 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. The main performance indicators considered for purposes of variable compensation are operating margin, customer satisfaction, crewmember satisfaction, ESG and on-time performance. 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. On the other hand, our long-term variable compensation involves the grant of stock and restricted share options. In addition, our officers receive benefits in line with market practices, which include medical, dental and life insurance, meal vouchers and passenger tickets on our flights.

Only the independent members of our board of directors, according to the regulations of the Level 2 segment of B3, 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, ALAB 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 expense incurred to our directors, executive officers and officers in the years ended December 31, 2023, 2022 and 2021 was R$ 83 million, R$ 41 million and R$ 43 million, respectively, including stock options.

Despite the increase in the value of our shares, in the year ended December 31, 2023, from R$11.01 to R$16.01 per share and the partial cancellation of grants, there was a decrease in the estimated remuneration of Phantom Shares and, consequently, a reversal of the expense accounted for in previous periods in the approximate amount of R$ 904 million.

Stock-Based Incentive Plans

We have stock option and restricted share 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 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, restricted share and virtual stock option plans are selected by our compensation committee.

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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 vested in 48 equal monthly installments. The vested, options under this program became exercisable upon the pricing of our initial public 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$3.42 per preferred share. On December 11, 2009, our compensation committee authorized the issuance of 5,718,400 preferred options (after giving effect to the two-for-one stock split on February 23, 2017) for our officers, executives and key employees, however, only 5,032,800 preferred options (after giving effect to the two-for-one stock split on February 23, 2017) were granted under this first program

•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 vested in 48 equal monthly installments and authorized the issuance of 1,648,000 preferred options (after giving effect to the two-for-one stock split on February 23, 2017). The vested options under this program became exercisable upon the pricing of our initial public 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$6.44 per preferred share, which was calculated based on a valuation of our shareholders’ equity at the time. Due to the granting of additional options under this program, the Special Shareholder’s Meeting held on April 27, 2011 approved an amendment to our charter authorizing a capital increase and a limit of 7,366,400 preferred shares (after giving effect to the two-for-one stock split on February 23, 2017); however, only 1,572,000 preferred options (after giving effect to the two-for-one stock split on February 23, 2017) were granted under this second program.

•The third program was established on April 5, 2011, authorizing the issuance of 685,600 preferred options (after giving effect to the two-for-one stock split on February 23, 2017), which were remaining from the first program. The options granted to each beneficiary under this third program vested in 48 equal monthly installments. The vested options under this program became exercisable upon the pricing of our initial public offering. The strike price under this program (after giving effect to the two-for-one stock split on February 23, 2017) is R$6.44 per preferred share, which was calculated based on a valuation of our shareholders’ equity at the time. Only 656,000 preferred options (after giving effect to the two-for-one stock split on February 23, 2017) were granted under this third program

As of December 31, 2023, we have 271,070 outstanding shares under this first stock option plan.

On June 30, 2014, we established our second stock option plan. The options granted to each beneficiary under the second stock option plan vest in four equal annual installments. The vested options under this plan became exercisable upon the pricing of our initial public offering. The strike price under this second stock option plan shall reflect the lowest stock price of our preferred shares traded in the stock market during the 30 trading sessions prior to the options grant approved by the board of directors.

There were six programs approved under the second stock option plan:

•On June 30, 2014, our compensation committee approved the first share-based program, authorizing 2,169,122 options (after giving effect to the two-for-one stock split on February 23, 2017). The strike price under this program is R$19.15 per preferred share.

•On July 1, 2015, our compensation committee approved the second share-based program, authorizing 627,810 options (after giving effect to the two-for-one stock split on February 23, 2017). The strike price under this program is R$14.51 per preferred share.

•On July 1, 2016, our compensation committee approved the third share-based program, authorizing 820,250 options (after giving effect to the two-for-one stock split on February 23, 2017). The strike price under this program is R$14.50 per preferred share.

•On July 6, 2017, our compensation committee approved the fourth share-based program, authorizing 680,467 options. The strike price under this program is R$22.57.

•On August 8, 2022, our compensation committee approved the fifth share-based program, authorizing 1,774,418 options. The strike price under this program is R$11.07.

•On August 8, 2022, our compensation committee approved the sixth share-based program, authorizing 1,514,999 options. The strike price under this program is R$11.07.

As of December 31, 2023, we have 4,739,894 outstanding shares under this second stock option plan.

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On October 3, 2017, our shareholders, upon our compensation committee’s and board of directors’ recommendation, approved the following amendments to the second stock option plan: (i) revise the definition of “Compensation Committee” to reflect activities related to the organization, management and construction of the Company’s share incentive plans; (ii) omit references and definitions related to our initial public offering as they are no longer applicable; (iii) reflect the power of our board of directors to approve and amend the Company’s share incentive plans, as well as to awards thereunder; (iv) omit the compensation committee’s obligations with respect to the delivery and execution of restricted share agreements; (v) for purposes of reflecting the stock split that occurred on February 23, 2017, increase the total number of stock options that may be granted under the second stock option plan from 3,738,364 to 7,476,728 shares; (vi) change the exercise price of each share corresponding to the options granted under the second stock option plan so that it equals the lowest stock price traded in the stock market during the 30 trading sessions prior to the options grant approved by our board of directors; and (vii) change the maximum option exercise period to 10 years from the beginning of the applicable vesting period.

On March 10, 2017, we established our third stock option plan, authorizing the issuance of options resulting in up to 11,679,389 preferred shares. The beneficiaries of our third stock option plan are certain of our statutory officers, including our Chairman and controlling shareholder David Neeleman. Our board of directors may approve various programs under our third stock option plan and determine the strike price under each program. Our board of directors may also determine if the settlement of the exercise of options should be covered by an increase in our capital stock to issue new shares to be subscribed for by our eligible statutory officers or by treasury.

•On March 14, 2017, our board of directors approved the first share-based program authorizing options which when exercised will represent 9,343,510 preferred shares. The strike price for the first program is R$11.85 per preferred share.

Under each program, our board of directors will determine the granting of options under our third stock option plan for each of our eligible statutory officers based on the achievement of certain milestones to be established by our board of directors with the guidance of our Compensation Committee. In the case of David Neeleman, the granting of options is conditioned on him maintaining a position as an officer or on our board of directors. The options granted to each beneficiary under the third stock option plan vest in five equal annual installments. Once vested, options under this program may be exercised during the 15 day period following the relevant annual vesting date.

As of December 31, 2022 one program was approved under the third stock option plan. Such program was approved on March 14, 2017, by board of directors, which approved the first share based program authorizing options which when exercised will represent 9,343,510 preferred shares. The strike price for the first program is R$11.85 per preferred share. Under this program, our board of directors will determine the granting of options under our third stock option plan for each of our eligible statutory officers based on the achievement of certain milestones to be established by our board of directors with the guidance of our Compensation Committee. In the case of David Neeleman, the granting of options is conditioned on him maintaining a position as an officer or on our board of directors. The options granted to each beneficiary under the third stock option plan vest in five equal annual installments. Once vested, options under this program may be exercised during the 15 day period following the relevant annual vesting date.

On August 19, 2022, we established our fourth stock option plan. The beneficiaries of our fourth stock option plan are certain of our statutory officers, including our Chairman and controlling shareholder David Neeleman. Our board of directors may approve various programs under our fourth stock option plan and determine the strike price under each program. Our board of directors may also determine if the settlement of the exercise of options should be covered by an increase in our capital stock to issue new shares to be subscribed for by our eligible statutory officers or by treasury shares.

There were two programs approved under the fourth stock option plan:

•On August 19, 2022, our board of directors approved, subject to the effective approval of the fourth stock option plan, the first program, authorizing the granting of options representing up to 8,900,000 preferred shares. The strike price under this first program is R$11.07 per preferred share.

•On August 19, 2022, our board of directors approved, subject to the effective approval of the fourth stock option plan, the second program, authorizing the granting of options representing up to 4,900,000 preferred shares. The strike price under this second program is R$11.07 per preferred share.

As of December 31, 2023, we have 13,724,333 outstanding shares under this fourth stock option plan.

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On July 07, 2023, we established our fifth stock option plan. The options granted to each beneficiary under the fifth stock option plan vest in four equal annual installments. The vested options under this plan became exercisable upon the pricing of our initial public offering. The strike price under this fifth stock option plan shall reflect the lowest stock price of our preferred shares traded in the stock market during the 30 trading sessions prior to the options grant approved by the Board of Directors.

•On July 07, 2023, our compensation committee approved the first share-based program, authorizing 1,800,000 options. The strike price under this program is R$15.60 per preferred share.

As of December 31, 2023, we have 1,783,387 outstanding shares under this fifth stock option plan.

The table below shows, as of December 31, 2023, the total number of stock options 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:

Stock Option Plan	Total Number/<br>Amount of Stock<br>Options Granted	Number of Stock<br>Options<br>Outstanding
First Stock Option Plan
First Program	5,032,800	180,870
Second Program	1,572,000	84,000
Third Program	656,000	6,200
Second Stock Option Plan
First Program	2,169,122	708,993
Second Program	627,810	177,592
Third Program	820,250	280,124
Fourth Program	680,467	442,796
Fifith Program	1,774,418	1,731,390
Sixth Program	1,509,499	1,398,999
Third Stock Option Plan
First Program	9,343,510	—
Fourth Stock Option Plan
First Program	8,900,000	8,900,000
Second Program	4,900,000	4,824,333

Restricted Share Units (RSU)

On June 30, 2014, we also established our restricted share units, or RSUs, plan. Under the restricted share units plan, the participants were granted a fixed monetary amount which would be converted into a quantity of restricted preferred shares equal to the monetary value in the event of an IPO. The restricted share granted to each beneficiary under the plan vests in four equal annual installments. As of the pricing of our initial public offering, the beneficiaries became vested in the restricted shares. Prior to our initial public offering, at the end of each year of the vesting period, we paid the beneficiaries in cash the portion corresponding to the value of the restricted shares already vested, at fair value and without any additions. In 2021, 2022 and 2023 495,093; 479,098 and 609,313 restricted shares were transferred to the beneficiaries of the plan, respectively.

On October 3, 2017, our shareholders, following our compensation committee’s and board of directors’ recommendation, approved the following amendments to the RSUs plan: (i) revise the definition of “Compensation Committee” to reflect its activities related to the organization, management and construction of any the Company’s share incentive plans; (ii) omit references and definitions related to our initial public offering as they are no longer applicable; (iii) reflect the power of our board of directors to approve and amend our restricted share units plans, as well as to grant awards thereunder; (iv) omit the compensation committee’s obligations related to delivery and execution of restrict stock agreements; and (v) for purposes of reflecting the stock split that occurred on February 23, 2017, increase the total number of restricted shares that may be granted under the RSUs plan from 934,591 to 1,869,182. In addition, our board of directors proposed to amend the RSUs plan to include the Company’s option to, at the end of each vesting period of a restricted share award, at its sole discretion: (a) settle the obligations related to the restricted share award in cash, or (b) deliver to the award beneficiary the restricted shares held in treasury, through a private transaction.

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On April 26, 2019, our shareholders, following our compensation committee’s and board of directors’ recommendation, approved an amendment to the RSUs plan with the purpose to set the maximum amount of RSU that may be subject to annual concession under the RSU Plan as 0.10% of the total preferred shares issued by the Company.

Our second restricted share units plan was approved at the Extraordinary General Meeting held on June 19, 2020. According to its provisions, the Beneficiaries are qualified to receive the restricted share units that are the object of the plan. In addition, this plan should contemplate the annual granting of up to 0.50% of the preferred shares issued by the Company in 2020, and 0.20% in the following years.

The first program of the second restricted share units plan establishes that 1,382,582 shares will be allocated to the first program.

The second program of the second restricted share units plan establishes that 300,000 shares will be allocated to the second program.

The third program of the second restricted share units plan establishes that 671,186 shares will be allocated to the third program.

The Fourth program of the second restricted share units plan establishes that 500,000 shares will be allocated to the Fourth Program.

The table below shows, as of December 31, 2023, the total number of RSUs and the number of RSUs that have been granted and outstanding:

RSU Plan	Total RSUs<br>Granted	Total RSUs<br>Outstanding	Fair Value as<br>of Grant Date<br>(in reais)
First RSU Plan
First Program	487,670	—	R$21.00
Second Program	294,286	—	R$21.00
Third Program	367,184	—	R$21.00
Fourth Program	285,064	—	R$24.17
Fifth Program	291,609	—	R$24.43
Sixth Program	170,000	—	R$51.65
Seventh Program	335,593	230,693	R$11.72
Second RSU Plan
First Program	1,382,582	255,126	R$21.80
Second Program	300,000	118,661	R$42.67
Third Program	671	444,761	R$11.72
Fourth Program	500,000	495	R$1,932

Virtual Stock Option Plan

On August 7, 2018 and on April 30, 2020, our board of directors approved the Virtual Stock Option Plan, or the Phantom Shares and the Second Virtual Stock Option Plan, or the Second Phantom Shares Plan, respectively. These plans consist of a remuneration in cash, as there is no effective trading of the shares. There will be no issuance and/or delivery of shares for settlement of the plan. A liability to us is recorded monthly, based on the fair value of the Phantom Shares granted and the vesting period of such Phantom Shares, with an offsetting entry in the statement of income (loss). The fair value of this liability is reviewed and updated for each reporting period, in accordance with the change in the fair value of the benefit granted.

The options issued under each program of the Phantom Shares require a vesting period between 3 and 4 years. The options have an 8-year life and the exercise price shall be equal to the lowest stock price traded in the stock market during the 30 trading sessions prior to the options grant approval by our Compensation Committee. Expected volatility has been calculated based on historical volatility of airline shares listed on stock exchanges in Brazil and Latin America.

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Regarding the share-based compensation plan, Phantom Shares, on December 31, 2021, a reversal of expense was recognized in the income statement in the amount of R$ 4,630, due to the devaluation of the value of the share during the year (expense of R$28,842 for the year ended December 31, 2020).

The Board of Director´s Meetings held on August 8 and 19 , approved the cancellation of up to 5,022,850 virtual stock options under the Company´s Second Virtual Stock Option Plans.

Virtual Stock Option Plan	Total Options<br>Granted	Total Options<br>Outstanding
First Virtual Stock Option Plan
First Program	707,400	53,520
Second Program	405,000	0
Second Virtual Stock Option Plan
First Program	3,250,000	153,160
Second Program	1,600,000	38,820
Third Program	580,000	1,430

Directors’ and Officers’ Insurance

Our directors and officers have been covered by liability insurance since our inception. Our current directors’ and officers’ insurance policies, which we signed on March 17, 2024, are provided by Zurich Minas Brasil Seguros S.A. and Akad Seguros S.A., are renewable each year and are due for renewal on March 17, 2025. The insurance premium is US$ 1,088,303.92 and US$ 398,976.98, respectively. This policies 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. See “Item 7.B. Related Party Transactions—Arrangements with Directors and Officers.”

C.Board Practices

Our bylaws determine that our board of directors shall be composed of 5 to 14 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, Shareholders’ Agreement, and the regulations of the Level 2 segment of the B3. 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. For more information on board practices, see “Item 6.A. Directors, Senior Management and Employees—Directors and Senior Management—Board of Directors.”

Audit Committee

Our audit committee is composed of three members who are elected by our board of directors and the majority of which must be independent members. According to our bylaws, at least two members of our audit committee shall be independent members of our board of directors. The members shall be appointed for a two-year term of office, being permitted reelection, with a limit of ten consecutive years in office. Upon reaching the ten consecutive year limit, members will become eligible to serve on this committee again after three years from the end of his or her 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) evaluating and monitoring related party transactions; and (iv) evaluating our internal controls, among other things. The members of our audit committee are Renata Faber Rocha Ribeiro, Gilberto Peralta and Sérgio Eraldo de Salles Pinto (coordinator), all of whom are independent members of the audit committee under applicable SEC and NYSE rules. As of December 31, 2023 all members of our audit committee have either satisfied the independence requirements of the SEC and NYSE applicable to audit committees of foreign private issuers or qualified for an exemption under the applicable rules. At least one member of the audit committee is 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.

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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, according to the regulations of the Level 2 segment of the B3. 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, restricted share and virtual stock option plans to the board of executive officers. The current members of our compensation committee are David Gary Neeleman, Sérgio Eraldo de 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.

Environmental, Social & Governance Committee

Our environmental, social and governance committee (or “ESG Committee”) was created on December 23, 2013 and is currently composed of four members who are elected by our board of directors. At least two members of the ESG Committee shall be independent members of the board of directors, according to the regulations of the Level 2 segment of the B3. The currently members of our ESG Committee are: Michael Paul Lazarus (coordinator), Renan Chieppe, Carolyn Luther Trabuco, and Peter Allan Otto Seligmann, elected at the meeting of our board of directors held on August 9, 2021, to be ratified by the next General Shareholder’s Meeting. On August 9, 2021, our board of directors approved the conversion of the corporate governance committee into ESG Committee, also updating and approving its Internal Regulations. Our ESG Committee’s principal responsibilities include: (i) develop and carry out the continuous evaluation of the ESG plan and strategy instituted by the Company, verifying the consolidation of the orchestrated action plans, as well as other proposals and initiatives involving the topic in question, preparing the organizational model in reference in line with internal procedures to be taken and the organizational structures required to implement the ESG Plan; (ii) review and support the Board of Executive Officers in the preparation of updates, amendments and innovations to the Code of Ethic and Conduct of the Company; (iii) recommend the adoption, adhesion, entry, maintenance or continuity of the Company in "Protocols", "Principles", "Agreements", "Pacts", "Initiatives" and "Treaties" national or international, directly or indirectly related to ESG; (iv) participate in the preparation and updating of reports that demonstrate the Company's ESG performance to interested parties (stakeholders); (v) provide support in maintaining the Related-Party Transactions Policy of the Company, in order to express its opinion about potential conflicts of interest among members of the board of directors and the Company; and (vi) express an opinion about: (a) the sale or transfer of the Company’s fixed assets in amounts greater than three percent (3%) of the net earnings recorded in the Company’s consolidated financial statements of the last fiscal year, whenever such transactions are outside the ordinary course of business of a company operating in the same industry wherein the Company operates; (b) any transaction with related parties, in accordance with the provisions of the Related Parties Transactions Policy of the Company; and (c) contracting any financial obligation not provided for in the annual plan or budget of the Company or its subsidiaries, which amount, in Reais, is greater than US$200 million, converted by the PTAX rate published by the Central Bank on its webpage on the day of the transaction.

D.Employees

Overview

We believe that the quality of our employees, whom we refer to as crewmembers, promotes 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 selecting, training and maintaining a highly productive workforce of considerate, passionate and friendly people who serve our customers and provide them with what we believe is 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 through town hall meetings and question and answer sessions and soliciting feedback for ways to improve cooperation 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 to be an additional source of corporate communication and assistance. Our executives also interact directly with our customers when traveling to obtain feedback and suggestions about the Azul experience.

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We aspire to be the best customer service company in Brazil, and as a result, we believe 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 are focused on increasing the efficiency and productivity of our crewmembers.

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 four flight simulators and have an extensive training program at UniAzul, our training facility adjacent to Viracopos airport (see “Item 4.B. Business Overview—Airports and Other Facilities and Properties—Other Facilities and Properties” and “Item 4.B. Business Overview—Safety and Quality”).

A national union represents all airline employees in Brazil. However, we do not have a direct collective bargaining agreement with any labor unions. Binding negotiations in respect of cost of living 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 federal legislation and are not the subject of labor negotiations. In addition, we have no seniority pay escalation. Since our FTEs per aircraft is lower than that of our main competitor, any wage increases have a lower impact on us, thus making labor costs less significant to our operations. As a result, we believe our results of operations are less affected by labor costs than those of our main competitor.

Our compensation strategy is competitive and meant to retain talented and motivated crewmembers and align the interests of our crewmembers with our own. Salaries 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 and benefit 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.

To motivate our crewmembers and align their interests with our results of operations, we provide a leadership incentive plan 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 or five-year period. See “Item 6.B. Directors, Senior Management and Employees—Management Compensation— Stock-Based Incentive Plans.”

As of December 31, 2023, we had 16,017 total employees, an increase of 12.4% compared to December 31, 2022.

E.Share Ownership

As of December 31, 2023, David Gary Neeleman, the chairman of our board of directors and our controlling shareholder, holds directly and indirectly 622,406,638 of our common shares, representing 67% of the common shares of our capital stock, José Mario Caprioli dos Santos, our director, indirectly holds167,455,107 of our common shares, representing 18% of our capital stock. Decio Luiz Chieppe and Renan Chieppe, our directors, indirectly hold 139,103,314 of our common shares, representing 15% of our capital stock.

For a description of our stock option plans granted to our directors and executive officers, see “Item 6.B. Directors, Senior Management and Employees—Management Compensation—Stock-Based Incentive Plans.”

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F.Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation

In October 2022, the SEC adopted new rules, which added Section 10D of the Securities Exchange Act of 1934, as amended, requiring national securities exchanges and associations, such as the NYSE, to request listed companies to adopt a written compensation recovery (clawback) policy providing for the recovery, in the event of a required accounting restatement, of incentive-based compensation received by current and former executive officers in connection with a financial restatement, regardless of fault or misconduct, on or after October 2, 2023. The amendment to NYSE’s listing rules became effective on October 2, 2023, and issuers listed on the NYSE were required to adopt SEC-compliant clawback policies by December 1, 2023.

We are currently listed on the NYSE and, therefore, are subject to this requirement. On November 30, 2023, our board of directors approved and adopted our compensation recovery policy, a copy of which is attached as Exhibit 97 to this annual report. We have not been required to prepare an accounting restatement at any time during or after our last completed fiscal year and no recovery of awarded compensation is required pursuant to our compensation recovery policy.

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ITEM 7.    MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.Major 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, (ii) all of our executive officers and directors as a group, (iii) certain other significant shareholders and (iv) all of our other minority shareholders. For a discussion of the differences in voting and other rights between our common and preferred shares, see “Item 10.B. Additional Information—Memorandum and Articles of Association—Rights of Our Common and Preferred Shares.”

As of the December 31, 2023, 67.00% of our outstanding common stock was held by one record holder in the United States and approximately 68.96% of our outstanding preferred shares were traded in Brazil and 31.04% of our outstanding preferred shares were held as ADRs.

The following table shows the beneficial ownership of our capital stock following as of December 31, 2023.

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)	622,406,638	67.00	%	7,329,683	2.18	%	49.79	%	4.49	%
Chieppe family(2)	139,103,314	14.97	%	5,919,236	1.76	%	11.47	%	2.23	%
Caprioli family(3)	167,455,107	18.03	%	7,561,805	2.25	%	13.84	%	2.81	%
Bozano Group(4)	—	—	%	20,135,071	6.00	%	1.59	%	5.78	%
Calfinco(5)	—	—	%	26,995,316	8.04	%	2.13	%	7.75	%
BlackRock Inc	—	—	%	16,839,771	5.02	%	1.33	%	4.84	%
Others	—	—	%	233,234,234	69.47	%	18.44	%	66.99	%
Executive officers and directors(6)	—	—	%	1,358,699	0.40	%	0.11	%	0.39	%
Treasury	—	—	%	500,000	0.15	%	0.04	%	0.14	%
Total	928,965,058	100.00	%	335,750,796	100.00	%	100.00	%	100.00	%		(1)	Consists of shares beneficially owned by David Neeleman, founder and controlling shareholder of Azul. The record holders of these shares are David Neeleman and Saleb II Founder 1 LLC. David Neeleman is a U.S. resident and has a domicile in Brazil at Avenida Marcos Penteado de Ulhôa Rodrigues, n. 939, 8th floor, Edifício Jatobá, Condomínio Castelo Branco Office Park, Tamboré, Zip Code 06460-040, in the city of Barueri, State of São Paulo - Brazil. David Neeleman is our Chairman. The address for Saleb II Founder 1 LLC is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware, Zip Code 19801. David Neeleman’s economic interest is 49.77%. David Neeleman, entered into a personal loan in 2019, in the total amount of US$30 million, using part of his Azul preferred shares as collateral. The impact of the COVID-19 pandemic in the markets triggered a margin call on his loan, and given the speed of the developments and the fact that Mr. Neeleman had no liquidity and no other investments in the sector, including TAP and Breeze Airways, there was no time to access other sources of capital. Accordingly, Mr. Neeleman had to sell a portion of his preferred shares to satisfy the margin call on his loan. As a result, on April 14, 2020, the Company announced that David Neeleman’s non-voting position was reduced from 11,432,352 preferred shares, representing 3.47% of this class of shares, to 2,116,004 preferred shares during the month of March 2020 and in December 2020, David Neeleman increased his preferred shares position to 3,853,897 preferred shares and 622,406,638 common shares. Additionally, Mr. Neeleman reaffirmed that he did not actively sell any of his Azul shares.
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(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 Avenida Mário Gurgel, n. 5030, Setor Centro Administrativo Águia Branca, Sala 108, Vila Capixaba, Zip Code 29145-901, Cariacica, Espírito Santo, Brazil. The address for Trip Investimentos Ltda. is Rodovia BR 262, km 5, s/n, Vila Capixaba, Zip Code 29145-901, Cariacica, Espírito Santo, Brazil. The address for Rio Novo Locações Ltda. is Avenida Mário Gurgel, n. 5030, Setor Centro Administrativo Águia Branca, Sala 208, Vila Capixaba, Zip Code 29145-901, Cariacica, Espírito Santo, Brazil. Renan Chieppe and Decio Luiz Chieppe are residents of Brazil and their business address is at Avenida Marcos Penteado de Ulhôa Rodrigues, n. 939, 8th floor, Edifício Jatobá, Condomínio Castelo Branco Office Park, Tamboré, Zip Code 06460-040, in the city of Barueri, State of São Paulo - Brazil. Renan Chieppe and Decio Luiz Chieppe are independent members of our board of directors.
(3)	Consists of shares beneficially owned by José Mario 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 Avenida Mário Gurgel, n. 5030, Setor Centro Administrativo Águia Branca, Sala 108, Vila Capixaba, Zip Code 29145-901, Cariacica, Espírito Santo, Brazil. The address for Trip Investimentos Ltda. is Rodovia BR 262, km 5, s/n, Vila Capixaba, Zip Code 29145-901, Cariacica, Espírito Santo, Brazil. José Mario Caprioli dos Santos is a resident of Brazil and his business address is at Avenida Marcos Penteado de Ulhôa Rodrigues, n. 939, 8th floor, Edifício Jatobá, Condomínio Castelo Branco Office Park, Tamboré, Zip Code 06460-040, in the city of Barueri, State of São Paulo - Brazil. He is an independent 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. and Bozano Investments LLC. The address for Bozano Investments LLC. and Kadon Empreendimentos S.A. is Rua Visconde de Ouro Preto, 5, 11th floor (part), Botafogo, Zip Code 22250-180, Rio de Janeiro/RJ, Brazil. Julio Rafael de Aragão Bozano is a resident of Brazil and his address is Rua Visconde de Ouro Preto, 5, 11th floor (part), Botafogo, Zip Code 22250-180, Rio de Janeiro/RJ, Brazil.
(5)	Consists of shares owned beneficially and of record by Calfinco Caymans Ltd.
(6)	Consists of shares held by Carolyn Luther Trabuco, Michael Paul Lazarus, Sérgio Eraldo de Salles Pinto, Peter Eraldo de Salles Pinto and indirectly by John Peter Rodgerson, the sole member of Saleb II Founder 11 LLC., and, as such, holder of voting and dispositive power with respect to the shares held by Saleb II Founder 11 LLC. However, shares held by David Neeleman, Renan Chieppe, Decio Luiz Chieppe and José Mario 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.		Azul S.A.	129
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United Investment Agreement

On June 26, 2015, we entered into an investment agreement with United pursuant to which it, acting through a subsidiary, acquired 5,421,896 Class C preferred shares representing a 5%, non-voting economic interest in us. Such Class C preferred shares were converted on a one-to-one basis into Class A preferred shares on February 3, 2017, which were then simultaneously renamed “preferred shares” and subsequently subject to a two-for-one stock split on February 23, 2017, resulting in United holding 10,843,792 preferred shares through a subsidiary. Pursuant to this agreement, United has the right to elect one member of our board of directors, so long as it retains at least 50% of the shares it received on the date of its investment or as a result of conversion. United has designated a representative on our board effective as of January 28, 2016. See “Item 6.A. Directors and Senior Management—Board of Directors.” United is a party to our Shareholders’ Agreement, which provides for United’s right to elect one director, so long as they hold at least 50% of the preferred shares resulting from the conversion of Class C preferred shares that were held as of August 3, 2016. For more information, see “Item 6.A. Directors and Senior Management—Board of Directors.” On April 27, 2018, United closed a private preferred share transaction with Hainan to acquire 16,151,524 preferred shares of our company. This transaction increased United´s shareholding in us to 26,995,316 preferred shares, which represents 7.85% of our economic interest.

Registration Rights Agreement

On August 3, 2016, we entered into a fifth amended and restated registration rights agreement, or the Registration Rights Agreement, with our main shareholders that gave 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 the initial public 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 main shareholder of our Company.

Additionally, shareholders who own 35% of our preferred shares that are not registered under the Securities Act 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 main shareholder of our Company.

Dividends

According to the bylaws 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 Company after the deduction of legal reserve, contingency reserves, and the adjustment prescribed by Law 6404/1976 (Brazilian Corporate Law).

Interest on shareholders’ equity, 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. Interest on shareholders’ equity is treated as dividend payments for accounting purposes.

Dividends are subject to approval by the Annual Shareholders’ Meeting.

The Company has not distributed dividends for the years ended December 31, 2023, 2022 and 2021.

B.Related Party Transactions

We currently engage in various transactions with related parties. These transactions are based on terms that reflect the terms that would apply to transactions with third parties.

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Shareholders’ Agreement

General

On May 25, 2012, and as amended from time to time, our principal shareholder entered into an Investment Agreement with TRIP’s former shareholders, referred to herein as the Investment Agreement, which provides TRIP’s former shareholders with certain rights related to the control of our company. On June 26, 2015, the Investment Agreement was amended by the Fourth Amendment to the Investment Agreement to include Calfinco as a party, and on August 3, 2016, the Investment Agreement was amended by the Fifth Amendment to the Investment Agreement to include Hainan as a party. This agreement, as amended, provided that upon the effectiveness of an initial public offering, we and our current shareholders will be obligated in connection therewith to execute an agreed form of Shareholders’ Agreement that is attached to the Investment Agreement, referred to herein as the Shareholders’ Agreement. The Shareholders’ Agreement was executed on September 1, 2017 and will remain in effect until the earlier of: (i) twenty years as of the date of its execution; or (ii) with respect to TRIP’s former shareholders’ rights under the Shareholders’ Agreement, 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: (i) Mr. Neeleman and TRIP’s former shareholders together as the Principal Common Shareholders; and (ii) Calfinco and Hainan together as the Principal Preferred Shareholders. All common shares held by the Principal Common Shareholders at the date of the Shareholders’ Agreement, or which they may acquire in the future, and all preferred shares held by the Principal Preferred Shareholders at the date of the Shareholders’ Agreement, or which they may acquire in the 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 that, by amending the following provisions of our bylaws, may materially affect the rights of TRIP’s former shareholders:

•the quorum required for decisions of our board of directors;

•the powers of our board of directors; and

•the rules for calling, installing or reducing powers and other provisions regarding the meetings of our board of directors.

Furthermore, under the Shareholders’ Agreement, for as long as TRIP’s former shareholders collectively hold at least 5% of our common shares, changes to our bylaws that change the total number of directors of our board of directors, which must remain composed of 14 members, must necessarily be approved by a majority of TRIP’s former shareholders. However, 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.

In June 2018, we announced a secondary public offering pursuant to which Hainan sold 19,379,335 ADSs representing all of Hainan’s preferred shares held in our Company. The offering price was US$16.15 per ADS and no other shareholder of Azul sold its ADSs or preferred shares in the offering. As a result, Hainan is no longer bound to our Shareholders’ Agreement nor has the right to appoint any members of our board of directors. Consequently, the three members of our board of directors appointed by Hainan and elected in 2016 resigned to their positions in June 2018, following the closing of the offering.

In March 2021, we announced an amendment to the shareholders’ agreement where Hainan is no longer a shareholder of the Company, and therefore Hainan has no further rights and obligations under this Agreement and Calfinco US transferred all the rights to Calfinco Cayman.

Election of Board Members

As a general rule, pursuant to the Shareholders’ Agreement, 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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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 and subject to Calfinco’s right to appoint members of the board of directors, Mr. Neeleman may appoint the remaining members of the board of directors of the Company along with their alternates, and may dismiss or replace any of those members. In the event that the other holders of common shares or preferred shares exercise their right for multiple vote procedure in the election of members of the board of directors, in accordance with Brazilian corporate law, the number of directors elected by such shareholders shall be deducted from the number of directors that Mr. Neeleman has the right to appoint. Directors nominated by Mr. Neeleman shall qualify as Independent Directors, except if the minimum number of Independent Directors have already been reached pursuant to the nominations by the other shareholders.

Election of Board Members by TRIP’s Former Shareholders

The Shareholders’ Agreement provides that all the Principal Common Shareholders and the Principal Preferred Shareholders must vote in favor of electing directors as follows:

•So long as TRIP’s former shareholders collectively hold at least 20% 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 at least 10%, but less than 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 at least 5%, but less than 10% of our common shares, they may appoint one director, plus an alternate, and may dismiss or replace such director.

Election of Board Members by Calfinco

The Shareholders’ Agreement provides that all the Principal Common Shareholders and the Principal Preferred Shareholders must vote in favor of electing directors as follows:

•So long as Calfinco holds at least 50% of the preferred shares resulting from the conversion of Class C preferred shares that were held as of August 3, 2016, Calfinco may appoint one director, along with his or her alternate, and may dismiss or replace this director.

Transfers of Shares

The tag-along right and right of first offer described below do not apply to transfers of common shares to the Principal Preferred Shareholders or to affiliates of the Principal Common Shareholders.

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 in such a manner that, after such sale, the common shares held by Mr. Neeleman come to represent less than 50% plus one of our common shares, in each subsequent sale of 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.

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.

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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, with respect to TRIP’s former shareholders’ rights under the Shareholders’ Agreement, such time as TRIP’s former shareholders together hold less than 5% of our common shares.

Arrangements with Directors and Officers

We have entered into indemnity agreements with three of our 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 gross negligence, see “Item 6.B. Management Compensation—Directors’ and Officers’ Insurance.”

Service Agreements with Águia Branca Participações S.A.

On January 1, 2013, the Company entered into an agreement with Águia Branca Participações S.A., one of its main shareholders, for the sharing of information technology resources during an indefinite period, which was subsequently amended four times. These transactions were ratified and approved at the meeting of our board of directors, held on February 22, 2022, with the abstentions of two of the Directors, Decio Luiz Chieppe and Renan Chieppe. The amounts payable under these agreements are based on the services actually rendered. We paid R$52 thousand, R$52 thousand, and R$52 thousand in connection with these agreements in 2023, 2022, and 2021, respectively.

Air Tickets Sales Agreement with Caprioli Turismo Ltda.

On March 26, 2018, we entered into a Tickets Sales Agreement with Caprioli Turismo Ltda., a travel agency owned by the Caprioli family (which owns an indirect participation in us through the TRIP’s former shareholders), pursuant to which we granted Caprioli Turismo Ltda. a credit line of R$20,000.00 to purchase for resale tickets for the flights we operate. Such credit line is guaranteed by a promissory note, which does not bear interest, of the same amount payable to us.

Sublease of Aircraft to Breeze Airways

On March 2, 2020 our shareholders approved the execution of up to 28 sublease agreements with Breeze Airways, a U.S. start-up airline founded by our controlling shareholder. All E-Jets were expected to be phased out by the end of 2022 and will be subleased at least until the end of the original lease term. In December 2020, the first aircraft was delivered according to the sublease agreement signed with Breeze Airways and two more aircraft were delivered in the first quarter of 2021. As of December 31, 2023, the Company had subleased three aircraft to Breeze Airways and recorded a receivable balance of R$ 30.8 million.

Strategic Partnership with United

For a description of our strategic partnership with United, see “Item 4.B. Business Overview—Strategic Partnerships, Alliances and Commercial Agreements—United.” Commercial Cooperation Agreement with United

In connection with United’s investment, we also entered into a commercial cooperation agreement with United on June 26, 2015 which governs the expanded cooperation between both of our companies with respect to certain matters, including: (i) code-sharing, (ii) loyalty programs; (iii) special terms relating to passengers and cargo; (iv) marketing programs; (v) corporate accounts and sales contracts; (vi) employee interline pass travel; (vii) service levels at specific airports; and (viii) the negotiation of a commercial joint venture between us and United whereby we would share resources with United and split revenue related to specified matters relating to our and their route networks in order to optimize profitability for both us and United. To date, this joint venture has not yet been established, and we and United continue discussing objectives, the type of joint venture, revenue sharing and other matters.

Code-Share Agreement with United

On June 26, 2015, ALAB entered into a Code-Share Agreement with United, the sole shareholder of Calfinco. The Code-share Agreement governs the terms and conditions of code-sharing and interlining arrangements between ALAB and United.

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Strategic Partnership with Lilium

In August 2021, the Company announced strategic partnership plans with Lilium, a wholly owned subsidiary of Lilium N.V. See “Item 4.A. History and Development of the Company.” Lilium became a related party after the election of the Company's controlling shareholder, Mr. David Neeleman, as a non-executive director on Lilium's board of directors in September 2021.

As of December 31, 2023, the Company had entered into the following instruments with Lilium: (i) a Warrant Agreement, as well as the related Warrant Certificate, both dated as of October 22, 2021; and (ii) a Registration Rights Agreement, dated as of March 8, 2022.

Leasing Agreements with Azorra

During the year ended December 31, 2023, the Company entered into an Aircraft Sale Agreement dated as of August 26, 2022, as well as five Aircraft Operating Lease Agreements (three dated as of August 26, 2022 and two dated as of September 30, 2022) with entities of the Azorra Aviation Holdings LLC group (“Azorra”), which became a related party after the election of the Company's controlling shareholder, Mr. David Neeleman, as an independent member of the board of directors of Azorra.

As of December 31, 2023, the Company had no a maintenance reserve and lease. As of December 2022 in the amount. of R$107.3 and R$113.8, respectively. During the year ended December 31, 2022, aircraft sales were made.

TAP

During the year ended December 31, 2020, as informed at the Extraordinary General Meeting, due to the crisis caused by the COVID-19 pandemic, the Portugal Government's negotiated an aid of €1.2 billion for the airline TAP with the European Commission, conditional upon, among other factors, eliminating the right to convert senior bonds, since they would not be diluted by the Portugal Government's financial contribution. As a consequence, the elimination of the conversion right meant that TAP was no longer a related party and resulted in a loss recognized in the statement of operations of R$ 637.6, recorded under “Results from transactions with related parties, net”.

C.Interests of Experts and Counsel

Not applicable.

ITEM 8.    FINANCIAL INFORMATION

A.Consolidated Statements and Other Financial Information

See “Item 5.A. Operating Results” and “Item 18. Financial Statements.”

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 claims. We believe these proceedings are normal and incidental to the operation of a business in Brazil. 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.

When the Company is party in other judicial and administrative proceedings, a provision is 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.

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For civil claims connected to litigation proceedings before small claims court classified as probable loss, our provisioning policy is based on fixed and pre-established criteria, estimated based on historical information on similar claims. For pending litigation proceedings before civil courts, the ascertainment of amounts under dispute is based on the amount the plaintiff has attributed to such dispute (subject to a R$30,000 limit for material damages and a R$5,000 limit for pain and suffering). As a result of these circumstances and subject to the possibility of further in-house counsel review of such provisions during the course of proceedings, the provisioned amounts may not correspond to the effective amounts under dispute.

As of December 31, 2023, we are party to civil claims of various types (deemed “active” under our criteria, which does not consider claims in which agreements were entered into) and we have provisioned a total of R$131,5 million in respect of these civil claims. In addition, we are party to legal proceedings relating to labor law issues of various types we have provisioned a total of R$141,7 million in respect of these labor proceedings.

We are subject to several lawsuits filed by the Public Prosecutor’s Office which have the potential to affect our business models because the majority of these lawsuits challenges day-to-day aspects of our business, including, but not limited to, plane ticket fares, no-show fees, rescheduling fees, contractual fines and the treatment of individuals with special needs.

We are subject to certain claims related to taxes allegedly payable on imports of aircraft, flight simulators and aircraft parts. According to the counsel’s advice, the chance of loss with respect to these proceedings is probable, due to decisions from higher courts considering the legality of the collection of the additional charge on the imports.

As of December 31, 2023, we are defendants judicial and administrative tax proceedings, in which we have recorded a provision of R$284.6 million for tax proceedings.

On August 8, 2016, we filed an annulment action together with LATAM requesting the annulment of a decision issued by CADE imposing a fine of R$ 9.7 million to both LATAM and us because of the late merger filing by the parties notifying the existence of codeshare agreements between LATAM and TRIP in effect from 2004 until 2013. The action also sought to annul filing fees that CADE deemed to be owed by LATAM and us in its decision. In 2019, judgement partially granted the claims, annulling the penalty regarding the untimeliness but maintaining the filing fees for each contract agreement. Therefore, CADE, LATAM and the Company submitted appeals and, in 2022, CADE reversed the judgment and excluded the filling fees, but applied the penalty for untimeliness. The Company posted a judicial bond in the amount of R$ 9.2 million to guarantee our payment of this fine in the event of a decision that is adverse to us.

In May 2018, we and Aeroportos Brasil agreed to settle a collection action initiated by Aeroportos Brasil in July 2017. This proceeding was related to the noncompliance of contractual obligations by Aeroportos Brasil in connection with the construction of the new terminal at Viracopos airport and, as a result, our retention of 40% of the airport landing tariffs since February 2017. Pursuant to the settlement agreement, we agreed to carry out certain parts of the construction of the new terminal at Viracopos Airport using the airport landing tariffs retained from Aeroportos Brasil. The settlement was accepted by the Trial Court Judge which rendered a decision declaring case closed due the settlement. The res judicata was certified and the files were archived in July 2018.

Additionally, in May 2018, we and Aeroportos Brasil agreed to settle a lawsuit for damages initiated by Aeroportos Brasil in October 2017. This proceeding was related to the noncompliance of contractual obligations in connection with a land concession at Viracopos airport, through which (i) Aeroportos Brasil undertook to level ground and build an ancillary runway, and (ii) Azul undertook to build a hangar and an apron area, as well as to remunerate Aeroportos Brasil for the land concession. According to the settlement, we and Aeroportos Brasil agreed to comply with our respective obligations set forth in the land concession agreement, and Aeroportos Brasil granted a twelve-month grace period for the payments due by us under the land concession agreement. The settlement was accepted by the Trial Court Judge which rendered a decision declaring case closed due the settlement. The res judicata was certified and the files were archived in July 2018. In October 2019, we and Aeroportos Brasil agreed to amend this agreement to establish that Azul will also be responsible for some activities to concluding the construction of the ancillary runway and other works directly related to them. As a result, Aeroportos Brasil extended the grace period for the beginning of the rental payment of the hangar area for more 17 months, totaling 37 months. 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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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. Under Brazilian corporate law, our board of directors may also approve intermediary dividend distributions.

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 December 31, 2023, 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 December 31, 2023, we did not have a contingency reserve.

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 December 31, 2023, we did not have a retained profit reserve.

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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 December 31, 2023, we did not have an unrealized profit reserve.

Capital Reserves

Our capital reserve consists of the premium 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 December 31, 2023, we had R$2,029.6 billion 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.

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 audited consolidated financial statements for the immediately preceding fiscal year.

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 shareholders’ equity represents an alternative form of dividend payment to shareholders. The amount distributed to shareholders as interest on shareholders’ equity, 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 shareholders’ equity, 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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B.Significant Changes

Except as otherwise disclosed in our audited consolidated financial statements and in this annual report, there have been no significant changes in our business, financial condition or results of operations since December 31, 2023.

ITEM 9. THE OFFER AND LISTING

A.Offering and Listing Details

In the United States, our preferred shares trade in the form of ADSs. Our ADSs trades on the NYSE under the symbol “AZUL” and the preferred shares trades on the B3 under the symbol “AZUL4.” As of December 31, 2023 the ADSs represented approximately 30% of our preferred shares and 35% of our current global public float. Our ADSs began trading on the NYSE on April 11, 2017.

On May 15, 2024, the last reported sale price of our preferred shares on the São Paulo Stock Exchange was R$10.84 per share.

B.Plan of Distribution

Not applicable.

C.Markets

Regulation of Brazilian Capital Markets

Pursuant to Brazilian Securities Law and Brazilian corporate law, the Brazilian capital market is regulated and supervised by the CMN, which has general authority over the stock exchanges and capital 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 4595, 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 privately held and unlisted. All publicly held 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 B3 or on the Brazilian over-the-counter market. Shares listed on the B3 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 B3 requires a company to apply for registration with the B3 and the CVM.

The Brazilian over-the-counter market consists of direct trades between individuals in which a financial institution registered with the CVM serves as intermediary.

The trading of securities on the B3 may be suspended under certain circumstances, including as a result of the disclosure of material information. Trading may also be suspended at the request of the B3 or the CVM if there is any evidence that a company has provided inadequate information regarding a material fact or has provided inadequate responses to inquiries by the CVM or the stock exchange, among other reasons.

Trading on the B3

B3 trading sessions are conducted from 10:00 a.m. to 5:00 p.m. in an automated system known as PUMA Trading System. The B3 also permits trading from 5:45 p.m. to 7:00 p.m, in an online system known as “after market,” which is connected to traditional and online brokers. “After market” trading is subject to regulatory limits on price volatility and on the volume of preferred shares transacted by online brokers.

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Sales of shares on the B3 are settled within three business days after the trading date. Generally, the seller is expected to deliver the shares to the B3 on the third business day after the trading date. Delivery and payment of the shares are made through the facilities of the Central Depository B3 (Central Depositária B3).

For a more efficient control of volatility of the BOVESPA Index, the B3 has adopted a circuit breaker system that suspends trading for 30 minutes to one hour if the BOVESPA Index falls below 10% and 15%, respectively, compared with the level at the close of trading on the preceding trading session. If the BOVESPA Index falls below 20%, the B3 may suspend trading for a period of time to be defined by it at the time of such event.

Corporate Governance Practices and the Level 2 Segment of B3

In 2000, the B3 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 B3 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 are listed on the Level 2 segment of the B3. The main elements of this segment are described below:

To become a Level 2 segment of B3 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, including (a) guaranteed access to all prospective investors, or (b) the allocation of at least 10% of the total offer to individuals or non-institutional investors; (3) comply with additional quarterly disclosure standards, such as disclosing related party transactions to the same level as required by the accounting standards used in the preparation of annual financial statements; (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 B3; (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 general 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 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 for 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 B3 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 B3, 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 B3; and (14) adopt and publish a code of conduct that establishes the principles and values that guide the company.

In addition, as a result of CMN Resolution 3792, dated as of September 24, 2009, as amended, shares issued by companies that adopt differentiated corporate practices, such as those whose securities are admitted for trading in the special segment of the Novo Mercado or whose listing classification is Level 1 or Level 2 in accordance with the regulations of the B3, may have a larger participation in the investment portfolio of private pension funds. As a result, companies that adopt differentiated corporate practices are an important and attractive investment for private pension funds, which are large investors in the Brazilian capital markets.

Investment in Our Preferred Shares By Non-residents Outside Brazil

Resolution 4373

Investors residing outside Brazil are authorized to purchase, inter alia, equity instruments, including our preferred shares, on the B3, provided that they comply with the registration requirements set forth in CMN Resolution 4373, and CVM Resolution 13.

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With certain limited exceptions, and subject to the registration requirements set forth in CMN Resolution 4373 and CVM Resolution 13, non-resident investors are permitted to carry out any type of transaction in the Brazilian financial capital markets involving a security traded on a Brazilian stock, future or organized over-the-counter, or OTC, market. Investments and remittances outside Brazil of gains, dividends, profits or other payments related to our shares are made through the foreign exchange market.

In order to become a CMN Resolution 4373 investor, an investor residing outside Brazil must:

•appoint one or more representatives in Brazil, which must be a financial institution duly authorized by the Brazilian Central Bank, with powers to receive service of process related to any action regarding financial and capital market legislation, among others;

•obtain a taxpayer identification number from the Brazilian tax authorities;

•appoint one or more authorized custodians in Brazil for the investments, which custodian must be duly authorized by the CVM; and

•through its representative, register itself as a foreign investor with the CVM and register its investment with the Brazilian Central Bank.

Securities and other financial assets held by foreign investors pursuant to CMN Resolution 4373 must be registered or maintained in deposit accounts or under the custody of an entity duly licensed by the Central Bank or the CVM, as the case may be. In addition, securities trading by foreign investors is generally restricted to transactions involving securities listed on the Brazilian stock exchanges or traded in organized OTC markets licensed by the CVM.

In addition, an investor operating under the provisions of CMN Resolution 4373 must be registered with the Brazilian tax authorities pursuant to its Regulatory Instruction 2,119, dated as of December 6, 2022. This registration process is undertaken by the investor’s legal representative in Brazil.

Law 4131

Alternatively, foreign investors may also invest directly in Brazilian companies under Law 4131, as amended, and may sell their shares in both public and private transactions. However, these investors are currently subject to a less favorable tax treatment on gains than foreign investors that invest in Brazil under CMN Resolution 4373.

A direct foreign investor under Law 4131 must:

•register as a foreign direct investor with the Brazilian Central Bank;

•obtain a taxpayer identification number from the Brazilian tax authorities;

•appoint a tax representative in Brazil; and

•appoint a representative in Brazil for service of process with respect to suits based on Brazilian corporate law.

The Brazilian government decreased the rate of the Tax on Foreign Exchange Transactions (Imposto sobre Operações de Crédito, Câmbio e Seguro, ou relativas a Títulos ou Valores Mobiliários), or IOF/Exchange Tax, the tax related to certain foreign investments in Brazilian financial and capital markets, including investments made pursuant to CMN Resolution 4373, from 6% to 0%. Currently, currency exchange transactions carried out by CMN Resolution 4373 investors are subject to IOF/Exchange Tax at a rate of (i) 0%, in the case of variable income transactions carried out on the Brazilian stock, futures and commodities exchanges (provided that such transactions necessarily take place in a stock trade on the stock market or organized over-the-counter market), and acquisitions of shares of Brazilian publicly-held companies through public offerings or subscription of shares related to capital contributions, provided that the issuing company has registered its shares for trading on the stock exchange, and (ii) 0%, in the case of the outflow of funds from Brazil related to these types of investments, including payments of dividends and interest on shareholders’ equity and the repatriation of funds invested in the Brazilian market.

The IOF/Exchange Tax applies upon the conversion of foreign currency into Brazilian reais for purposes related to equity or debt investments by foreign investors in the Brazilian stock exchanges or the OTC market, private investment funds, Brazilian treasury notes and other fixed income securities. The Brazilian government is permitted to increase the rate of the IOF/Exchange Tax at any time, up to 25% of the amount of the foreign exchange transaction. However, any rate increase will only apply to transactions carried out after the rate increase and will not apply retroactively. For more information, see “—Taxation—Brazilian Tax Considerations—Income Tax—Tax on Foreign Exchange and Financial Transactions.”

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Uncertainty over whether the Brazilian government will implement changes in policy or regulation affecting these or other factors in the future may contribute to economic uncertainty in Brazil and heightened volatility in the Brazilian capital markets and securities issued abroad by Brazilian companies. This uncertainty and other future events affecting the Brazilian economy and the actions of the Brazilian government may adversely affect us and the price of our preferred shares, including in the form of ADSs.

D.Selling Shareholders

Not applicable.

E.Dilution

Not applicable.

F.Expenses of the Issue

Not applicable.

ITEM 10.    ADDITIONAL INFORMATION

A.Share Capital

Not applicable.

B.Memorandum and Articles of Association

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 the B3. 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 the B3, see “Item 10.B. Memorandum and Articles of Association—Rights of Our Common and Preferred Shares—Voting Rights” below.

Organization and Register

We are incorporated as a Brazilian sociedade por ações under the corporate name “Azul S.A.”. Our headquarters are at Avenida Marcos Penteado de Ulhôa Rodrigues, n. 939, 8th floor, Edifício Jatobá, Condomínio Castelo Branco Office Park, Tamboré, Zip Code 06460-040, in the city of Barueri, State of São Paulo – Brazil. We are registered with the Board of Trade of the State of São Paulo – JUCESP under corporate registration number (NIRE) 35.300.361.130. We have also been registered with the CVM as a publicly-held corporation since April 7, 2017 under n. 24112.

Our preferred shares are listed on the Level 2 segment of the B3 since April 11, 2017. This listing requires us to comply with the corporate governance and disclosure rules of the Level 2 segment of the B3 as summarized in the “Item 9.C.—Markets.”

Corporate Purpose

The corporate purpose of our company, as stated in our bylaws, is as follows:

•to hold direct or indirect equity interest in other companies of any type whose activities include:

•explore scheduled and non-scheduled air transportation services of passengers, cargo and mailbags, in Brazil and abroad, according to the concessions granted by the relevant authorities;

•explore additional air charter transportation activities for passengers, cargo and mailbags;

•render services of maintenance and repair of own and third-party aircraft, motors, items and parts;

•render services of aircraft hangar;

•render services of runway, flight attendance and aircraft cleaning;

•purchase and lease aircraft and other related assets;

•develop and manage its own customer loyalty program or customer loyalty programs of third parties;

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•sell redemption rights regarding awards under the customer loyalty program;

•explore Travel Agency and Tourism businesses;

•develop other activities that are connected, incidental, additional or related to the above-mentioned activities; and

•hold interest in other companies.

Shareholders’ Agreement

For a description of our Shareholders’a Agreement, see “ Item 7.B. Related Party Transactions—Shareholders’s Agreement

General

On May 25, 2012, our principal shareholder entered into an Investment Agreement with TRIP’s Shareholders (as defined below), which provided TRIP’s Shareholders with certain rights related to the control of our Company. On June 26, 2015, the Investment Agreement was amended to include Calfinco, that subscribed new Class C preferred shares issued by us. On February 5, 2016, the Investment Agreement was amended again to include Hainan that subscribed new Class D preferred shares issued by us (the “Investment Agreement”). On September 1st, 2017, upon completion of our Initial Public Offering of Shares (“IPO”), we, Mr. David Gary Neeleman (“Mr. Neeleman”, TRIP’s former shareholders – “TRIP’s Shareholders”), Calfinco, and Hainan entered into a Shareholders’ Agreement as per the provisions of the Investment Agreement (as defined below) with the purpose of assigning each Party certain and specific rights.

On June 2018, we announced a secondary public offering pursuant to which Hainan sold 19,379,335 ADSs representing all of Hainan’s preferred shares held in our Company. The offering price was US$16.15 per ADS and no other shareholder of Azul sold its ADSs or preferred shares in the offering. As a result, Hainan is no longer bound to our Shareholders’ Agreement nor has the right to appoint any members of our board of directors.

For purposes of the discussion below, we refer to: (i) Mr. Neeleman and TRIP’s Shareholders together as the Principal Common Shareholders; and (ii) Calfinco (previously together with Hainan) as the Principal Preferred Shareholders. All common shares held by the Principal Common Shareholders at the date of the Shareholders’ Agreement, or which they may acquire in the future, and all preferred shares held by the Principal Preferred Shareholders at the date of the Shareholders’ Agreement, or which they may acquire in the 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 that, by amending the following provisions of our bylaws, may materially affect the rights of TRIP’s former shareholders:

•the quorum required for decisions of our board of directors;

•the total number of directors of our board of directors (except if representation proportional to that which they had before such amendment is guaranteed)

•the powers of our board of directors; and

•the rules for calling, installing or reducing powers and other provisions regarding the meetings of our board of directors.

Election of Board Members

As a general rule, pursuant to the Shareholders’ Agreement, 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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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 below and subject to Calfinco’s right to appoint members of the board of directors, Mr. Neeleman may appoint the remaining members of the board of directors of the Company along with their alternates, and may dismiss or replace any of those members. In the event that the other holders of common shares or preferred shares exercise their right for multiple vote procedure in the election of members of the board of directors, in accordance with Brazilian corporate law, the number of directors elected by such shareholders shall be deducted from the number of directors that Mr. Neeleman has the right to appoint. Directors nominated by Neeleman shall qualify as Independent Directors, except if the minimum number of Independent Directors have already been reached pursuant to the nominations by the other shareholders.

Election of Board Members by TRIP’s Shareholders

The Shareholders’ Agreement provides that all the Principal Common Shareholders and the Principal Preferred Shareholders must vote in favor of electing directors as follows:

•So long as TRIP’s Shareholders collectively hold at least 20% 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 Shareholders collectively hold at least 10%, but less than 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 Shareholders collectively hold at least 5%, but less than 10% of our common shares, they may appoint one director, plus an alternate, and may dismiss or replace such director.

Election of Board Members by Calfinco

The Shareholders’ Agreement provides that all the Principal Common Shareholders and the Principal Preferred Shareholders must vote in favor of electing directors as follows:

•so long as Calfinco holds at least 50% of the preferred shares resulting from the conversion of Class C preferred shares that were held as of August 3, 2016, Calfinco may appoint one director, along with his or her alternate, and may dismiss or replace this director.

Transfers of Shares

The tag-along right and right of first offer described below do not apply to transfers of common shares to the Principal Preferred Shareholders or to affiliates of the Principal Common Shareholders.

Tag-Along Rights

If Mr. Neeleman intends to sell any of his common shares to a third party, he must give TRIP’s 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 Shareholders remains the same. TRIP’s 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 in such a manner that, after such sale, the common shares held by Mr. Neeleman come to represent less than 50% plus one of our common shares, in each subsequent sale of common shares, he must first offer those shares to TRIP’s Shareholders before offering them to any third party. His offer to TRIP’s 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 Shareholders may then purchase those shares at or above the specified terms, as described in the Shareholders’ Agreement.

If TRIP’s 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.

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If either Mr. Neeleman or TRIP’s Shareholders, as the case may be, decline the right of first offer, the seller may pursue for the next sixty (60) days the intended sale to the third party at or above the price originally contemplated. After such period, if Mr. Neeleman or TRIP’s Shareholders still intend to transfer Common Shares, they shall again observe the procedure mentioned above.

Termination

The Shareholders’ Agreement will remain in effect until the earlier of: (a) twenty years as of the date of its execution; or (b) (i) with respect to TRIP Shareholders rights, until the date when they hold less than 5% of our common shares; and (ii) with respect to the Calfinco rights, until the date when it holds less than fifty percent (50%) of the equivalent number of Preferred Shares into which the Class C Preferred Shares subscribed on June 26, 2015 have been converted into.

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-in may convert them into preferred shares, at the ratio of 75.0 common shares for 1.0 preferred share pursuant to our bylaws. 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 the B3, as described below under “Item 10.B. Memorandum and Articles of Association—Rights of Our Common and Preferred Shares—Voting Rights.”

Our preferred shares have the following additional rights as compared to our common shares:

•The right to be included in a takeover bid resulting from the Disposal of the Company’s Control under the same conditions and for a price per share equal to seventy-five (75) times the price per common share paid to the Disposing Controlling Shareholder;

•In case the Company is wound up, capital refund priority over the common shares, in the amount corresponding to the multiplication of the Company’s share capital by the Dividends Distribution to which the preferred shares issued by the Company are entitled to. After the priority refund over the capital for preferred shares and the refund of the capital over the common shares, the preferred shares will have right to refund of amounts equivalent to the multiplication of the remaining assets to which the shareholder is subject to due to the Dividends Distribution that the preferred shares would be entitled to. For the sake of clarification, the amounts paid to preferred shares as priority shall be considered for purposes of the calculation of the total amount to be paid to the preferred shares in case of the Company’s wind up; and

•The right to receive dividends 75 times greater than the dividends payable on each common share, as described in the section entitled “Item 8. Financial Information—Consolidated Statements and Other Financial Information—Dividend Policy.”

Reimbursement and Right of Withdrawal

Under Brazilian corporate law, “dissenting shareholders” including 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, “dissenting 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.

This right of withdrawal and reimbursement arises if any of the following matters are decided upon at a shareholders’ meeting:

1.Creation of a new class of preferred shares or a disproportionate 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, by this date, is 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 the mandatory dividend;

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 by another company, in such a way as to make the company whose shares were transferred a wholly-owned subsidiary of the other;

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7.Changes to our corporate purpose; or

8.A spin-off that results in: (i) a change to 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 dissenting shareholder 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 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 ALAB 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 capital stock (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 of 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.

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Dividend Rights

Dividends are allocated and distributed in accordance with Brazilian corporate law and our bylaws. For more information on dividend rights, see “Item 8. Financial Information—Consolidated Statements and Other Financial Information—Dividend Policy.”

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 the B3:

(i)any direct conversion, consolidation, spin-off or merger of Azul;

(ii)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;

(iii)the valuation of any assets to be contributed to our company in payment for shares issued in a capital increase;

(iv)the appointment of an expert to ascertain the value our shares in connection with (A) a mandatory tender offer; (B) a delisting and deregistration transaction; or (C) any decision to cease to adhere to the requirements of the Level 2 segment of the B3;

(v)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 the B3, as summarized in “Item 9.C—Markets;”

(vi)any change in, or the revocation of, provisions of our bylaws that amends or modifies any of the requirements provided for in (A) Paragraphs Nine, Ten, Eleven and Twelve of Article 5 (restricted voting rights attached to preferred shares); (B) Article 12 (extraordinary measures requiring shareholder approval); and (C) Article 14 (governance of special shareholders’ meetings) of our bylaws;

(vii)any change in, or the revocation of, provisions of our bylaws that amends or modifies any of the requirements provided for in (A) Paragraph Two of Article 15 (compensation of officers); (B) Article 29 (composition of our compensation committee), (C) Article 30 (functions of our compensation committee); (D) Article 31 (composition of our ESG committee); and (E) Article 32 (functions of our ESG committee) of our bylaws; and

(viii)the compensation of our officers in accordance with Paragraph Two of Article 15 of our bylaws.

Items (i) through (vii) listed above are considered “special matters.” Items (i) through (vi) require previous approval of a special preferred shareholders’ meeting if our controlling shareholder holds shares representing a dividend percentage equal to or less than 50%, and item (vii) always requires previous approval of a special preferred shareholders’ meeting.

In addition to the foregoing, the rights conferred on the preferred shareholders by the following articles of Brazilian corporate law may be exercised by our shareholders holding shares representing a percentage of dividend shares equal to the percentage of outstanding capital stock: (i) Article 4th-A, caput (new valuation in the event of a public offer for the acquisition of shares for the closing of capital), (ii) Article 105 (filing lawsuits for access to corporate books), (iii) Sole Paragraph, items (c) and (d) of Article 123 (convening an ordinary shareholders’ meeting), (iv) 3rd Paragraph of Article 126 (requesting a shareholders’ directory), (v) 1st Paragraph of Article 157 (requesting information from management at the annual shareholders’ meeting), (vi) 4th Paragraph of Article 159 (filing a lawsuit against directors), (vii) 2nd Paragraph of Article 161 (establishing a fiscal council), (viii) 6th Paragraph of Article 163 (requesting the provision of information by the fiscal council), (ix) Item II of Article 206 (proposing a dissolution action), and (x) 1st Paragraph, item (a) of Article 246 (filing an action for liability and redress against a parent company).

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 the privileged minimum or fixed dividends to which the shares are entitled, if any. Our preferred shares are not entitled to privileged minimum or fixed dividends and accordingly do not carry unrestricted voting rights if our Company fails to distribute the mandatory dividend (which is applicable to both common and preferred shares).

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.

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Under Brazilian corporate law, minority holders of our preferred shares (with no voting rights or restricted voting rights) jointly representing at least 10% of our total capital stock have the right to elect one member of our board of directors in a separate voting process. 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 (including 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 a newspaper of general circulation (currently Folha de São Paulo), pursuant to Law 13,818, dated as of April 24, 2019, in force since January 1st, 2022, which waives publication in the official newspaper. 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.

Certain extraordinary matters must be approved by shareholders holding preferred shares through an extraordinary shareholders’ meeting. In the first instance, our preferred shareholders representing at least 25% of our preferred shares may call an extraordinary shareholders’ meeting. In the second instance, our preferred shareholders representing any number of our preferred shares may call an extraordinary shareholders’ meeting, subject to the regulations of the Level 2 segment of the B3. If a specific quorum is not required by Brazilian corporate law or the regulations of the Level 2 segment of the B3, resolutions may pass by a majority vote of the preferred shareholders present.

For a summary of how a holder of ADSs may receive information regarding and attend shareholders’ meetings, see the section entitled “Item 12.D.—American Depositary Shares.”

Directors’ Power to Vote Compensation

In accordance with our bylaws, shareholder vote at the general shareholders’ meeting establishes the overall annual compensation of the management and the board of directors sets forth the individual compensation of each member of the board of directors and Board of Executive Officers.

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 B3 rules and our bylaws 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 of our outstanding common shares, preferred shares and instruments convertible to our common shares or preferred shares, under the terms of Article 43 of our bylaws. 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.

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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 and under “Item 16.G. Corporate Governance.”

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 affirmative determination of the board of directors of the absence of a material relationship between a director and the listed company. Under the listing standards of Level 2 segment of the B3, 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 rules. 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 corporate law, up to one-third of the members of the board of directors can be elected to officer positions. Our Chairman, 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.

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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 (which may be approved for an undefined period), 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 the B3. 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 Resolution n. 44 guidelines (which replaces CVM Instruction n. 358), 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 the B3.

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. Level 2 segment of the B3 has a similar requirement.

We adopted a code of business conduct and ethics 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 business conduct and ethics complies with the requirements of the Sarbanes-Oxley Act of 2002, the NYSE rules and Level 2 segment of the B3 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.

Brazilian Takeover Panel (CAF)

On January 21, 2014, we entered into an agreement to adhere to the Panel Code issued by CAF, a non-statutory non-for-profit entity organized under private law for the purpose of organizing, maintaining and administering the CAF.

The entity was created in 2013 to developing a code of best self-regulation practices, organize corporate reorganizations involving Brazilian listed companies, as well as to ensure stability in the capital market, increasing security in relation to shareholder rights.

On May 31, 2021, by deliberation of the members of the association of CAF supporters (ACAF), the entity announced the end of its activities. Therefore, as the only company adhering to CAF, Azul proposed as a topic for deliberation by its shareholders at the Ordinary and Extraordinary General Meeting held on April 28, 2022, to adjust certain provisions of its bylaws to eliminate all references to the CAF, due to its dissolution announced.

Regardless of the termination of CAF's activities, Azul, especially as a publicly-held company, will remain committed to always adopting the best market practices in eventual future reorganization, so that all the rights conferred by law or special regulation, as well any rights in favor of our shareholders provided for in our Bylaws will remain fully respected.

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C.Material Contracts

Pursuant to the restructuring of our obligations with certain aircraft lessors and OEMs, as described under “Item 4.B. Business Overview—Restructuring—Aircraft Lessor and OEM Restructuring”, on September 28, 2023, certain lessors and OEMs entered into master equity investment agreements (the “Master Equity Investment Agreements”) pursuant to which such lessors and OEMs agreed to convert, in up to 12 equal quarterly consecutive installments, an aggregate of up to US$570.0 million of payment and other obligations owed to such lessors and OEMs into our preferred shares, if we elect to pay such credit in preferred shares. We are entitled to satisfy our obligation to issue preferred shares in respect of any installment by making a cash payment equal to the amount of the relevant payment and other obligations that would have been converted into preferred shares in such installment plus the relevant maximum upside amount as set forth in the relevant Master Equity Investment Agreement.

If we elect to pay the credits under the Master Equity Investment Agreements in preferred shares, we are required to commence making quarterly issuances of preferred shares in July 2024 (in respect of one lessor) or January 2025 (in respect of all other lessors and OEMs), with the issuance of all preferred shares issuable under the Master Equity Investment Agreements scheduled to be completed by October 2027.

The terms of the Master Equity Investment Agreements provide that the relevant payment and other obligations shall be satisfied through the issuance of preferred shares at a notional subscription price of R$36.00 per preferred share. The terms of the Master Equity Investment Agreements provide for upside and downside limitations, whereby if the trading price of our preferred shares is lower than R$36.00 on the date that is two business days prior to the relevant meeting of our board of directors to be held to ratify the capital increase required for the relevant quarterly issuance of preferred shares (each, a “measurement date”), we are required to compensate the relevant lessors and OEMs for the difference through the issuance of additional preferred shares. If the trading price of our preferred shares is higher than R$39.60 on any such measurement date, the number of preferred shares issuable pursuant to the Master Equity Investment Agreements is capped at a subscription price of R$39.60 per preferred share.

Such preferred shares issued in connection with the restructuring of our obligations with certain aircraft lessors and OEMs will have the same political and economic rights as to those of the preferred shares currently issued by us and, as such, will be subordinated to any of our senior debt.

Other than the agreements described above, we do not have material contracts that are not related to our operating activities. Our material contracts that are directly related to our operating activities include contracts relating to aircraft leases, fuel supply and other commercial agreements as well as contracts relating to our concession to operate as a commercial airline.

D.Exchange Controls

The right to convert dividend or interest payments and proceeds from the sale of shares into foreign currency and to remit such amounts outside Brazil is subject to restrictions under foreign investment legislation which generally requires, among other things, that the relevant investments have been registered with the Central Bank and the CVM. Such restrictions on the remittance of foreign capital abroad may hinder or prevent the custodian for our preferred shares represented by our ADSs or the holders of our preferred shares from converting dividends, distributions or the proceeds from any sale of these preferred shares into U.S. dollars and remitting the U.S. dollars abroad. Holders of our ADSs could be adversely affected by delays in, or refusal to grant any, required government approval to convert Brazilian currency payments on the preferred shares underlying our ADS and to remit the proceeds abroad.

Resolution 1927 of the National Monetary Council provides for the issuance of depositary receipts in foreign markets in respect of shares of Brazilian issuers. The ADS program was approved under the Annex V Regulations by the Central Bank and the CVM prior to the issuance of the ADSs. Accordingly, the proceeds from the sale of ADSs by ADR holders outside Brazil are not subject to Brazilian foreign investment controls, and holders of the ADSs are entitled to favorable tax treatment under certain circumstances. See “Item 10.E. Taxation—Brazilian Tax Considerations.”

E.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 December 31, 2023, which are subject to change.

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There is at present no income tax treaty between Brazil and the United States. 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

Dividends paid by a Brazilian company, such as ourselves, including dividends paid to a Non-Resident Holder, are currently not subject to withholding income tax, or WTH, in Brazil, to the extent that such amounts are related to profits generated as of January 1, 1996 (Law 9249, dated December 26, 1995). Dividends paid from profits generated prior to January 1, 1996 may be subject to Brazilian withholding income tax at varying rates, according to the tax legislation applicable to each corresponding year.

However, there is an ongoing public political discussion in Brazil in relation to a reform in its tax system regarding income tax that may have implications to the levy of WHT on the payment of dividends.

The Brazilian National Congress is currently discussing Bill of Law No. 2,337/2021, which intends to introduce changes to the individual and corporate income tax rules. On September 2, 2021, the Brazilian Chamber of Deputies approved (base text plus highlights) the Bill of Law, which will now be sent to the Brazilian Senate.

Among the changes proposed is the return of the taxation of dividends paid by Brazilian entities inside and outside of Brazil. According to the Bill of Law, dividends would be subject to a WHT at a flat 15% rate.

The wording of the Bill of Law has undergone several changes since its presentation by the Federal Government on June 25, 2021. It is not possible to anticipate whether the Senate will also propose changes to the Bill of Law, which would imply the proposal being returned to the Brazilian Chamber of Deputies for approval before being forwarded to presidential sanction.

At any case, any potential taxation being imposed upon dividends would become effective only in the year following the enactment of the relevant law.

Interest on Shareholders’ Equity

Law 9249, dated December 26, 1995, as amended, allows a Brazilian corporation, such as ourselves, to make distributions to shareholders of interest on shareholder’s 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. These distributions may be paid in cash. For tax purposes, this interest on net equity is limited to the daily pro rata variation of the TJLP (long-term interest rate), 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 taking into account 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

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•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 (Normative Ruling 1455/14). 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.

Distributions of interest on shareholders’ equity to Non-Resident Holders may be converted into U.S. dollars and remitted outside Brazil, subject to applicable exchange controls, to the extent that the investment is registered with the Central Bank.

Assurance cannot be given that our board of directors will not recommend that future distributions of income should be made by means of interest on shareholders’ equity instead of dividends.

As mentioned in the previous section, the Brazilian National Congress is currently discussing Bill of Law No. 2,337/2021, which intends to introduce changes to the individual and corporate income tax rules. On September 2, 2021, the Brazilian Chamber of Deputies approved (base text plus highlights) the Bill of Law, which will now be sent to the Brazilian Senate.

Among other changes, the Bill of Law proposes the extinguishment of the possibility of deduction of expenses in the payment of interest on shareholders’ equity.

The wording of the Bill of Law has undergone several changes since its presentation by the Federal Government on June 25, 2021. It is not possible to anticipate whether the Brazilian Senate will also propose changes to the Bill of Law, which would imply the proposal being returned to the Brazilian Chamber of Deputies for approval before being forwarded to presidential sanction.

At any case, any potential taxation being imposed would become effective only in the year following the enactment of the relevant law.

Low or Nil Tax Jurisdictions

According to Law 9430, dated December 27, 1996, as amended, Tax Favorable Jurisdiction is a country or location that (i) does not impose taxation on income, (ii) imposes income tax at a rate lower than 20%, or (3) imposes restrictions on the disclosure of shareholding composition or investment ownership.

Additionally, on June 24, 2008, Law 11727 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 country or dependency; (iii) does not tax or that taxes 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.

On November 28, 2014, the Brazilian tax authorities issued Ordinance 488, which decreased these minimum thresholds from 20% to 17% for specific cases. Under Ordinance 488, the 17% threshold applies only to countries and regimes aligned with international standards of fiscal transparency, in accordance with rules to be established by the Brazilian tax authorities.

We consider that the best interpretation of Law 11727/2008 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 Tax Jurisdiction, though the Brazilian tax authorities appear to agree with our position, in view of the provisions of introduced by Normative Ruling 1037, dated as of June 4, 2010, as amended, 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 11727, Normative Ruling 1037 and of any related Brazilian tax law or regulation concerning Low or Nil Tax Jurisdictions or “privileged tax regimes.”

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Taxation of Gains

According to Brazilian tax legislation, the capital gains tax applicable to Brazilian resident individuals should also apply to non-resident investors. In this sense, gains related to the sale or disposition of assets located in Brazil, such as our common shares, by a Non-Resident Holder, are subject to withholding income tax in Brazil, regardless of whether the sale or disposition is made by a Non-Resident Holder to another non-resident of Brazil or to a Brazilian resident.

As a general rule, capital gains realized as a result of a sale or disposition of common shares are equal to the positive difference between the amount realized on the sale or disposition and the respective acquisition costs of the common shares.

There is a controversy regarding the currency that should be considered for purposes of determining the capital gain realized by a Non-Resident Holder on a sale or disposition of shares in Brazil, more specifically, if such capital gain is to be determined in foreign or in local currency. However, article 23 of Normative Ruling 1455 provides that the capital gains shall be calculated in reais.

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.

Currently, capital gains realized by Non-Resident Holders on a sale or disposition of shares carried out on the Brazilian stock exchange (including the organized over-the-counter market) are:

•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 4373/14 of the Brazilian Monetary Council, or a 4373 Holder, and (2) is not resident or domiciled in a Low or Nil Tax Jurisdiction; or

•arguably 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 4,373 Holder and (2) is not resident or domiciled in a Nil or Low Tax Jurisdiction; or by (B) a Non-Resident Holder that (1) is a 4,373 Holder and (2) is resident or domiciled in a Nil or Low Tax Jurisdiction; or

•subject to income tax at a rate of up to 25% in the case of gains realized by a Non-Resident Holder that is not a 4,373 Holder, and is resident or domiciled in a Nil or Low Tax Jurisdiction.

A withholding income tax of 0.005% will apply and shall be withheld by the intermediary institution (i.e., a broker) that receives the order directly from the Non-Resident Holder, which can be offset against the eventual income tax due on the capital gain. Such withholding does not apply to a 4373 Holder that is not resident or domiciled in a Low or Nil Tax Jurisdiction.

Any capital gains realized on the disposition of shares that are not carried out on the Brazilian stock exchange are:

•subject to the income tax at a rate of 15% when realized by a 4373 Holder that is not resident or domiciled in a Low or Nil Tax Jurisdiction;

•subject to income tax at progressive rates that vary from 15% to 22.5%, as further detailed below, when realized by a Non-Resident Holder that is not a 4373 Holder and is not resident or domiciled in a Low or Nil Tax Jurisdiction; and

•subject to income tax at a rate of up to 25% when realized by a Non-Resident Holder that is resident or domiciled in a Low or Nil Tax Jurisdiction.

In the cases above, if the capital gains are related to transactions conducted on the Brazilian non-organized over-the-counter market with the intermediation of a financial institution the withholding income tax of 0.005% will apply and can be later offset against any income tax due on the capital gains.

In the case of redemption of shares or capital reduction by a Brazilian corporation, such as ourselves, the positive difference between the amount effectively received by the Non-Resident Holder and the corresponding acquisition cost is treated, for tax purposes, as capital gains derived from sale or exchange of shares that is not carried out on a Brazilian stock exchange market, and is therefore subject to income tax at the rates of 15% up to 22.5%, or up to 25%, in case of beneficiaries resident or domiciled in a Low or Nil Tax Jurisdiction.

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On September 22, 2015, the Brazilian federal government enacted Provisional Measure MP 692/2015, converted into Law 13259, of March 16, 2016, or Law 13259/2016, which introduced a regime based on the application of progressive tax rates for income taxation on capital gains recognized by Brazilian individuals on the disposition of assets in general. Under Law 13259/2016, effective as from January 1, 2017, the income tax rates on capital gains recognized by Brazilian individuals, which also applies to a Non-Resident Holder, would be: (i) 15% for the part of the gain that does not exceed R$5 million, (ii) 17.5% for the part of the gain that exceeds R$5 million but does not exceed R$10 million, (iii) 20% for the part of the gain that exceeds R$10 million but does not exceed R$30 million and (iv) 22.5% for the part of the gain that exceeds R$30 million.

As a general rule, the increased capital gains taxation regime should apply to transactions conducted outside of the Brazilian stock exchange or the organized OTC market. Also, as a general rule, a foreign investor who is a resident of or has a domicile in a Low or Nil Tax Jurisdiction would be subject to income tax at a rate of up to 25%, as mentioned above. However, although debatable, if the Non-Resident Holder is a 4373 Holder, it is possible to sustain that the income tax should not apply at progressive rates. Furthermore, as a general rule, gains recognized by a Non-Resident Holder in transactions executed on the Brazilian stock exchange or the organized OTC market should not be subject to the increased capital gains taxation under Law 13259.

In the case of a redemption of shares 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 shares 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 progressive rates, or the 25% flat rate mentioned above, as the case may be.

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.

There can be no assurance that the current favorable treatment of 4,373 Holders will continue in the future.

Sales of ADSs

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 10833/2003. 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. As a general rule, the exchange of ADSs for shares is not subject to income taxation in Brazil.

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 4373/2014, which will entitle them to the tax treatment referred above on the future sale of the shares.

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 4131/1962, in which case the respective sale would be subject to the tax treatment applicable to transactions carried out of by a Non-Resident Holder that is not a 4373 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 is lower than the shares price verified on the exchange date. The capital gains ascertained by the Non-Resident Holder, in this case, should be subject to taxation at rates that vary from 15% to 22.5%, depending on the amount of the gain, as referred to above; or at 25% if realized by a Non-Resident Holder that is resident or domiciled in a Low or Nil Tax Jurisdiction. In certain circumstances, there may be arguments to sustain the position that such taxation is not applicable to 4,373 Holders that are not resident or domiciled in a Low or Nil Tax Jurisdiction.

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Tax on Foreign Exchange and Financial Transactions

Foreign Exchange Transactions

Pursuant to Decree No. 6,306, dated December 14, 2007, as amended, or Decree No. 6,306/07, the conversion of Brazilian currency into foreign currency (e.g., for purposes of paying dividends and interest) and the conversion of foreign currency into Brazilian currency may be subject to the Tax on Foreign Exchange Transactions or IOF/Exchange. For most exchange transactions, the rate of IOF/Exchange is 0.38%. However, foreign currency exchange transactions related to the inflow of funds and outflow of funds into and out of Brazil in connection with investments carried out by a foreign investor (including a Non-Resident Holder, as applicable) for investment in the Brazilian financial and capital markets, including payments of dividends and interest on shareholders’ equity and the repatriation of funds invested in the Brazilian market are subject to IOF/Exchange tax at a zero percent rate. The Brazilian Government is permitted to increase the rate of the IOF/Exchange tax at any time up to 25% of the amount of the foreign exchange transaction. However, any increase in rates may only apply to transactions carried out after this increase in rate and not retroactively.

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. However, any increase in rates may only apply to future foreign exchange 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, although the Brazilian government may increase such rate at any time up to 1.5% of the transaction amount per day, but only in respect of future transactions.

On December 24, 2013, the Brazilian government reduced the IOF/Bonds Tax to zero for transactions involving the deposit of shares which are issued by a Brazilian company admitted to trade on the Brazilian stock exchange with the specific purpose of enabling the issuance of depositary receipts traded outside Brazil. Any increase in this rate may only apply to future transactions.

Other Brazilian Taxes

There are no Brazilian federal 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 the 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 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 or arrangements for U.S. federal income tax purposes or investors in such entities or arrangements, investors liable for alternative minimum taxes, 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 or value 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, or the Code, its legislative history, existing and proposed U.S. Treasury regulations thereunder, published rulings and court decisions, 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) the trust had a valid election in effect under current U.S. Treasury regulations to be treated as a U.S. person. 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 generally will 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 depositary 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 on shareholders’ 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 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 generally will be treated as described below under “Item 10.E. Taxation—Material U.S. Federal Income Tax Consequences—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 generally will 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.

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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. Treasury regulations that apply to taxes paid or accrued in taxable years beginning on or after December 28, 2021, or the Foreign Tax Credit Regulations, impose additional requirements for foreign taxes to be eligible for a U.S. foreign tax credit, and there can be no assurance that those requirements will be satisfied. A recent notice from the IRS provides temporary relief from the Foreign Tax Credit Regulations by allowing taxpayers to apply a modified version of the regulations for taxable years ending before the date that a notice or other guidance withdrawing or modifying the temporary relief is issued (or any later date specified in such notice or other guidance), provided that the taxpayer consistently applies such modified version of the U.S. Treasury regulations and complies with other specific requirements set forth in the notice. However, for any period in which we are treated as a “United States-owned foreign corporation,” a portion of any dividends paid by us during such period may be treated as U.S. source solely for purposes of the foreign tax credit. We would be treated as a United States-owned foreign corporation if 50% or more of the total value or total voting power of our shares is owned, directly, indirectly or by attribution, by United States persons. To the extent any portion of our dividends is treated as U.S.-source income pursuant to this rule, the ability of a U.S. Holder to claim a foreign tax credit for any Brazilian withholding taxes payable in respect of our dividends may be limited. 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 generally will 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 are listed on the NYSE and should be considered to be readily tradable on an established securities market in the United States. 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 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.

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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, including 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, recognized 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 or if the U.S. Holder consistently elects to apply a modified version of the Foreign Tax Credit Regulations that is permitted under recently issued temporary guidance and complies with the specific requirements set forth in such guidance. Alternatively, the U.S. Holder may take a deduction for any otherwise creditable tax in computing taxable income for U.S. federal income tax purposes, 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 is 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, rental, 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 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 2023 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.

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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 or a “qualified electing fund,” or QEF, 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 QEF 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 QEF election with respect to the preferred shares, including in the form of ADSs.

If a U.S. Holder makes a QEF 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.

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 “Item 10.E. Taxation—Material U.S. Federal Income Tax Consequences—Taxation of Dividends and Other Distributions” would not apply.

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The mark-to-market election is available only for “marketable stock,” which is stock that is traded in other than de minimis 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 non-U.S. securities exchange constitutes a qualified exchange if it is regulated or supervised by a governmental authority of the country in which the securities exchange is located and meets certain trading listing, financial disclosure and other requirements set forth in the U.S. Treasury regulations. The NYSE is a qualified exchange. The ADSs are 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 B3. It is unclear, however, whether the B3 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 generally would 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 24%. 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.

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 at the end of the taxable year or US$75,000 at any time during the taxable year. The thresholds are higher for individuals living outside of the United States and married couples filing jointly. 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.

F.Dividends and Payment Agents

Not applicable.

G.Statements by Experts

Not applicable.

H.Documents on Display

We are subject to the informational requirements of the Exchange Act, applicable to foreign private issuers and, in accordance therewith, file reports and other information with the SEC. 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.

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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 Avenida Marcos Penteado de Ulhôa Rodrigues, n. 939, 8th floor, Edifício Jatobá, Condomínio Castelo Branco Office Park, Tamboré, Zip Code 06460-040, in the city of Barueri, state of São Paulo – Brazil, or by phone at the number +55 (11) 4831-2880, Attention: Investor Relations Department.

I.Subsidiary Information

For information on subsidiaries, see “Item 4.C. Organizational Structure” and “Note 1. Operations” to our audited consolidated financial statements as of December 31, 2023 and 2022 and for the year ended December 31, 2023 included in “Item 18. Financial Statements” and Exhibit 8.1 to this annual report.

J.Annual Report to Security Holders

Not applicable.

ITEM 11. 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 flows and results of operations. 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. Our risk management policy was implemented on April 14, 2011 and was revised on March 9, 2020. 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, foreign currency 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 lease liabilities 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 principal amount agreed between the parties.

The risks are monitored by the Company’s management and can be mitigated through the use of swaps, terms and options, interest, in the oil and currency markets.

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All activities with derivative financial instruments for risk management are carried out by specialists with skill, experience and adequate supervision. It is the Company's policy not to operate transactions for speculative purposes.

Foreign Currency Risk

Foreign currency risk is the risk that the fair value of future cash flows of a financial instrument fluctuates due to changes in foreign exchange rates. Most of our revenues are linked to the real and our exposure to the risk of changes in exchange rates refers primarily to loans and lease liabilities indexed to the U.S. dollar (net of investments in U.S. dollars), maintenance reserves and to our TAP Bonds denominated in Euros. Also, slightly over half of our operating expenses are either payable in or affected by the U.S. dollar, such as aviation fuel, aircraft 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.

Additionally, as part of our international operations, we maintain offshore bank accounts in U.S. dollars that serve as natural hedges. As of December 31, 2023, we held a U.S. dollar balance of cash and cash equivalents and short-term investments of US$ 9.3 million.

We constantly monitor the net exposure in foreign currency and evaluate the contracting of hedge transactions to protect the non-operating cash flow, projecting for a maximum period of up to 12 months, and a longer term if deemed appropriate, to minimize its exposure.

Commodity Price Risk

The volatility of aviation fuel prices is one of the most significant market risks for airlines. For the years ended December 31, 2023, 2022 and 2021, aviation fuel accounted for 34.9%, 45.2% and 32.8%, respectively, of our operating expenses, which are linked or 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 June 2018. In addition, largely as a result of the war between Russia and Ukraine, Brent oil prices sharply increased from about US$75 per barrel at the end of 2021 to US$128 per barrel on March 8, 2022. As of December 31, 2023, the Brent oil price was US$77 per barrel. Airlines often use WTI crude or heating oil future contracts to protect their exposure to jet fuel prices. We attempt to mitigate fuel price volatility primarily through derivative financial instruments or a fixed price agreement with Vibra Energia.

Sensitivity Analysis

Our sensitivity analysis measures the impact of interest rate risk, foreign currency risk, and commodity price risk on the results of operations considering two different scenarios: (i) the adverse scenario, which assumes that the relevant interest rate, foreign currency or fuel price will worsen by 25% and (ii) the remote scenario, which assumes that relevant interest rate, exchange rate or fuel price will worsen by 50%. For information on risk management, see “Note 35. Risk Management” to our audited consolidated financial statements as of the year ended December 31, 2023.

			As of December 31, 2023
Risk Factor	Financial Instrument	Risk	Adverse Scenario
			(in thousands of R)
Financing	Interest rate	CDI	19,602
Financing	Interest rate	LIBOR	(1,309)
Financing	Interest rate	SOFR	(5,648)
Assets	Exchange rate	Euro rate decrease	(196,820)
Liabilities and aircraft leases	Exchange rate	U.S. dollar rate increase	(6,606,669)
Aircraft fuel	Cost per liter	Fuel price	(1,472,621)

All values are in US Dollars.

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ITEM 12.    DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

A.Debt Securities

Not applicable.

B.Warrants and Rights

Not applicable

C.Other Securities

Not applicable.

D.American Depositary Shares

American Depositary Shares

Citibank, N.A., as depositary, will register and deliver the ADSs. Each ADS represents the right to receive three preferred shares (which ratio may be changed, as described below) in registered form, deposited with the office of Itaú Corretora de Valores S.A. as custodian for the depositary. Each ADS will also represent the right to receive any other securities, cash or other property which may be received on behalf of the owner of the ADSs but not distributed by the depositary to the owners of ADSs because of legal restrictions or practical considerations. The principal executive office of the depositary is located at 388 Greenwich Street, New York, New York 10013.

The preferred shares are listed for trading on the Level 2 listing segment of the B3, and the ADSs are listed for trading on the NYSE.

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, the custodian and their respective nominees will be the holders 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, you, as an ADS holder, and the beneficial owners of ADSs sets out ADS holder and beneficial owner 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 “Exhibit 2.1.”

Holding the ADSs

How will you hold your ADSs?

You may hold ADSs (a) by having an American Depositary Receipt, or ADR, which is a certificate evidencing a specific number of ADSs, registered in your name or through your broker or other financial institution, or (b) by holding ADSs in DRS. If you hold ADSs directly, you are an ADS holder. This description assumes you hold your ADSs directly, by means of an ADR registered in your name. 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.

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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 and any taxes and government charges. 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 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 such U.S. dollars to the United States and will distribute the amount thus received. If such conversions or transfers are not practical or lawful or if any government approval or license is needed and cannot be obtained, the deposit agreement allows the depositary to either distribute the foreign currency only to those ADS holders to whom it is possible to do so, or hold or cause the custodian to hold the foreign currency 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. The depositary will not invest the foreign currency and 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, will be deducted. See “Item 10.E—Taxation.” 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 the right to receive 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. There can be no assurance that you will be given the opportunity to receive distributions under the same terms and conditions as the holders of preferred shares.

•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 from us as described in the deposit agreement of such elective distribution by us, and if we have indicated that we wish to make such elective distribution available to you, has discretion to determine to what extent such elective distribution is lawful and reasonably practicable, and thus, whether it can be made available to you as a holder of the ADSs. The depositary will not make such elective distribution to you until we first timely instruct the depositary to make such elective distribution available to you and furnish it with satisfactory evidence that it is lawful to do so. The depositary could decide it is not lawful or reasonably practicable 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 the right to receive preferred shares in the same way as it does in a share distribution. The depositary will not be obligated to make available to you a method to receive the elective dividend in preferred 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 determine whether it is lawful and reasonably practicable to make these rights available to you. The depositary will not make rights available to you unless we first instruct the depositary to make such rights available to you and furnish the depositary with satisfactory evidence that it is lawful and reasonably practicable to do so, and such other documentation as is provided in the deposit agreement. If it is not lawful and reasonably practicable to make the rights available but it is lawful and reasonably practicable to sell the rights, the depositary will attempt to 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.

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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).

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 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 and satisfactory documents by the depositary, as described in the deposit agreement, from us with our request to make any such distribution available to you, and provided the depositary has determined such distribution is lawful and reasonably practicable 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. The depositary may attempt to sell all or a portion of the distributed property sufficient to pay its fees and expenses in connection with that distribution. If any of the conditions above are not met, the depositary will attempt to 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 impracticable to make a distribution available to any ADS holders. We have no obligation to register ADSs, preferred 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, preferred shares, rights or anything else to ADS holders. This means that you may not receive the distributions we make on our preferred shares or any value for them if we or the depositary determine that it is not lawful or not practicable for us or the depositary to make them available to you. The depositary will hold any cash amounts or property it is unable to distribute in a non-interest bearing account for the benefit of the applicable holders and beneficial owners of ADSs until a distribution can be effected or such amounts and property that the depositary holds must be escheated as unclaimed property in accordance with the laws of the relevant states of the United States.

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 and 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 CVM, the Central Bank 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 deposits 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, and upon presentation of the applicable deposit certification, 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. Your ability to deposit shares and receive ADSs may be limited by U.S. and Brazilian legal considerations applicable at the time of deposit.

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How do ADS holders cancel an ADS?

You may present (or provide appropriate instructions to your broker to present) your ADSs to the depositary for cancellation and then receive the corresponding number of underlying preferred shares at the custodian’s offices. 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. The depositary may ask you to provide documents as the depositary may deem appropriate before it will cancel your ADSs and deliver the underlying preferred shares and any other property.

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 and provided the continued availability of certified ADSs in the U.S., the depositary will execute and deliver to you an ADR evidencing those ADSs.

Voting Rights

How do you vote?

If certain conditions in the deposit agreement are satisfied as further described below, you may instruct the depositary to vote the preferred shares or other deposited securities underlying your ADSs at any meeting at which holders of preferred shares or other deposited securities 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 “Item 10.B. Memorandum and Articles of Association—Rights of Our Common and Preferred Shares—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 (which provisions, if any, shall be summarized in pertinent part by us), 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 by the depositary in its notice to ADS holders. The depositary will endeavor, insofar as practicable and permitted under applicable law, the provisions of the deposit agreement, our bylaws and the provisions of or governing the deposited securities, to vote or cause the custodian to 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 provided that if the depositary timely receives voting instructions from you that fail to specify the manner in which deposited securities are to be voted, you will be deemed to have instructed the depositary to vote in favor of the items in the voting instructions. 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 except as provided below. 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.

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If (i) we make a timely request to the depositary as contemplated above and (ii) no timely voting instructions are received by the depositary from you with respect to the deposited securities represented by your ADSs on or before the date established by the depositary for such purpose, the depositary shall deem you to have instructed the depositary to give a discretionary proxy to a person designated by our board of directors with respect to such deposited securities and the depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the deposit agreement, our bylaws and the provisions of the deposited securities, to give or cause the custodian to give a discretionary proxy to a person designated by our board of directors to vote such deposited securities; provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which our board of directors informs the depositary that (x) the we do not wish such proxy given, (y) substantial opposition exists or (z) such matter materially and adversely affects the rights of holders of preferred shares.

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 you 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 liable 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 request.

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 the B3, 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 ADSs, the identity of any other persons then or previously interested in such ADSs 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 or preferred shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs 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 the B3, 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 and the B3

We will comply with Brazil’s Monetary Council Resolution 4373, dated as of September 29, 2013, and will furnish to the CVM, the Central Bank and the B3, 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.

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Ownership Restrictions

We may restrict transfers of the preferred shares where such transfer might result in ownership of preferred shares exceeding limits imposed by applicable laws or our bylaws. We may also restrict, in such manner as we deem appropriate, transfers of the ADSs where such transfer may result in the total number of preferred shares represented by the ADSs owned by a single ADS holder or beneficial owner of ADSs to exceed any such limits. We may, in our sole discretion but subject to applicable law, instruct the depositary to take action with respect to the ownership interest of any ADS holder or beneficial owner of ADSs in excess of the limits set forth in the preceding sentence, including, but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of an ADS holder or beneficial owner of ADSs of the preferred shares represented by the ADSs of such holder or beneficial owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and our bylaws. Notwithstanding the foregoing, neither we nor the depositary shall be obligated to ensure compliance with the foregoing ownership restrictions.

Reporting Obligations and Regulatory Approvals

Applicable laws and regulations, including those of the Central Bank, the CVM, the B3 and the Level 2 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, and pursuant to the deposit agreement, such holders and beneficial owners agree to make such determinations, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time and neither the depositary, the custodian nor we, nor any of their or our respective agents or affiliates shall be required to take any actions on behalf of such holders or beneficial owners to determine or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

Fees and Expenses

As an ADS holder, you will be required to pay the following service fees to the depositary 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 in 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$0.05 per ADS held
Distribution of ADSs pursuant to share dividends, free share distributions or exercise of rights	Up to US$0.05 per ADS held
Distribution of securities other than ADSs or rights to purchase ADSs	Up to US$0.05 per ADS held
Depositary operation and maintenance services	Up to US$0.05 per ADS held

As an ADS holder, you will also be responsible to pay certain fees and expenses incurred by the depositary 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, electronic 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; and

•any applicable fees and penalties thereon.

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The depositary fees payable upon the issuance and cancellation of ADSs are typically paid to the depositary by the brokers (on behalf of their clients) receiving the newly issued ADSs from the depositary and by the brokers (on behalf of their clients) delivering the ADSs to the depositary 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 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 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 uncertificated in direct registration), the depositary sends invoices to the applicable record date ADS holders. In the case of ADSs held in brokerage and custodian accounts (via DTC), the depositary 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.

Until the applicable depositary fees and expenses are paid, the depositary 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 may sell preferred shares or other depositary property held with respect to your ADSs and use the proceeds to satisfy your obligations to pay its fees and expenses.

Certain of the depositary fees and charges (such as the depositary services fee) may become payable shortly after the closing of the ADS offering. Note that the fees and charges you may be required to pay may vary over time and may be changed by us and by the depositary. You will receive prior notice of such changes.

The depositary reimburses us for certain expenses we incur in connection with the ADR program. These reimbursable expenses currently include legal and accounting fees, listing fees, investor relations expenses and fees payable to service providers for the distribution of material to ADR holders. In this context, for the year ended December 31, 2023, Citibank N.A. reimbursed us or paid on our behalf approximately US$275,488.84.

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 ADSs, any surrender of ADSs and withdrawal of deposited securities or the termination of the deposit agreement.

The depositary may refuse to issue ADSs, to deliver, transfer, split and combine ADSs or to release securities on deposit until all taxes and charges are paid by you. The depositary and the custodian may take reasonable administrative actions to obtain tax refunds and reduced tax withholding for any distributions on your behalf. However, you may be required to provide to the depositary and to the custodian proof of taxpayer status and residence and such other information as the depositary and the custodian may be required to fulfill legal obligations.

Each ADS holder will be responsible for the payment and/or reimbursement of any and all taxes effectively paid or incurred by us, the Depositary or the Custodian (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 property by such ADS holder. Each ADS holder will be responsible for the reporting of any false or misleading information, or the failure to report required information relating to foreign exchange transactions to the custodian or the Central Bank, as the case may be, in connection with deposits or withdrawals of deposited securities.

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If we change the nominal or par value of, split-up, cancel, consolidate or otherwise reclassify any of the deposited securities, or if we recapitalize, reorganize, merge, consolidate or sell our assets, any property which shall be received by the depositary or the custodian in exchange for, or in conversion of, or replacement of, or otherwise in respect of, the deposited securities shall, to the extent permitted by law, be treated as new deposited property under the deposit agreement, and the ADSs shall, subject to the provisions of the deposit agreement, any ADR(s) evidencing such ADSs and applicable law, represent the right to receive such additional or replacement deposited property. In connection with the foregoing, we may (i) issue and deliver additional ADSs as in the case of a stock dividend on the preferred shares, (ii) amend the deposit agreement and the applicable ADR(s), (iii) amend the applicable registration statement(s) in respect of the ADSs, (iv) call for the surrender of outstanding ADRs to be exchanged for new ADRs, and (v) take such other actions as are appropriate to reflect the transaction with respect to the ADSs.

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. The depositary will not consider to be materially prejudicial to your substantial rights any modification or supplement that are reasonably necessary for the ADSs to be registered under U.S. laws, in each case without imposing or increasing the fees and charges you are required to pay. In addition, the depositary may not be able to provide you with prior notice of any modifications or supplements that are required to accommodate compliance with applicable provisions of law. 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?

We have the right to direct the depositary to terminate the deposit agreement. Similarly, the depositary may in certain circumstances on its own initiative terminate the deposit agreement. In such cases, 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 and the custodian 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 to the depositary for cancellation under the terms of the deposit agreement and the ADS holders have satisfied any and all of their obligations thereunder (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 in New York facilities to record and process the issuance, cancellation, combination, split-up and transfer of ADRs.

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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 to the extent not prohibited by law.

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 negligence or bad faith;

•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 obligated to perform any act that is inconsistent with the terms of the deposit agreement;

•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;

•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, accountants, any person presenting preferred shares for deposit, any holder of ADSs or authorized representatives thereof, or any other person believed by any of us in good faith to be competent to give such advice or information;

•are not liable for any indirect, special, consequential or punitive damages for any breach of the terms of the deposit agreement;

•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;

•may rely upon any documents we believe in good faith to be genuine and to have been signed or presented by the proper party;

•are not obligated to appear in, prosecute or defend any action with respect to deposited property or the ADSs, except under the circumstances set forth in the deposit agreement; 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, 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.

In the deposit agreement, we and the depositary agree to indemnify each other under certain circumstances.

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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).

This right of withdrawal may not be limited by any other provision of the deposit agreement.

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.

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 or entity to whom the pre-release is being made (a) represents to the depositary in writing that at the time of the pre-release transaction it or its customer owns the preferred shares or ADSs that are to be delivered by it under such pre-release transaction, (b) agrees to indicate the depositary as owner of such preferred shares or ADSs in its records and to hold such preferred shares or ADSs in trust for the depositary until such preferred shares or ADSs are delivered to the depositary or the custodian, (c) unconditionally guarantees to deliver such preferred shares or ADSs to the depositary or the custodian, as the case may be, and (d) agrees to any additional restrictions or requirements that the depositary deems appropriate; (2) at all times 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.

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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.

ITEM 13.    DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

ITEM 14.    MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

None.

ITEM 15.    CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. We carried out an evaluation under the supervision of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2023. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon our evaluation, our chief executive officer and chief financial officer concluded in our internal control over financial reporting, our disclosure controls and procedures were not effective as of December 31, 2023. Through additional procedures prior to the filing, our consolidated financial statements included in this report fairly present, in all material respects, our financial position, results of operations, capital position, and cash flows for the periods presented, in conformity with the International Financial and Reporting Standards – IFRS, as issued by the International Accounting Standards Board – IASB.

Management’s Report on Internal Control over Financial Reporting

Our management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2023 in accordance with the criteria established in “Internal Control—Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. Based on such assessment and criteria, our management has identified material weaknesses as described below.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement in our annual financial statements will not be prevented or detected on a timely basis.

Management’s risk assessment process failed to identify certain risks of material misstatement and therefore impacted its ability to properly design, implement and execute significant classes of transactions and financial reporting controls to fully address the requirements of the COSO criteria and management also failed in the execution of certain relevant controls, including the validation of the completeness and accuracy of information derived from IT systems and end-user computing spreadsheets (information produced by the entity – IPE) used in the performance of those controls.

Despite the fact that the material weaknesses referred to above did not result in a material misstatement in our consolidated financial statements for the year ended December 31, 2023.

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Remediation Plan for Material Weaknesses in Internal Control over Financial Reporting Controls and related information produced by entity that support underlying data.

Throughout 2023, management was dedicated to establishing and executing proper controls within the information technology environment, successfully eliminating the existing related material weakness. However, we encountered failures or lack of controls in significant classes of transactions and financial reporting processes, primarily related to the accounting of the impacts of the capital restructuring effort which the company pursued in 2023. Additionally, we did not maintain adequate evidence concerning information produced by the entity (IPE) used in the performance of the significant classes of transactions related controls.

To address these material weaknesses, we will continue to train our team and review our internal controls matrix with the aim of enhancing its quality and effectiveness, thus ensuring compliance with the Sarbanes-Oxley Act (and the associated regulations issued by the SEC) and the Internal Control—Integrated Framework (2013) issued by COSO. To this end, we plan to implement suitable corrective measures and reassess our internal controls framework to reduce the risk of potential inaccuracies in our consolidated financial statements, which may involve engaging external parties.

Changes in Internal Control over Financial Reporting

Other than changes described under Remediation Plan above, there were no changes in our internal control over financial reporting that occurred during the period covered by this annual report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 16.    [RESERVED]

A.AUDIT COMMITTEE FINANCIAL EXPERT

Our board of directors has determined that Sérgio Eraldo de Salles Pinto, a member of our audit and compensation committee, meets the requirements of an “audit committee financial expert,” as defined by the SEC, and is an independent member of the audit committee under applicable SEC and NYSE rules.

See Item 6: “Directors, Senior Management and Employees—Directors and Senior Management—Board of Directors—Corporate Governance Committee.”

B.CODE OF ETHICS

We currently have a code of ethics which has been accepted by all of our directors and executive officers and other personnel. Our Code of Ethics and Conduct is available on our Investor Relations website at ri.voeazul.com.br, under the “Corporate Governance—Code of ethics” tab. The information on our website is not incorporated into this annual report.

C.PRINCIPAL ACCOUNTANT FEES AND SERVICES

The Audit Committee of our board of directors has adopted a policy of pre-approval of services of our independent registered public accounting firm. The police provides that the Audit Committee shall pre-approve all audit and non-audit services to be provided to Azul and its subsidiaries and affiliates by its independent auditors. The process by which this is carried out is as follows:

For recurring services, the Audit Committee reviews and pre-approves the independent registered public accounting firm’s annual audit services, comprised by the description of the services along with related fees. The Audit Committee also reviews and pre-approves other classes of recurring services along with the fee thresholds for pre-approved services. In the event that the additional services are required prior to the next scheduled Audit Committee meeting, pre-approvals of additional services must be submitted to the Audit Committed and cannot commence until such approval has been granted.

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All of the services in 2023 and 2022 under the Audit Fees, Audit Related Feed and Tax Fees categories below have been approved by the Audit Committee (in thousands of reais):

	Year Ended December,
	2023	2022
Audit Fees(1)	4,670	4,634
Audit-Related Fees(2)	4,195	338
Tax Fees(3)	—	—
Total	8,865	4,972		(1)	“Audit fees” are the fees billed in connection with the audit of our annual consolidated financial statements, the review of our quarterly financial information, and the statutory audits of subsidiaries.
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(2)	“Audit-related fees” refer to services related to the issuance of comfort letters and agreed upon procedures in 2022 and 2023.
(3)	“Tax Fees” refer to fees billed in connection with tax compliance services.

Our audit committee pre-approves all audit and non-audit services provided by our independent auditor pursuant to the Sarbanes-Oxley Act of 2002.

D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Not applicable.

F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Not applicable.

G.CORPORATE GOVERNANCE

As a foreign private issuer, we may follow our home country’s corporate governance practices in lieu of most of the NYSE’s corporate governance listing standards. Pursuant to Section 303A.11 of the Listed Company Manual of the NYSE, we are required to provide a summary of the significant ways in which our corporate governance practices differ from those required for U.S. companies under the NYSE listing standards. The table below discloses the significant differences between our corporate governance practices and the NYSE.

NYSE Standards	Our Corporate Governance Practices
Director Independence. Majority of board of directors must be independent. “Controlled companies,” which would include our company if we were a U.S. issuer, are exempt from this requirement. A controlled company is one in which more than 50% of the voting power is held by an individual, group or another company, rather than the public. §303A.01	Director Independence. A majority of our board of directors qualify as independent directors under the listing rules of the Brazilian stock exchanges.
Executive Sessions. Non-management directors must meet regularly in executive sessions without management. Independent directors should meet alone in an executive session at least once a year. §303A.03	Executive Sessions. Our corporate governance practices do not require non-management directors to meet regularly in executive sessions without management and independent directors are not required to meet alone in an executive session at least once a year.		Azul S.A.	175
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Nominating/Corporate Governance Committee. Nominating/corporate governance committee of independent directors is required. The committee must have a charter specifying the purpose, duties and evaluation procedures of the committee. “Controlled companies” are exempt from these requirements. §303A.04 As a controlled company, we would be exempt from this requirement if we were a U.S. issuer.	Governance Committee. We have a Governance Committee to be converted into an Environmental, Social and Governance Committee, or simply “ESG Committee”, which covers specific competencies to improve the implementation and maintenance of best market practices, like (i) develop and oversee the ESG plan, ensuring action plans are integrated and align with internal procedures for implementation; (ii) assist the executive team in updating the Company's Code of Ethics and Conduct; (iii) advise on joining or continuing participation in national or international ESG-related agreements; and (iv) help prepare and update reports showing the Company's ESG efforts to stakeholders.<br><br>The ESG Committee consisting of four members, two of whom must qualify as independent directors under the listing rules of the Brazilian stock exchanges, that are elected by and report directly to our board of directors. The purpose, roles, duties and procedures of the ESG Committee are specified by the ESG Committee’s Internal Regulations.
Compensation Committee. Compensation committee of independent directors is required, which must evaluate and approve executive officer compensation. The committee must have a charter specifying the purpose, duties and evaluation procedures of the committee. “Controlled companies” are exempt from this requirement. §303A.05<br><br>As a controlled company, we would be exempt from this requirement if we were a U.S. issuer.	Compensation Committee. We have a Compensation Committee consisting of three members, two of whom must qualify as independent directors under the listing rules of the Brazilian stock exchanges, that are elected by and report directly to our board of directors. The purpose, roles, duties and procedures of the Compensation Committee are (i) reviewing corporate goals; (ii) evaluating certain executive compensation arrangements as well as the performance of key executives, and<br><br>(iii) recommending compensation, incentive-compensation and stock option and restricted stock plans to the board of executive officers.<br><br>More about the purpose of this committee are specified by the Compensation Committee’s Internal Regulations.
Audit Committee. Audit committee satisfying the independence and other requirements of Exchange Act Rule 10A-3 and the more stringent requirements under the NYSE standards is required. §§303A.06, 303A.07	Audit Committee. We have an Audit Committee composed of three members who are elected by our board of directors and, according to our bylaws, a majority of which must be independent members. The members are appointed for a two-year term of office, being permitted reelection, with a limit of ten consecutive years in office. Upon reaching the ten consecutive year limit, members will become eligible to serve on this committee again after three years from the end of his or her 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) evaluating and monitoring related party transactions; and (iv) evaluating our internal controls, among other things. All of our Audit Committee members qualify as directors under the listing rules of the Brazilian stock exchanges and at least one member of the audit committee is an audit committee “financial expert” within the meaning of the SEC rules and regulations.		176	Azul S.A.
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Equity Compensation Plans. Equity compensation plans require shareholder approval, subject to limited exemptions. §§303A.08 & 312.03	Equity Compensation Plans. Our equity based compensation plans require shareholder approval. The grants under the plans require approvals from the Compensation Committee and our board of directors.
Shareholder Approval for Issuance of Securities. Issuances of securities (1) that will result in a change of control of the issuer, (2) that are to a related party or someone closely related to a related party, (3) that have voting power equal to at least 20% of the outstanding common stock voting power before such issuance or (4) that will increase the number of shares by at least 20% of the number of outstanding shares before such issuance require shareholder approval. §§312.03(b)-(d)	Shareholder Approval for Issuance of Securities. Issuances of securities require shareholder approval by absolute majority vote, with certain limited exceptions provided for in our bylaws.
Code of Business Conduct and Ethics. Corporate governance guidelines and a code of business conduct and ethics is required, with disclosure of any waiver for directors or executive officers. The code must contain compliance standards and procedures that will facilitate the effective operation of the code. §303A.10	Code of Business Conduct and Ethics. Our Code of Ethics and Conduct, or the Code, last updated and approved by the board of directors on August 10th, 2023, sets forth the ethical principles and standards of conduct that guide the businesses and decisions of the Company. The Code contains policies, standards, reporting procedures and other compliance procedures and established the Ethics and Conduct Committee and Canal Confidencial (the whistleblower channel) to provide full transparency to and intensify the dissemination of the Code. The Ethics and Conduct Committee is responsible for the management of the Code, ensuring its compliance and adequacy to the reality of the business environment of Azul. The Canal Confidencial consists of a direct communications platform that can be used by crewmembers to solve any doubts, obtain clarifications or file reports.
Conflicts of Interest. Determination of how to review and oversee related party transactions is left to the listed company. The audit committee or comparable body, however, could be considered the forum for such review and oversight. §307.00. Certain issuances of common stock to a related party require shareholder approval. §312.03(b)	Conflicts of Interest. Conflicts of interest and related party transactions are governed by the Related-Party Transactions Policy of Azul, which was approved by our board of directors in November 2017, and amended in November 2019. The policy sets forth the reporting requirements of key management, the review and oversight procedures of the legal department, the standards of evaluation and approval of related party transactions by the legal department or board of directors, including the Audit Committee and ESG Committee, as applicable, the required disclosure of certain related party transactions, and penalties for noncompliance with the policy. The policy also prohibits certain related party transactions and exempts certain other transactions from the requirements of the policy.
Solicitation of Proxies. Solicitation of proxies and provision of proxy materials is required for all meetings of shareholders. Copies of such proxy solicitations are to be provided to NYSE. §§402.00 & 402.04	Solicitation of Proxies. The solicitation of proxies and provision of proxy materials for the general shareholders’ meeting are governed by Brazilian Corporate Law, our bylaws and the listing agreement signed with the NYSE.

H.MINE SAFETY DISCLOSURE

Not applicable.

I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

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J.INSIDER TRADING POLICIES

Not applicable.

K.CYBERSECURITY

Cybersecurity Risk Management and Strategy

We recognize the importance of assessing, identifying, and managing material risks associated with cybersecurity threats, as such term is defined in Item 106(a) of Regulation S-K. These risks include, among other things: operational risks, intellectual property theft, fraud, extortion, harm to employees or customers and violation of data privacy or security laws.

Identifying and assessing cybersecurity risk is integrated into our overall risk management systems and processes and are based on best practices provided by international standards such as the National Institute of Standards and Technology ("NIST"), European Union Agency for Cybersecurity (“ENISA”), Cloud Security Alliance (“CSA”), ISO/IEC 27001, ISO/IEC 27701 and comply with applicable local data privacy legislation and the Sarbanes-Oxley Act. Cybersecurity risks related to our business, technical operations, privacy and compliance issues are identified and addressed through a multi-faceted approach including third party assessments, internal IT audit, IT security, governance, risk and compliance reviews. To defend, detect and respond to cybersecurity incidents, we, among other things: (i) conduct proactive privacy and cybersecurity reviews of systems and applications, (ii) audit applicable data policies, (iii) perform penetration testing using external third-party tools and techniques to test security controls, continuously and automated testing and validating cybersecurity defenses against threats in real time, helping to reduce exposure and prioritize remediation efforts. We also rely on the support of PwC (a multinational auditing and business consulting firm) for internal auditing for SOC, 24x7 monitoring and IT assets, (iv) conduct employee training, (v) monitor emerging laws and regulations related to data protection and information security (including our consumer products) and (vi) implement appropriate changes.

We have implemented incident response and breach management processes which have the following stages: (i) preparation, (ii) identification and reporting, (iii) initial analysis, registration and appointment of the incident response team, (iv) prioritization of the incident, (v) containment, remediation and recovery and (vi) post-incident activities. Such incident responses are overseen by the Incident Management Team. Security events and data incidents are evaluated, ranked by severity and prioritized for response and remediation. Incidents are evaluated to determine materiality as well as operational and business impact, and reviewed for privacy impact. Incidents that may have severe impacts on the company will be addressed in accordance with the Cyber Crisis Response Plan.

We also conduct exercises to simulate responses to cybersecurity incidents. Our team of cybersecurity professionals then collaborate with technical and business stakeholders across our business units to further analyze the risk to the company, and form detection, mitigation and remediation strategies. As part of the above processes, we regularly engage external auditors and consultants to assess our internal cybersecurity programs and compliance with applicable practices and standards.

Our risk management program also assesses third party risks, and we perform third-party risk management to identify and mitigate risks from third parties such as suppliers, and other business partners associated with our use of third-party service providers. Cybersecurity risks are evaluated when determining the selection and oversight of applicable third-party service providers and potential fourth-party risks when handling and/or processing our employee, business or customer data We conduct cyber maturity assessments, with the support of AON (british multinational risk management company), based on the NIST framework and ISO/IEC 27001, based on an analysis of the security domains and critical controls of the organizations assessed.

We describe whether and how risks from identified cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition, under the heading “We depend significantly on automated systems and any cyberattacks, breakdown, hacking or changes in these systems may adversely affect us” included as part of our risk factor disclosures at Item 3D of this annual report.

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Cybersecurity Governance

Cybersecurity is an important part of our risk management processes and an area of focus for our board and management.

Board Oversight

The Information Security Management System (ISMS) established to safeguard the critical information assets of our company. The ISMS operates under the oversight of the IT Board, represented by Mr. Felipe Starling Medeiros as the CIO, and reports directly to the General Manager, Mr. Robson Braga da Costa.

The ISMS is designed with a comprehensive approach to information security, encompassing four key teams:

•Governance, Risk Management, and Compliance (GRC): This team establishes the overarching security framework, including policies, procedures, and standards. They conduct risk assessments, ensuring compliance with relevant regulations and industry best practices.

•Identity and Access Management (IAM): This team focuses on managing user identities and access privileges to sensitive data and systems. They implement access controls, user provisioning and de-provisioning.

•Cybersecurity (CIS): This team takes a proactive approach to defending our systems and data from cyber threats. They deploy firewalls, intrusion detection/prevention systems, and vulnerability management programs. Additionally, they conduct security awareness training for employees.

•Data Protection & Privacy (DPP): This team ensures the airline meets all data protection and privacy regulations. They manage data classification, implement data loss prevention (DLP) solutions, and oversee incident response procedures in case of data breaches.

Reporting and Oversight

The Information Security team reports directly to the CIO, providing regular updates on security posture, identified risks, and implemented controls. The IT Board receives periodic reports on ISMS effectiveness, ensuring alignment with the organization's overall IT strategy and risk management framework.

The structured approach to Information Security scope

Comprehensive Security: Addresses information security from all angles, including governance, risk, compliance, identity, access control, cyber threats, and data protection.

Centralized Management: Provides a single point of accountability for information security within the IT department.

Risk-Based Approach: Focuses resources on the most critical risks to the airline's information assets.

Alignment with Regulations: Ensures compliance with relevant data protection and privacy regulations.

Improved Security Culture: Fosters a culture of security awareness across the organization.

Therefore, it is concluded that implemented ISMS structure provides a robust framework for protecting our airline's sensitive information. The dedicated teams and clear reporting structure ensure a proactive approach to information security, minimizing risks and safeguarding valuable data assets.

This report offers a high-level overview of the ISMS. For further details on specific policies, procedures, or team responsibilities, please refer to the dedicated ISMS documentation.

Azul reinforces that has not experienced any material cybersecurity incident recently and continues to monitor and improves its security measures constantly.

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ITEM 17.    FINANCIAL STATEMENTS

We have responded to Item 18 in lieu of responding to this Item.

ITEM 18.    FINANCIAL STATEMENTS

See our audited consolidated financial statements beginning on page F-1.

ITEM 19.    EXHIBITS

Exhibit<br>Number	Description
1.1*	Bylaws of the Registrant (English Translation)
2.d**	Description of the Securities
2.1*	Form of Deposit Agreement among the Registrant, Citibank, N.A., as depositary, and the Owners and Holders from time to time of American Depositary Shares issued thereunder (previously filed as Exhibit 99(d) of Form F-6 (File No. 333-263414) as filed with the SEC on March 10, 2022, and incorporated by reference herein).
2.2*	Indenture, dated as of October 26, 2017, among Azul Investments LLP, Azul S.A., Azul Linhas Aéreas Brasileiras S.A. and U.S. Bank National Association, in connection with the 5.875% Senior Notes Due 2024(previously filed as Exhibit 2.2 of Form 20-F (File No. 001-38049) as filed with the SEC on April 27, 2018, as incorporated by reference herein.)
2.3†*	Indenture, dated as of June 15, 2021, among Azul Investments LLP, Azul S.A., Azul Linhas Aéreas Brasileiras S.A. and UMB Bank, National Association, in connection with the 7.250% Senior Notes Due 2026 (previously filed as Exhibit 2.3 of Form 20-F (File No. 001-38049) as filed with the SEC on April 20, 2023, as incorporated by reference herein..
2.4**	Supplemental Indenture, dated as of July 14, 2023, among Azul Investments LLP, Azul S.A., Azul Linhas Aéreas Brasileiras S.A. andexhibit24-supplementalinde.htmU.S. Bank National Association, in connection with the 5.875% Senior Notes Due 2024
2.5**	Supplemental Indenture, dated as of July 14, 2023, among Azul Investments LLP, Azul S.A., Azul Linhas Aéreas Brasileiras S.A. andexhibit25-supplementalinde.htmUMB Bank, National Association, in connection with the 7.250% Senior Notes Due 2026
2.6**	Base Indenture, dated as of July 14, 2023, among Azul Secured Finance LLP, Azul S.A., Azul Linhas Aéreas Brasileiras S.A., Intelazulexhibit26-baseindenture_20.htmS.A., ATS Viagens e Turismo Ltda., Azul IP Cayman Holdco LTD., Azul IP Cayman LTD., UMB Bank, National Association, and TMFexhibit26-baseindenture_20.htmBrasil Administração e Gestão de Ativos Ltda.
2.7**	First Supplemental Indenture, dated as of July 14, 2023, among Azul Secured Finance LLP, Azul S.A., Azul Linhas Aéreas Brasileirasexhibit27-firstsupplementa.htmS.A., Intelazul S.A., ATS Viagens e Turismo Ltda., Azul IP Cayman Holdco LTD., Azul IP Cayman LTD., UMB Bank, Nationalexhibit27-firstsupplementa.htmAssociation, and TMF Brasil Administração e Gestão de Ativos Ltda., in connection with the 11.500% Senior Secured Second Out
2.8**	Second Supplemental Indenture, dated as of July 14, 2023, among Azul Secured Finance LLP, Azul S.A., Azul Linhas Aéreasexhibit28-secondsupplement.htmBrasileiras S.A., Intelazul S.A., ATS Viagens e Turismo Ltda., Azul IP Cayman Holdco LTD., Azul IP Cayman LTD., UMB Bank,exhibit28-secondsupplement.htmNational Association, and TMF Brasil Administração e Gestão de Ativos Ltda., in connection with the 10.875% Senior Secured Secondexhibit28-secondsupplement.htmOut Notes due 2030
2.9**	Indenture, dated as of July 20, 2023, among Azul Secured Finance LLP, Azul S.A., Azul Linhas Aéreas Brasileiras S.A., Intelazul S.A.,exhibit29-indenture_2028no.htmATS Viagens e Turismo Ltda., Azul IP Cayman Holdco LTD., Azul IP Cayman LTD., UMB Bank, National Association, and TMF Brasilexhibit29-indenture_2028no.htmAdministração e Gestão de Ativos Ltda., in connection with the 11.930% Senior Secured First Out Notes Due 2028
2.10**	Indenture, dated as of September 28, 2023, among Azul Investments LLP, Azul S.A., Azul Linhas Aéreas Brasileiras S.A. and U.S. Bank National Association, in connection with the 7.500% Senior Notes Due 2030
2.11**	Supplemental Indenture, dated as of October 31, 2023, among Azul Secured Finance LLP, Azul S.A., Azul Linhas Aéreas Brasileiras S.A., Intelazul S.A., ATS Viagens e Turismo Ltda., Azul IP Cayman Holdco LTD., Azul IP Cayman LTD., UMB Bank, National Association, and TMF Brasil Administração e Gestão de Ativos Ltda., in connection with the 11.930% Senior Secured First Out Notes Due 2028		180	Azul S.A.
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4.1†*	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; Amendment No. 26, dated as of July 30, 2014; and Amendment No. 27, dated as of September  24, 2015. (previously filed as Exhibit 10.1 of Pre-Effective Amendment No.  1 to our registration statement on Form F-1 (File No. 333-215908) as filed with the SEC on March 3, 2017 and incorporated by reference herein).
4.2*	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. (previously filed as Exhibit 10.2 of Pre-Effective Amendment No. 1 to our registration statement on Form F-1 (File No.  333-215908) as filed with the SEC on March 3, 2017 and incorporated by reference herein).
4.3*	First Amendment to the Investment Agreement, dated as of August 15, 2012, between Azul S.A., Trip Participações S.A., Trip Investimentos Ltda. and Rio Novo Locações Ltda. (including the restated version of the Investment Agreement as Exhibit I); the Second Amendment to the Investment Agreement, dated as of December 27, 2013; the Third Amendment to the Investment Agreement, dated as of October 22, 2014; the Fourth Amendment to the Investment Agreement, dated as of June 26, 2015, between Azul S.A., Trip Participações S.A., Trip Investimentos Ltda., Rio Novo Locações Ltda. and Calfinco, Inc.; and the Fifth Amendment to the Investment Agreement, dated as of August 3, 2016, between Azul S.A., Trip Participações S.A., Trip Investimentos Ltda., Rio Novo Locações Ltda., Calfinco, Inc. and Hainan Airlines Holding Co. Ltd. (previously filed as Exhibit 10.7 of Pre-Effective Amendment No. 1 to our registration statement on Form F-1 (File No. 333-215908) as filed with the SEC on March 3, 2017 and incorporated by reference herein).
4.4*	A320 NEO Purchase Agreement, dated as of October 24, 2014, between Airbus S.A.S. and Azul Finance LLC., including Amendment No.  1 to the A320 NEO Purchase Agreement, dated as of December 21, 2015. (previously filed as Exhibit 10.9 of Pre-Effective Amendment No. 1 to our registration statement on Form F-1 (File No. 333-215908) as filed with the SEC on March 3, 2017 and incorporated by reference herein).
4.4.1*	Amendment Nº 2 to the A320 NEO Purchase Agreement dated as of July 20, 2018; Amendment Nº 3 to the A320 NEO Purchase Agreement, dated as of July 20, 2018 (previously filed as Exhibit 4.6.1 to Form 20-F/A (File No. 001-38049) as filed with the SEC on July 18, 2019 and incorporated by reference herein).
4.4.2†*	Amendment Nº 4 to the A320 NEO Purchase Agreement, dated as of December 26, 2019, Amendment Nº 5 to the A320 NEO Purchase Agreement, dated as of December 26, 2019, Amendment Nº 6 to the A320 NEO Purchase Agreement, dated as of August 28, 2020 (previously filed as Exhibit 4.4.2 to Form 20-F (File No.001-38049) as filed with the SEC on April 30, 2021 and incorporated by reference herein).
4.5†*	Purchase Agreement COM0384-14, dated as of December 30, 2014, between Embraer S.A. and Azul Finance 2 LLC., including Amendment No. 1, dated as of September 4, 2015; Amendment No. 2, dated as of March 2, 2016; and Amendment No. 3, dated as of March 31, 2016. (previously filed as Exhibit 10.10 of Pre-Effective Amendment No. 1 to our registration statement on Form F-1 (File No. 333-215908) as filed with the SEC on March 3, 2017 and incorporated by reference herein).
4.5.1†*	Amendment No. 4, dated as of December 22, 2016, to the Purchase Agreement COM0384-14, dated as of December  30, 2014, between Embraer S.A. and Azul Finance 2 LLC (previously filed as Exhibit 10.13 of Form F-1 (File No. 333-220433) as filed with the SEC on September 12, 2017, and incorporated by reference herein).
4.5.2†*	Amendment Nº 5 to Purchase Agreement COM0384-14, dated as of December 14, 2018, Amendment Nº 6 to Purchase Agreement COM0384-14, dated as ofhttps://www.sec.gov/Archives/edgar/data/0001432364/000162828021008429/a0452_1xamednmentno5topaxs.htmNovember 20, 2019 (previously filed as Exhibit 4.5.2 to Form 20-F (File No.001-38049) as filed with the SEC on April 30, 2021 and incorporated by reference herein).
4.6†*	Contract for Sale and Other Covenants, dated as of November 28, 2019, between Petrobras Distribuidora S.A. and Azul Linhas Aéreas Brasileiras S.A. (previously filed as Exhibit 4.6 to our annual report on Form 20-F for the year ended December 31, 2019, as filed with the SEC on April 30, 2020 and incorporated by reference herein).
4.7**	Intercreditor, Collateral Sharing and Accounts Agreement, dated as of July 14, 2023, among Azul Secured Finance LLP, Azul S.A., other obligors,exhibit47-intercreditoragr.htmTMF Brasil Administração e Gestão de Ativos Ltda., UMB Bank, National Association, Aercap Administrative Services Limited and. Vórtxexhibit47-intercreditoragr.htmDistribuidora de Títulos e Valores Mobiliários Ltda.		Azul S.A.	181
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4.8**	Supplement No. 1 to the Intercreditor, Collateral Sharing and Accounts Agreement, dated as of July 20, 2023, among Azul Secured Finance LLP,exhibit48-supplementno1tot.htmAzul S.A., other obligors, TMF Brasil Administração e Gestão de Ativos Ltda., UMB Bank, National Association, Aercap Administrative Servicesexhibit48-supplementno1tot.htmLimited and. Vórtx Distribuidora de Títulos e Valores Mobiliários Ltda.
4.9**	Supplement No. 2 to the Intercreditor, Collateral Sharing and Accounts Agreement, dated as of October 31, 2023, among Azul Secured Financeexhibit49-supplementno2tot.htmLLP, Azul S.A., other obligors, TMF Brasil Administração e Gestão de Ativos Ltda., UMB Bank, National Association, Aercap Administrativeexhibit49-supplementno2tot.htmServices Limited and. Vórtx Distribuidora de Títulos e Valores Mobiliários Ltda.
8.1**	List of subsidiaries of the Company
12.1**	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12.2**	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
13.1**	Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
13.2**	Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
23.1 **	Consent of Ernst & Young Auditores Independentes S/SLtda.
97**	Dodd-Frank Clawback Policy adopted by Azul S.A.
101.INS**	Inline XBRL Instance Document
101.SCH**	Inline XBRL Taxonomy Extension Schema Document
101.CAL**	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE**	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)		(*)	Previously filed.
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(**)	Filed herewith.
†	Certain identified confidential information has been redacted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.		182	Azul S.A.
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Signatures

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and has duly caused and authorized the undersigned to sign this annual report on its behalf.

Azul S.A.
By:	/s/ John Peter Rodgerson
	Name: John Peter Rodgerson
	Title: Chief Executive Officer
By:	/s/ Alexandre Wagner Malfitani
	Name: Alexandre Wagner Malfitani
	Title: Chief Financial Officer and Investor Relations Officer

Barueri/SP, Brazil

May 15, 2024

Azul S.A.	183
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Azul S.A.

Consolidated Financial Statements

December 31, 2023, 2022 and 2021

with Reports of Independent Registered Public Accounting Firm

Azul S.A.	Consolidated Financial Statements	F-1
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Index to Financial Statements

	Page
Reports of Independent Registered Public Accounting Firm by Ernst & Young Auditores Independentes S/S Ltda. (PCAOB ID: 1448)	F-3
Consolidated Statementsof Financial Position	F-9
Consolidated Statements of Operations	F-11
Consolidated Statements of Comprehensive Loss	F-12
Consolidated Statements of Changes in Equity	F-13
Consolidated Statements of Cash Flows	F-14
Notes to the Consolidated Financial Statements	F-15
F-2	Consolidated Financial Statements	Azul S.A.
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Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Azul S.A.

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of financial position of Azul S.A. (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive loss, changes in equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated May 15, 2024, expressed an adverse opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

| Azul S.A. | Report of Independent Registered Public Accounting | F-3 | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- || | | Passenger revenue (including breakage) | | --- | --- | --- | | Description of the Matter | The Company’s passenger revenue was R$17,227,728 thousand for the year ended December 31, 2023. Passenger revenue is recognized when air transportation is actually provided. Tickets sold and loyalty program (“TudoAzul”) points issued, but not yet used are deferred and recorded as a liability under “Air traffic liability and loyalty program”, net of the estimated revenue from air tickets and TudoAzul points that will expire unused (breakage). As disclosed in Note 25.2 to the consolidated financial statements, the Company’s estimate of breakage was R$576,245 thousand at December 31, 2023.<br><br>Breakage is estimated using statistical models primarily based on historical data, ticket terms and customers’ travel behavior. Breakage on outstanding loyalty program points is estimated using statistical models based on historical data, including redemption patterns.<br><br>Auditing passenger revenue (including breakage) was especially challenging since passenger revenue recognition is highly dependent on information technology systems and due to the complexity of the estimates used by management, such as expectations of the expiration of unused tickets and loyalty program points future redemption patterns. | | How We Addressed the Matter in Our Audit | | To test passenger revenue, including the estimate of breakage, our audit procedures included, among others, obtaining external confirmations for a sample of the accounts receivable balance; tracing a sample of passenger revenues to third-party evidence and flight logs; using automated audit techniques to assist us in validating the air traffic liability; and, comparing breakage rates with historical data and analyzing breakage rate trends over the years. We also assessed the Company’s disclosures in respect of passenger revenue and breakage in Notes 33 and 25, respectively, to the consolidated financial statements. || F-4 | Report of Independent Registered Public Accounting | Azul S.A. | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- || | Maintenance reserve | | --- | --- | | Description of the Matter | As disclosed in Note 11.2 to the consolidated financial statements, at December 31, 2023, the Company’s maintenance reserve deposits, net of the provision for loss, were R$1,874,958 thousand. Under the terms of certain agreements with aircraft and engine lessors, as aircraft and engines are used, the Company is required to pay deposits to lessors to be held as collateral for the performance of major maintenance activities, which are then reimbursable upon completion of the maintenance event.<br><br>The Company assesses whether its maintenance reserve deposits are expected to be recovered based on the expected usage of the aircraft and timing of future maintenance events. A provision for loss is recorded for deposits that will probably not be recovered.<br><br>Auditing the recoverability of the maintenance reserve deposits was especially challenging due to the degree of judgment required in estimating the expected usage of the aircraft and timing of future maintenance events. | | How We Addressed the Matter in Our Audit | To test the maintenance reserve deposits balance, net of the provision for loss, our audit procedures included, among others, confirming maintenance reserve deposit balances for individual contracts with the respective lessors; tracing elements of actual maintenance expenses incurred to supporting documentation; evaluating the Company’s analysis of the recoverability of the maintenance reserve deposits that includes the assessment of the timing of future maintenance event and expected usage of the aircraft; and, comparing relevant inputs in the Company’s estimate to contractual agreements with the lessors. We also assessed the Company’s disclosures in respect of its maintenance reserve deposits in Note 11 to the consolidated financial statements. || | Net working capital and capital structure | | --- | --- | | Description of the Matter | As more fully described in Note 2.2 to the consolidated financial statements, at December 31, 2023, the Company’s negative equity was R$21,327,848 thousand, negative net working capital was R$9,704,733 thousand and loss for the year then ended was R$2,380,456 thousand. Management assessed its business plan approved by the Board of Directors to determine whether the Company is capable of continuing its operations and fulfilling its obligations.<br><br>Auditing management’s assessment was complex and required significant auditor judgement, as the judgements and assumptions applied by management in making their assessment include estimating future demand and revenue as well as evaluating the impacts from negotiations with lessors and financial institutions, the Company’s access to additional capital and other future market conditions that are subject to significant estimation uncertainty. Those assumptions and judgements are forward-looking and could be affected by future economic events and market conditions. | | How We Addressed the Matter in Our Audit | To test management’s assessment our audit procedures included, among others, involving our valuation specialists to assist in evaluating management’s financial forecasting model and key assumptions; testing the mathematical accuracy of that model; comparing key inputs against historical financial information and records and performing a sensitivity analysis. We also assessed the Company’s disclosures in respect of its capital structure and net working capital in Note 2.2 to the consolidated financial statements. || Azul S.A. | Report of Independent Registered Public Accounting | F-5 | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- || | Modifications to aircraft right-of-use assets and lease liabilities | | --- | --- | | Description of the Matter | At December 31, 2023, the Company’s aircraft right-of-use assets, net of accumulated depreciation, was R$6,862,385 thousand, as disclosed in Note 16.2 to the consolidated financial statements. Also, the Company’s aircraft lease liabilities at December 31, 2023 were R$14,909,157 thousand, as disclosed in Notes 19.3, 19.4 and 19.5 to the consolidated financial statements. Also, as more fully disclosed in Note 2.1.4.5, the Company’s modifications to its aircraft lease agreements with its lessors were complex and affected a large number of its aircraft lease agreements.<br><br>Auditing the modifications to aircraft lease agreements was especially challenging due to the significance of the amounts involved and the complexity of the modifications to aircraft lease agreements, as well as the uncertainties involved and the degree of judgment exercised by management in determining significant assumptions, which include, among others, the discount rate used to measure the lease liability. | | How We Addressed the Matter in Our Audit | To test the Company’s aircraft lease modifications, our audit procedures included, among others, reading the modified lease contracts to understand their terms and conditions, including assessing whether they are in the scope of IFRS 16 Leases; assessing the criteria adopted by the management for a sample of agreements by recalculating the amounts involved for these transactions; testing the timing of recognition of the lease modifications with the respective lease agreements; and, involving our specialists to assist us with the evaluation of management’s assumptions and judgments used to determine the discount rate used to measure the lease liability. We also assessed the Company’s disclosures in respect to lease modifications, the aircraft right-of-use assets and lease liabilities in Notes 2.1.4.5, 16 and 19 to the consolidated financial statements, respectively. |

/s/ Ernst & Young Auditores Independentes S/S Ltda.

We have served as the Company’s auditor since 2009.

São Paulo, Brazil

May 15, 2024

| F-6 | Report of Independent Registered Public Accounting | Azul S.A. | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- |

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of

Azul S.A.

Opinion on Internal Control Over Financial Reporting

We have audited Azul S.A.’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, because of the effect of the material weaknesses described below on the achievement of the objectives of the control criteria, Azul S.A. (the Company) has not maintained effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weaknesses have been identified and included in management’s assessment. Management’s risk assessment process failed to identify certain risks of material misstatement and therefore impacted its ability to properly design, implement and execute significant classes of transactions and financial reporting controls to fully address the requirements of the COSO criteria. Management also failed in the execution of certain relevant controls, including the validation of the completeness and accuracy of information derived from IT systems and end-user computing spreadsheets (information produced by the entity – IPE) used in the performance of those controls.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s consolidated statements of financial position as of December 31, 2023 and 2022, and the related consolidated statements of operations, comprehensive loss, changes in equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes. These material weaknesses were considered in determining the nature, timing and extent of audit tests applied in our audit of the 2023 consolidated financial statements, and this report does not affect our report dated May 15, 2024, which expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

| Azul S.A. | Report of Independent Registered Public Accounting | F-7 | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- |

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

/s/ Ernst & Young Auditores Independentes S/S Ltda.

São Paulo, Brazil

May 15, 2024

F-8	Report of Independent Registered Public Accounting	Azul S.A.
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Consolidated Statements of Financial Position
As of December 31, 2023 and 2022
(In thousands of Brazilian reais – R$)				December 31,
---	---	---	---
Assets	Note	2023	2022
Current assets
Cash and cash equivalents	6	1,897,336	668,348
Accounts receivable	8	1,109,408	1,803,998
Aircraft sublease	9	14,592	70,193
Inventories	10	799,208	721,738
Deposits	11	515,692	1,025,168
Taxes recoverable	12	219,433	234,891
Derivative financial instruments	23	21,909	36,054
Advances to suppliers	13	221,051	121,697
Other assets		245,518	189,849
Total current assets		5,044,147	4,871,936
Non-current assets
Long-term investments	7	780,312	733,043
Aircraft sublease	9	16,210	105,860
Deposits	11	1,777,803	1,514,393
Derivative financial instruments	23	—	235,896
Other assets		143,781	328,005
Property and equipment	15	2,295,851	1,953,089
Right-of-use assets	16	9,011,558	7,552,548
Intangible assets	17	1,463,247	1,426,523
Total non-current assets		15,488,762	13,849,357
Total assets		20,532,909	18,721,293

The accompanying notes are an integral part of these consolidated financial statements.

Azul S.A.	Consolidated Financial Statements	F-9
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Consolidated Statements of Financial Position
As of December 31, 2023 and 2022
(In thousands of Brazilian reais – R$)				December 31,
---	---	---	---
Liabilities and equity	Note	2023	2022
Current liabilities
Loans and financing	18	1,100,051	1,112,940
Reverse factoring	22	290,847	753,352
Leases	19	3,687,392	4,025,948
Convertible debt instruments	20	25,807	14,789
Accounts payable	21	2,277,841	2,517,828
Airport taxes and fees	24	588,404	831,897
Air traffic liability and loyalty program	25	5,205,876	4,140,025
Salaries and benefits	26	474,797	479,412
Taxes payable	27	142,168	193,588
Derivative financial instruments	23	68,905	69,365
Provisions	28	736,430	834,288
Other liabilities		150,362	82,673
Total current liabilities		14,748,880	15,056,105
Non-current liabilities
Loans and financing	18	8,598,861	6,119,759
Leases	19	11,459,019	10,556,885
Convertible debt instruments	20	1,175,803	1,388,930
Accounts payable	21	1,320,927	516,971
Airport taxes and fees	24	1,171,679	502,872
Taxes payable	27	112,287	71,595
Derivative financial instruments	23	840	175,210
Deferred income tax and social contribution	14	39,526	—
Provisions	28	2,404,423	2,408,706
Other liabilities		828,512	931,760
Total non-current liabilities		27,111,877	22,672,688
Equity	30
Issued capital		2,314,821	2,313,941
Advance for future capital increase		789	61
Capital reserve		2,029,610	1,970,098
Treasury shares		(9,041)	(10,204)
Other comprehensive income		3,106	5,281
Accumulated losses		(25,667,133)	(23,286,677)
		(21,327,848)	(19,007,500)
Total liabilities and equity		20,532,909	18,721,293

The accompanying notes are an integral part of these consolidated financial statements.

F-10	Consolidated Financial Statements	Azul S.A.
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Consolidated Statements of Operations
Years ended December 31, 2023, 2022 and 2021
(In thousands of Brazilian reais – R$, except basic and diluted loss per share)				Years ended December 31,
---	---	---	---	---
	Note	2023	2022	2021
Passenger revenue		17,227,728	14,594,945	8,811,044
Other revenues		1,326,697	1,353,122	1,164,685
Total Revenue	33	18,554,425	15,948,067	9,975,729
Aircraft fuel		(5,890,485)	(6,561,288)	(3,257,223)
Salaries and benefits		(2,408,364)	(1,954,568)	(1,748,441)
Airport taxes and fees		(1,059,258)	(911,246)	(677,653)
Auxiliary services for air transport		(807,563)	(641,900)	(395,533)
Maintenance		(898,282)	(616,209)	(546,647)
Advertising and publicity		(779,264)	(699,003)	(403,987)
Depreciation and amortization		(2,404,223)	(2,094,448)	(1,544,333)
Impairment and onerous contracts		245,636	1,102,791	1,075,682
Insurance		(89,492)	(103,216)	(80,256)
Other		(2,802,036)	(2,039,425)	(2,342,543)
		(16,893,331)	(14,518,512)	(9,920,934)
Operating profit		1,661,094	1,429,555	54,795
Financial income		220,141	277,289	154,280
Financial expenses		(5,608,771)	(4,793,782)	(3,838,243)
Derivative financial instruments, net		(238,458)	958,005	864,184
Foreign currency exchange, net		1,625,064	1,406,566	(1,443,046)
Financial result	34	(4,002,024)	(2,151,922)	(4,262,825)
Result from related party transactions	29	—	—	(5,178)
Loss before income tax and social contribution		(2,340,930)	(722,367)	(4,213,208)
Deferred income tax and social contribution	14	(39,526)	—	—
Loss for the year		(2,380,456)	(722,367)	(4,213,208)
Basic loss per common share – R$	31	(0.09)	(0.03)	(0.16)
Diluted loss per common share – R$	31	(0.09)	(0.03)	(0.16)
Basic loss per preferred share – R$	31	(6.85)	(2.08)	(12.19)
Diluted loss per preferred share – R$	31	(6.85)	(2.08)	(12.19)

The accompanying notes are an integral part of these consolidated financial statements.

Azul S.A.	Consolidated Financial Statements	F-11
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Consolidated Statements of Comprehensive loss
Years ended December 31, 2023, 2022 and 2021
(In thousands of Brazilian reais – R$)				Years ended December 31,
---	---	---	---	---
	Note	2023	2022	2021
Loss for the year		(2,380,456)	(722,367)	(4,213,208)
Other comprehensive income that may be reclassified to profit or loss in subsequent periods:
Post-employment benefit	28	(2,175)	(518)	5,144
Total comprehensive loss		(2,382,631)	(722,885)	(4,208,064)

The accompanying notes are an integral part of these consolidated financial statements.

F-12	Consolidated Financial Statements	Azul S.A.
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Consolidated Statements of Changes in Equity
Years ended December 31, 2023, 2022 and 2021
(In thousands of Brazilian reais – R$)		Description	Note	Issued capital	Advance for future capital increase	Treasury shares	Capital reserve	Other comprehensive income	Accumulated losses	Total
---	---	---	---	---	---	---	---	---
At December 31, 2020		2,246,367	20,625	(13,182)	1,947,887	655	(18,351,102)	(14,148,750)
Loss for the year		—	—	—	—	—	(4,213,208)	(4,213,208)
Post-employment benefit	28	—	—	—	—	5,144	—	5,144
Total comprehensive income		—	—	—	—	5,144	(4,213,208)	(4,208,064)
Share buyback	30	—	—	(16,198)	—	—	—	(16,198)
Share-based payment (*)	30/32	44,509	(20,505)	17,421	(1,416)	—	—	40,009
At December 31, 2021		2,290,876	120	(11,959)	1,946,471	5,799	(22,564,310)	(18,333,003)
Loss for the year		—	—	—	—	—	(722,367)	(722,367)
Post-employment benefit	28	—	—	—	—	(518)	—	(518)
Total comprehensive income		—	—	—	—	(518)	(722,367)	(722,885)
Share buyback	30	—	—	(3,923)	—	—	—	(3,923)
Share-based payment (*)	30/32	23,065	(59)	5,678	23,627	—	—	52,311
At December 31, 2022		2,313,941	61	(10,204)	1,970,098	5,281	(23,286,677)	(19,007,500)
Loss for the year		—	—	—	—	—	(2,380,456)	(2,380,456)
Post-employment benefit	28	—	—	—	—	(2,175)	—	(2,175)
Total comprehensive income		—	—	—	—	(2,175)	(2,380,456)	(2,382,631)
Share buyback	30	—	—	(6,826)	—	—	—	(6,826)
Share-based payment (*)	30/32	880	728	7,989	59,512	—	—	69,109
At December 31, 2023		2,314,821	789	(9,041)	2,029,610	3,106	(25,667,133)	(21,327,848)

(*) Refers to the receipt of the exercise of stock options, transfers of treasury shares for the payment of RSU net of income tax and the vesting of share-based compensation plans.

The accompanying notes are an integral part of these consolidated financial statements.

Azul S.A.	Consolidated Financial Statements	F-13
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Consolidated Statements of Cash Flows
Years ended December 31, 2023, 2022 and 2021
(In thousands of Brazilian reais – R$)			Years ended December 31,
---	---	---	---
	2023	2022	2021
Cash flows from operating activities
Loss for the year	(2,380,456)	(722,367)	(4,213,208)
Adjustments to reconcile net (loss) for the year to net cash flow
Depreciation and amortization	2,404,223	2,094,448	1,544,333
Gain (loss) from impairment of assets and onerous contracts	(245,636)	(1,102,791)	(1,075,682)
Derivative financial results, net	238,458	(958,005)	(864,184)
Share-based payment	71,643	(18,250)	17,180
Foreign currency exchange, net	(1,616,363)	(1,464,235)	1,431,508
Financial income and expenses, net	5,313,867	3,968,455	3,418,852
Provisions	(160,957)	438,375	646,606
Asset write-offs	269,486	208,923	—
Result from modification of lease contracts and provision	(204,017)	(93,113)	(24,323)
Result on disposal or sale, of fixed assets, right of use, intangible assets and inventories	297,349	147,311	832
Deferred income tax and social contribution	39,526	—	—
Sale and leaseback	6,356	(33,155)	(22,736)
Adjusted net (loss) profit	4,033,479	2,465,596	859,178
Changes in operating assets and liabilities
Accounts receivable	876,955	(1,107,114)	(270,334)
Aircraft sublease	19,485	68,393	65,032
Inventories	(153,502)	(159,486)	(159,118)
Deposits	(453,090)	(606,219)	(421,612)
Taxes recoverable	16,312	(122,338)	26,009
Derivative financial results, net	(137,998)	477,581	(24,520)
Advances to suppliers	(2,888,463)	(629,450)	(86,936)
Other assets	(128,116)	(186,128)	(318,236)
Accounts payable	2,795,585	2,274,014	1,119,312
Reverse factoring	—	—	(1,356,689)
Airport taxes and fees	227,996	356,067	50,369
Air traffic liability and loyalty program	1,134,387	963,680	574,944
Salaries and benefits	13,151	113,828	185,692
Taxes payable	(26,793)	7,131	59,320
Provisions	(237,456)	(179,391)	(395,361)
Other liabilities	72,589	(129,019)	406,869
Total changes in operating assets and liabilities	1,131,042	1,141,549	(545,259)
Interest paid	(1,724,830)	(1,169,830)	(624,535)
Net cash provided (used) by operating activities	3,439,691	2,437,315	(310,616)
Cash flows from investing activities
Short-term investments
Acquisition of short-term investments	—	(10,422)	(98,788)
Redemption of short-term investments	—	11,939	189,470
Restricted cash	6,145	—	—
Payment for acquisition of subsidiary	—	(30,317)	(20,000)
Cash received on sale of property and equipment	—	518,739	—
Cash received in the sale and leaseback operation	91,688	321,266	21,256
Acquisition of intangible assets	(168,971)	(198,525)	(152,542)
Acquisition of property and equipment	(464,354)	(624,239)	(624,286)
Acquisition of capitalized maintenance	(338,990)	(628,293)	—
Net cash used in investing activities	(874,482)	(639,852)	(684,890)
Cash flows from financing activities
Loans and financing
Proceeds	4,733,292	200,000	3,071,274
Repayment	(1,907,123)	(819,182)	(390,985)
Reverse factoring	(831,477)	(818,274)	—
Lease payment	(2,353,262)	(2,772,581)	(1,799,815)
Payment of convertible debt instruments	(542,496)	—	—
Payment of costs with proceeds	(486,658)	(12,633)	(75,645)
Advance for future capital increase	789	61	24,004
Capital increase	819	22,945	—
Treasury shares	(6,826)	(3,923)	(16,198)
Net cash provided (used) by financing activities	(1,392,942)	(4,203,587)	812,635
Exchange rate changes on cash and cash equivalents	56,721	673	191,855
Increase (decrease) in cash and cash equivalents	1,228,988	(2,405,451)	8,984
Cash and cash equivalents at the beginning of the year	668,348	3,073,799	3,064,815
Cash and cash equivalents at the end of the year	1,897,336	668,348	3,073,799

The accompanying notes are an integral part of these consolidated financial statements.

F-14	Consolidated Financial Statements	Azul S.A.
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Notes to the Consolidated Financial Statements
December 31, 2023
(In thousands of Brazilian reais – R$, unless otherwise indicated)

1.OPERATIONS

Azul S.A. (“The Company” or “Azul”) is a corporation governed by its bylaws, as per Law No. 6404/76 and by the corporate governance level 2 listing regulation of B3 S.A. – Brasil, Bolsa, Balcão (“B3”). Azul was incorporated on January 3, 2008, and its core business comprises the operation of regular and non-regular airline passenger services, cargo or mail, passenger charter, provision of maintenance and hangarage services for aircraft, engines, parts and pieces, aircraft acquisition and lease, development of frequent-flyer programs, development of related activities and equity holding in other companies since the beginning of its operations on December 15, 2008.

Azul carries out its activities through its subsidiaries, mainly Azul Linhas Aéreas Brasileiras S.A. (“ALAB”) and Azul Conecta Ltda. (“Conecta”), which hold authorization from government authorities to operate as airlines and ATS Viagens e Turismo Ltda (“Azul Viagens”).

Azul’s shares are traded on B3 and on the New York Stock Exchange (“NYSE”) under tickers AZUL4 and AZUL, respectively.

Azul is headquartered at Avenida Marcos Penteado de Ulhôa Rodrigues, 939, 8th floor, in the city of Barueri, state of São Paulo, Brazil.

1.1Organizational structure

The Company’s organizational structure as of December 31, 2023 is as follows:

| Azul S.A. | Consolidated Financial Statements | F-15 | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2023 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

The table below lists the operational activities in which Azul’s subsidiaries are engaged, as well as the changes in ownership that occurred in the year, when applicable.

					% Equity interest
					December 31,
Company	Type of investment	Main activity	State	Country	2023		2022
Azul IP Cayman Holdco Ltd. (Azul Cayman Holdco)	Direct	Equity holding in other companies	George Town	Cayman Islands	24.8	%	—
Azul IP Cayman Ltd. (Azul Cayman)	Indirect	Intellectual property owner	George Town	Cayman Islands	100.0	%	—
IntelAzul S.A. (IntelAzul)	Direct	Frequent-flyer program	São Paulo	Brazil	100.0	%	100.0	%
Azul IP Cayman Holdco Ltd. (Azul Cayman Holdco)	Indirect	Equity holding in other companies	George Town	Cayman Islands	25.0	%	—
Azul Linhas Aéreas Brasileiras S.A. (ALAB)	Direct	Airline operations	São Paulo	Brazil	100.0	%	100.0	%
Azul IP Cayman Holdco Ltd. (Azul Cayman Holdco)	Indirect	Equity holding in other companies	George Town	Cayman Islands	25.0	%	—
Azul Conecta Ltda. (Conecta)	Indirect	Airline operations	São Paulo	Brazil	100.0	%	100.0	%
ATS Viagens e Turismo Ltda. (Azul Viagens)	Indirect	Travel packages	São Paulo	Brazil	99.9	%	99.9	%
ATSVP Viagens Portugal, Unipessoal LDA (Azul Viagens Portugal)	Indirect	Travel packages	Lisbon	Portugal	100.0	%	—
Azul IP Cayman Holdco Ltd. (Azul Cayman Holdco)	Indirect	Equity holding in other companies	George Town	Cayman Islands	25.0	%	—
Cruzeiro Participações S.A. (Cruzeiro)	Indirect	Equity holding in other companies	São Paulo	Brazil	99.9	%	99.9	%
Azul Investments LLP (Azul Investments)	Indirect	Funding	Delaware	USA	100.0	%	100.0	%
Azul SOL LLC (Azul SOL)	Indirect	Aircraft financing	Delaware	USA	100.0	%	100.0	%
Azul Finance LLC (Azul Finance)	Indirect	Aircraft financing	Delaware	USA	100.0	%	100.0	%
Azul Finance 2 LLC (Azul Finance 2)	Indirect	Aircraft financing	Delaware	USA	100.0	%	100.0	%
Blue Sabiá LLC (Blue Sabiá)	Indirect	Aircraft financing	Delaware	USA	100.0	%	100.0	%
Canela Investments LLC (Canela)	Indirect	Aircraft financing	Delaware	USA	100.0	%	100.0	%
Canela Turbo Three LLC (Canela Turbo)	Indirect	Aircraft financing	Delaware	USA	100.0	%	100.0	%
Azul Saira LLC (Azul Saira)	Indirect	Aircraft financing	Delaware	USA	100.0	%	100.0	%
Azul Secured Finance LLP (Azul Secured)	Indirect	Funding	Delaware	USA	100.0	%	—

Azul Viagens Portugal was incorporated in March 2023, Azul Secured May 2023 and Azul IP Cayman Holdco and Azul IP Cayman in June 2023.

1.2Seasonality

The Company’s operating revenues depend substantially on the general volume of passenger and cargo traffic, which is subject to seasonal changes. Our passenger revenues are generally higher during the summer and winter holidays, in January and July respectively, and in the last two weeks of December, which corresponds to the holiday season. Considering the distribution of fixed costs, this seasonality tends to cause variations in operating results between the quarters of the fiscal year. It should be noted that the COVID-19 pandemic impacted the behavior related to the frequency of travels of the Company’s customers, in the first quarter of 2022 and 2021, thus impacting the accumulated result for the year presented for comparative purposes.

F-16	Consolidated Financial Statements	Azul S.A.
«Table of Contents	« Index to Financial Statements
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Notes to the Consolidated Financial Statements
December 31, 2023
(In thousands of Brazilian reais – R$, unless otherwise indicated)

2.NET WORKING CAPITAL AND CAPITAL STRUCTURE

2.1Contextualization

Throughout the year ended December 31, 2023, the Company focused its efforts on executing the debt restructuring plan. Discussions with creditors began at the end of 2022, with the signing of agreements concentrated in the third and fourth quarters of 2023. The main actions taken in this process are presented in detail below, however, it is necessary to clarify the facts and conditions that led the Company to promote such restructuring:

From the founding of the Company until the outbreak of the COVID-19 pandemic, Azul demonstrated through its results the strengths of its economic foundations. As an airline with a differentiated business strategy, supported by its regional routes, where there was very little or even no competition, until that moment the Company had shown exponential growth.

As is generally known, in March 2020, the World Health Organization (“WHO”) classified the COVID-19 as a “public health emergency of international concern” and declared it a pandemic. From this moment, a sharp rupture was noted in the global economic activity, unleashing an unprecedented global economic crisis.

It is worth remembering that the speed of spread and contagion of the disease have caused countries around the world, including Brazil, to adopt measures to recommend social distancing, travel restrictions and the closure of borders. As a consequence, the airline industry was one of the first and hardest hit in its operations and results.

In order to face this absolutely challenging scenario, the Company, through its Executive Committee, started to monitor and establish operational and financial strategies to go through this period of crisis until the resumption of operations. Among the main actions to achieve the established strategies, the following stand out:

2.1.1Resizing of the airline network

One of the first and most important actions taken by Management in response to the economic crisis unleashed by the COVID-19 pandemic was the resizing of its airline network, with reductions in capacity that reached its peak in April 2020. At this moment, the volume of ASKs (seat-kilometers offered) offered in the domestic market accounted for only 13% of the volume of the same period of 2019, represented by approximately 70 daily flights, and in turn the demand reduced to 11% of the total of the previous year. Remembering that until then the Company operated almost 1,000 daily flights. This situation severely impacted the Company's ability to generate cash and be able to honor financial commitments made in the pre-pandemic period.

2.1.2Cost reductions

Faced with the difficulties imposed by the pandemic scenario, the Company adopted several measures to reduce its fixed and variable costs, including: (i) suspension of hiring, (ii) launch of unpaid leave and voluntary dismissal programs; (iii) reduction of salaries of executive committee members and directors; (iv) reduction of general salary expenses by around 65%, in the period between March and August 2020, and (v) collective agreement to reduce the working hours of pilots and flight attendants for 18 months.

2.1.3Strengthening of cash

Throughout the period, with the evolution of the pandemic, Management endeavored to keep the cash levels necessary to face the crisis, requiring reaching new agreements with suppliers, bank creditors and lessors, within this scope the main actions taken were:

•access to the capital market through the issuance of debentures;

•postponement of payment of profit sharing of 2019;

•negotiation of new payment conditions with suppliers for cash preservation;

•suspension of business travels and discretionary expenses;

•negotiation to reduce airports fee;

•agreement for postponement of delivery of aircraft model E2;

•agreement with lessors with a reduction of approximately 77% of the cash outflow for the period between April and December 2020;

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•renegotiation of the conditions and maturities of debentures and obligations of FINAME; and

•Issuance of debentures convertible into shares in the amount of R$ 1,745,900 (equivalent to US$323,195) with maturity in 5 years and interest of 7.5% p.a. in the first year and 6.0% p.a. from the second year onwards, with semi-annual settlements.

2.1.4Scenario after the COVID-19 pandemic

After the most critical moments due to the COVID-19 pandemic have passed, both the global and Brazilian economies are facing additional problems such as:

•abrupt increases in oil prices that directly impact aircraft fuel costs;

•significant devaluation of the Real against the US$;

•growth in inflation rates in the most developed markets such as the United States and Europe;

•shortage of credit, causing a significant increase in interest rates for raising funds; and

•crisis in the supply chain of maintenance materials that puts adverse pressure on costs for the Company.

Given this situation, Management, in December 2022, established a strategy to renegotiate all its debts, whose execution extended throughout 2023 due to the large number of stakeholders involved and the complexity of the topics under discussion, as follows:

2.1.4.1Issuance of simple debentures

In June 2023, the Board of Directors approved the issuance of simple debentures, non-convertible into shares, with security interest and additional personal guarantee, in a single series, from ALAB respectively, in the total amount of R$600,000; with a nominal unit value of R$1, rate equivalent to CDI 6.0% p.a. and maturity in June, 2024. The resources were fully and exclusively used to pay for aircraft fuel.

2.1.4.2Issuance of debt securities 2028 – Senior notes 2028

In July 2023, the Company issued and priced a debt securities issue of R$3,831,040 (equivalent to US$800,000) in principal amount, with funding costs of R$187,658.

Nominal interest corresponds to 11.9% p.a., and will be paid quarterly, in February, May, August and November of each year, starting on November 2023.

The principal Senior Notes 2028 amount will mature in August 2028, unless redeemed or repurchased in advance and canceled in accordance with the terms of issuance, by the Company.

In October 2023, the Company issued additional notes in the principal amount of R$186,005 (equivalent to US$36,778). Such notes were issued in exchange for the aggregate principal amount of R$190,819 (equivalent to US$37,730) of the Senior Notes 2024.

In February 2024, the Company issued additional notes in the principal amount of R$740,585 (equivalent to US$148,700). Such notes were issuance to qualified institutional investors.

2.1.4.3Debt securities exchange offers (“exchange offer”)

In June 2023, the Company announced its subsidiary Azul Investments issued:

•an offer exchange debt securities with interest of 5.9% p.a. due 2024 (Senior Notes 2024) for debt securities with interest of 11.5% p.a. due 2029, and

•an offer to exchange debt securities with interest of 7.3% p.a. due 2026 (Senior Notes 2026) for debt securities with interest of 10.9% p.a. due 2030.

| F-18 | Consolidated Financial Statements | Azul S.A. | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2023 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

In July and October 2023, the Company concluded its exchange offers and issued:

•R$1,410,967 (equivalent US$294,215) in principal amount of 11.5% p.a. debt securities due 2029 (which were issued in exchange for R$1,410,967 (equivalent to US$294,215) of the aggregate principal amount of the Senior Notes 2024);

•R$2,725,010 (equivalent to US$568,219) in the principal amount of 10.9% p.a. debt securities due 2030 (which were issued in exchange for R$2,725,166 (equivalent to US$568,252) of the aggregate principal amount of the Senior Notes 2026); and

•R$186,005 (equivalent to US$36,778) in principal amount of 11.5% p.a. debt securities due 2028 (which were issued in exchange for R$190,819 (equivalent to US$37,730) of the aggregate principal amount of the Senior Notes 2024).

In total, 90.0% of the principal amount of the Senior Notes 2024 and 2026 were exchanged for debt securities 2029 and 2030, as shown below:

Description	US$	% exchanged
5.9% Senior notes 2024	331,945	83.0	%
7.3% Senior notes 2026	568,252	94.7	%
Total	900,197	90.0	%

2.1.4.4Renegotiation of convertible debentures

In July and August 2023, the Company and the debenture holders made changes to the original conditions of the convertible debenture debts. In summary:

•Conversion Price: from R$32.26 to R$22.78 per preferred share;

•Nominal interest rate: 6.0% p.a. to 12.3% p.a; and.

•Maturity October 2025 to October 2028.

The mandatory early redemption corresponds to R$542,496 (equivalent to US$108,900) and was determined as follows:

•the redemption value of each eligible debenture was 120% of the updated nominal unit value of the debentures, that is, the updated nominal unit value of the debentures plus a premium of 20% on the aforementioned value; and

•any and all interest and monetary updates incurred and not paid.

2.1.4.5Renegotiation of lease obligations

In March 2023, forbearance agreements were signed between the Company and its main lessors. Such contracts aimed to temporarily suspend payments related to aircraft leases, while new deadlines and methods for paying obligations were being negotiated, mainly deferrals negotiated during the COVID-19 pandemic, as well as the difference between the contractual leasing rates of Azul and current market rates.

During the year ended December 31, 2023, the Company defined the renegotiation conditions and entered into definitive agreements with the lessors, who agreed to receive negotiable debt securities maturing in 2030 ("Notes") and debt with the possibility of settlement in Azul preferred shares or cash, at the Company's discretion ("Convertible to equity”) in order to reflect the Company's new cash generation, its improved capital structure and the reduction in its credit risk.

Until December 31, 2023, the Company had renegotiated 119 lease contracts. In general, the conditions agreed between the Company and lessors are as follows:

•Notes: R$1,385,115 (equivalent to US$286,014), with interest to be paid quarterly from December 2023, with interest of 7.5% p.a., and principal maturity in June 2030; and

•Convertible to equity: R$2,178,740 (equivalent to US$450,032), and consecutive quarterly payments, starting in July 2024.

| Azul S.A. | Consolidated Financial Statements | F-19 | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2023 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

The costs incurred in these renegotiations correspond to R$84,421 and were recorded in profit or loss, as required by IFRS 9 – Financial Instruments.

2.1.4.6Renegotiation of obligations with accounts payable of aircraft services and parts

Renegotiations with suppliers of aircraft services and parts mostly followed the same model as the renegotiation of lease obligations, that is, the Company issued:

•Notes: R$408,541 (equivalent of US$84,386), with interest to be paid quarterly from December 2023, with interest of 7.5% p.a. and principal maturity in June 2030; and

•Convertible to equity: R$159,775 (equivalent to US$33,002), with consecutive quarterly payments, starting in January 2025.

2.2Net working capital and capital structure

As of December 31, 2023, after the renegotiations, the Company's working capital and equity position are as shown below:

	December 31,		December 31,
Description	2023	2022	Variation	2021	Variation
Net working capital	(9,704,733)	(10,184,169)	479,436	(5,863,917)	(4,320,252)
Equity	(21,327,848)	(19,007,500)	(2,320,348)	(18,333,003)	(674,497)

The variation in the balance of net working capital, which represents a reduction in the deficit of approximately 4.7%, is specifically a consequence of the debt restructuring actions presented in note 2.1.4.

The increase in the negative position of equity is mainly due to the Company's negative financial result, which exceeded operating profit by R$2,380,456 for the year ended December 31, 2023.

In view of the above, despite the increase in the negative equity position, Management assessed and concluded that the Company is capable of continuing its operations and fulfilling its obligations in accordance with the contracted maturities. This assessment is based on the Company's business plan approved by the Board of Directors in December 2023 and the entire liability restructuring process described in these financial statements. The Company's business plans include planned future actions, macroeconomic and aviation sector assumptions, such as level of demand for air transport with corresponding increase in traffic and fares, estimated exchange rates and fuel prices. The Company's Management monitors and informs the Board of Directors about performance in relation to the approved plan.

Based on this conclusion, these consolidated financial statements were prepared based on the going concern principle.

2.3Acceleration of fleet transformation

In 2019, the Company’s Management approved the replacement plan for the Embraer E195 (“E1”) model aircraft.     On the same date, the Company signed letters of intent to sublease a total of 54 aircraft and 4 engines to other airline operators (“operators”). The change in the intended use of the aircraft triggered a review to verify the recoverability of the assets (impairment), which resulted in the recognition of a loss of R$2,075,582 and the constitution of an onerous contract of R$821,751 at that time.

Until December 31, 2022, there were partial reversals of provisions for impairment and onerous contracts, in the amount of R$1,102,791, corresponding to 46 aircraft and 4 engines, resulting from changes due to the economic consequences of the COVID-19 pandemic.

Until December 31, 2023, there was a reversal of provisions for impairment, in the amount of R$245,636, resulting from the decision not to continue with plans to sublease the aircraft. It is worth remembering that these aircraft have never stopped being operated by the Company and will remain in use until the end of the lease contracts.

| F-20 | Consolidated Financial Statements | Azul S.A. | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2023 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

2.3.1Breakdown of balances of provision of impairment and onerous contracts

	December 31,
Description	2023	2022
Provision for impairment of right-of-use assets	—	(110,349)
Provision for impairment of property and equipment	(143,790)	(279,077)
Total provision for impairment of Company assets	(143,790)	(389,426)
Total	(143,790)	(389,426)

2.3.2Movement of the provision for impairment and onerous contracts

Description	Impairment of assets	Onerous contracts	Total
At December 31, 2021	(912,154)	(693,407)	(1,605,561)
Reversals	516,157	586,634	1,102,791
Consumption	—	178,126	178,126
Interest incurred	—	(100,975)	(100,975)
Foreign currency exchange	—	29,622	29,622
Transfers	6,571	—	6,571
At December 31, 2022	(389,426)	—	(389,426)
Reversals	245,636	—	245,636
At December 31, 2023	(143,790)	—	(143,790)

3.DECLARATION OF MANAGEMENT, BASIS OF PREPARATION AND PRESENTATION OF THE CONSOLIDATED FINANCIAL STATEMENTS

The Company’s consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”).

The Company’s consolidated financial statements have been prepared based on the real (“R$”) as the functional and presentation currency. All currencies shown are expressed in thousands unless otherwise noted.

The Company operates mainly through its aircraft and other assets that support flight operations, making up its cash generating unit (CGU) and its only reportable segment: air transport.

The preparation of the Company's consolidated financial statements requires Management to make judgments, use estimates and adopt assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. However, the uncertainty related to these judgments, assumptions and estimates can lead to results that require a significant adjustment to the carrying amount of assets, liabilities, revenue and expenses in future years.

When preparing these consolidated financial statements of the Company, Management used the following disclosure criteria to understand the changes observed in the equity and in its performance, since the end of the last fiscal year ended December 31, 2022, disclosed on March 6, 2023: (i) regulatory requirements; (ii) relevance and specificity of the information on the operations; (iii) informational needs of users of the consolidated financial statements; and (iv) information from other entities participating in the passenger air transport market and cargo.

Management confirms that all relevant information specific to the consolidated financial statements, is presented and corresponds to that used by Management when carrying out its business management activities.

| Azul S.A. | Consolidated Financial Statements | F-21 | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2023 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

As a result of improvements made to the presentation of some items in the statement of financial position, statements of operations and of cash flow for the current year, the following changes in presentation were retrospectively adjusted for to ensure comparability of amounts in the previous periods:

	December 31, 2022
Statement of financial position	As reported	Reclassifications	Reclassified
Assets
Prepaid expenses	182,891	(182,891)	—
Other assets	6,958	182,891	189,849
Non-current assets
Prepaid expenses	319,000	(319,000)	—
Other assets	9,005	319,000	328,005
Liabilities and equity
Current assets
Loans and financing	1,127,729	(14,789)	1,112,940
Convertible debt instruments	—	14,789	14,789
Insurance payable	84,985	(84,985)	—
Accounts payable	2,432,843	84,985	2,517,828
Reimbursement to customers	13,822	(13,822)	—
Other liabilities	68,851	13,822	82,673
Non-current assets
Loans and financing	7,508,689	(1,388,930)	6,119,759
Convertible debt instruments	—	1,388,930	1,388,930
Total	11,754,773	—	11,754,773			December 31, 2022
---	---	---	---
Statement of Operations	As reported	Reclassifications	Reclassified
Rental	(203,398)	203,398	—
Insurance	(81,665)	(21,551)	(103,216)
Other	(1,857,578)	(181,847)	(2,039,425)
	(2,142,641)	—	(2,142,641)			December 31, 2021
---	---	---	---
Statement of Operations	As reported	Reclassifications	Reclassified
Changes in operating assets and liabilities
Insurance	—	(80,256)	(80,256)
Other	(2,422,799)	80,256	(2,342,543)
	(2,422,799)	—	(2,422,799)		F-22	Consolidated Financial Statements	Azul S.A.
---	---	---		«Table of Contents	« Index to Financial Statements
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Notes to the Consolidated Financial Statements
December 31, 2023
(In thousands of Brazilian reais – R$, unless otherwise indicated)			December 31, 2022
---	---	---	---
Statement of Cash Flows	As reported	Reclassifications	Reclassified
Changes in operating assets and liabilities
Prepaid expenses	(274,563)	274,563	—
Other assets	88,435	(274,563)	(186,128)
Insurance payable	(1,404)	1,404	—
Accounts payable	2,275,418	(1,404)	2,274,014
Reimbursement to customers	(169,967)	169,967	—
Other liabilities	40,948	(169,967)	(129,019)
Cash flows from investing activities
Acquisition of property and equipment	(1,252,532)	628,293	(624,239)
Acquisition of capitalized maintenance	—	(628,293)	(628,293)
Total	706,335	—	706,335			December 31, 2021
---	---	---	---
Statement of Cash Flows	As reported	Reclassifications	Reclassified
Changes in operating assets and liabilities
Prepaid expenses	(364,107)	364,107	—
Advances to suppliers	(120,266)	33,330	(86,936)
Other assets	79,201	(397,437)	(318,236)
Insurance payable	40,669	(40,669)	—
Accounts payable	1,078,643	40,669	1,119,312
Reimbursement to customers	(63,507)	63,507	—
Airports fees	80,788	(30,419)	50,369
Other liabilities	439,957	(33,088)	406,869
Government installment payment program	(7,399)	7,399	—
Taxes payable	66,719	(7,399)	59,320
Cash flows from investing activities
Cash received in the sale and leaseback operation	—	21,256	21,256
Cash flows from financing activities
Proceeds from sale and leaseback	21,256	(21,256)	—
Total	1,251,954	—	1,251,954		Azul S.A.	Consolidated Financial Statements	F-23
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Notes to the Consolidated Financial Statements
December 31, 2023
(In thousands of Brazilian reais – R$, unless otherwise indicated)

The consolidated financial statements have been prepared on the historical cost basis, except for the following material items recognized in the statement of financial position:

Fair value:

•Short-term investments classified as cash and cash equivalents;

•Short-term investments;

•Derivative financial instruments; and

•Debenture conversion right.

3.1.Approval and authorization for issue of the consolidated financial statements

The approval and authorization for the issuance of these consolidated financial statements occurred at the Board of Directors’ meeting held on May,15 2024.

4.MATERIAL ACCOUNTING POLICIES

The material accounting policies adopted by the Company are described in each corresponding explanatory note, except those that refer to more than one explanatory note, described below. The accounting policies have been consistently applied for the comparative years presented and for the Company’s consolidated financial statements.

4.1Consolidation

The consolidated financial statements include information about the Company and its subsidiaries in which held direct or indirect control. Control of a subsidiary is achieved when Company is exposed, or has rights, to variable returns in such subsidiaries and has the power to influence the investee's operating and financial decisions.

The financial statements of the subsidiaries have been prepared using the same accounting policies as the Company.

All assets, liabilities, equity, income and expenses related to transactions between related parties are eliminated in full in the consolidation process.

4.2Impairment

The Company performs an annual review for impairment indicators in order to assess events or changes in economic, technological, or operating conditions that may indicate that an asset is impaired.

The recoverable amount of an asset or cash-generating unit is the higher of its fair value, less costs to sell and its value in use. When the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, a provision for impairment is set up by adjusting the carrying amount.

The previously recognized impairment loss is reversed only if there has been a change in the assumptions used to determine the asset's recoverable amount. The reversal is limited, so that the carrying amount of the asset does not exceed its recoverable amount, nor does it exceed the carrying amount previously determined, net of depreciation or amortization.

In estimating the asset's value in use, estimated future cash flows are discounted to present value, using a pre-tax discount rate that reflects the weighted average cost of capital for the cash-generating unit.

| F-24 | Consolidated Financial Statements | Azul S.A. | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2023 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

4.3Main accounting estimates

As disclosed in explanatory note 3, Management makes judgments that have a significant effect on the amounts recognized in the consolidated financial statements, namely:

Description	Note
Provision for impairment of aircraft and engines and onerous contracts	2.3
Provision for losses with maintenance reserves	11
Analysis of the recoverable value of goodwill and slots	17
Revenue from ticket breakage and loyalty programs	25
Provision for return of aircraft and engines	28.1.1
Provision for tax, civil, labor and other risks	28.1.2

The Company continually reviews the assumptions used in its accounting estimates. The effect of revisions to accounting estimates is recognized in the financial statements in the year in which such revisions are made.

4.4New or amended accounting standards and principles effective in 2023

The following accounting standards came into force from January 1, 2023.

Standard	Amendment	Impact
IAS 8	Definition of accounting estimates	Yes, but no changes
IAS 1 and IFRS Practice statement 2	Disclosure of accounting policies	Yes, but no changes
IAS 12	Deferred Tax related to Assets and Liabilities arising from a Single Transaction	Yes
IAS 12	Pillar Two Model Rules	No
IFRS 17	Insurance contracts	No

4.5New or amended accounting standards and principles, effective from 2024 onwards

The following accounting standards came into force on January 1, 2024 and, in Management's opinion, will not significantly impact the Company's statements of financial position or of operations.

Standard	Amendment
IAS 1	Classification of liabilities as current and non-current and non-current liabilities with covenants
IFRS 16	Lease liability in a sale and leaseback
IAS 7 and IFRS 7	Disclosures: Supplier finance arrangements
IAS 21	The effects of changes in exchange rates

4.6Foreign currency transactions

Foreign currency transactions are recorded at the exchange rate in effect at the date the transactions take place. Monetary assets and liabilities designated in foreign currency are determined based on the exchange rate in effect on the balance sheet date, and any difference resulting from currency conversion is recorded in the line “Foreign currency exchange, net” in the statement of operations for the year.

| Azul S.A. | Consolidated Financial Statements | F-25 | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2023 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

The exchange rates in Brazilian reais are as follows:

	Exchange rates
	Final rate							Average rate
	Year ended December 31,							Year ended December 31,
Description	2023	2022	Variation		2021	Variation		2023	2022	Variation		2021	Variation
U.S. dollar	4.8413	5.2177	(7.2)	%	5.5805	(6.5)	%	4.9553	5.1655	(4.1)	%	5.3956	(4.3)	%
Euro	5.3516	5.5694	(3.9)	%	6.3210	(11.9)	%	5.3325	5.4420	(2.0)	%	6.3784	(14.7)	%

5.SEGMENT INFORMATION

The Company considers that it has a single operating segment: air transport. This segment corresponds to 99.0% of the Company's revenues and combines passenger and cargo transport. It has a functional relationship, making them inseparable from other revenues and reflects the way in which the Company's Management analyzes financial information to make decisions. The Company’s chief operating decision makers are the executive directors.

The Company segregates revenues as shown below:

Revenue	December 31, 2023	%
Air transport	18,374,696	99.0	%
Other income	179,729	1.0	%
Total	18,554,425	100.0	%

6.CASH AND CASH EQUIVALENTS

6.1Accounting policies

Cash and cash equivalents include cash balances, bank deposits and short-term investments with immediate liquidity, which are readily convertible into a known amount of cash with an insignificant risk of change in value. Financial investments designated as cash equivalents classified in this group are measured at fair value through profit or loss.

6.2Breakdown of cash and cash equivalents

	Weighted average rate p.a.			December, 31
Description			2023		2022
Cash and bank deposits				271,857		101,737
Cash equivalents:
Bank Deposit Certificate – CDB	100.9 % of CDI			1,354,020		352,971
Repurchase agreements	94.7 % of CDI			268,432		210,443
Time Deposit(a)	3.4	%		2,985		2,616
Others	—	%		42		581
				1,897,336		668,348

(a)Investment in U.S. dollar.

F-26	Consolidated Financial Statements	Azul S.A.
«Table of Contents	« Index to Financial Statements
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Notes to the Consolidated Financial Statements
December 31, 2023
(In thousands of Brazilian reais – R$, unless otherwise indicated)

7.LONG-TERM INVESTMENTS

7.1Accounting policies

In the presentation and measurement of financial investments, the Company considers the provisions of IFRS 9 – Financial Instruments, which determines that financial assets are initially measured at fair value less costs directly attributable to their acquisition. In turn, the subsequent measurement is divided into two categories:

7.1.1Amortized cost

Long-term investments are measured at amortized cost when all the following conditions are met:

•The Company plans to hold the financial asset to collect cash flows set forth in contract;

•Contractual cash flows represent solely payments of principal and interest (“SPPI”); and

•The Company did not opt for the fair value methodology in order to eliminate measurement inconsistencies or an “accounting mismatch”.

7.1.2Fair value

•Through comprehensive income: short-term investments are measured at fair value through comprehensive income when both of the following conditions are met:

(i)the Company plans to hold the financial asset to collect cash flows set forth in contract and sell the asset; and

(ii)contractual cash flows represent SPPI.

•Through profit or loss: it is considered to be a residual category, in other words, the Company does not plan to hold the financial asset to collect cash flows set forth in contract and/or sell the asset, and is measured at fair value through profit or loss.

Financial instruments designated at fair value through profit or loss are used to eliminate or significantly reduce an accounting mismatch, and are therefore measured at fair value.

7.2TAP Bond

On March 14, 2016, the Company acquired Series A convertible bond issued by TAP ("TAP Bond") in the amount of €90 million. The TAP Bond has a maturity of 10 years from its issuance, with annual interest of 3.75% until September 20, 2016 and 7.5% in subsequent years. The accrued interest will be paid on the maturity date or early redemption of the securities, whichever occurs first.

TAP Bond is being measured at fair value through profit or loss.

7.3Breakdown of short-term investments

	Weighted average<br> rate p.a.				December 31,
Description		Maturity		2023		2022
TAP Bond	7.5 %		Sep-26		780,312		733,043
					780,312		733,043		Azul S.A.	Consolidated Financial Statements	F-27
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Notes to the Consolidated Financial Statements
December 31, 2023
(In thousands of Brazilian reais – R$, unless otherwise indicated)

8.ACCOUNTS RECEIVABLE

8.1Accounting policies

Accounts receivable are measured based on the invoiced amount, net of expected losses on receivables, and approximate the fair value given their short-term nature.

Considering the requirements of IFRS 9 – Financial Instruments, the allowance for expected losses on receivables is measured by applying the simplified approach, through the use of historical data, projecting the expected loss over the life of the contract, by segmenting the receivables portfolio into groups that have the same pattern of collection and according to their respective maturities. Additionally, for certain cases, the Company carries out individual analyses to assess the risks of collection of the receivables to recognize an additional provision, if necessary.

8.2Breakdown of accounts receivable

	December 31,
Description	2023	2022
Local currency
Credit card companies	498,609	1,109,197
Cargo and travel agencies	282,654	282,438
Travel package financing entities	29,203	135,168
Loyalty program partners	114,932	69,035
Others	40,121	41,973
Total local currency	965,519	1,637,811
Foreign currency
Credit card companies	18,556	15,913
Reimbursement receivable for maintenance reserves	57,528	78,801
Airline partner companies	8,612	39,612
Clearinghouse – agencies and cargo	30,533	26,363
Others	55,894	29,582
Total foreign currency	171,123	190,271
Total	1,136,642	1,828,082
Allowance for expected credit losses	(27,234)	(24,084)
Total net	1,109,408	1,803,998

In Brazil, credit card receivables are not exposed to credit risk of the cardholder. The balances can easily be converted into cash, when necessary, by discounting these receivables with credit card companies.

During the year ended December 31, 2023, the Company anticipated the receipt of R$10,359,302 in accounts receivable from credit card administrators, without right of return, with an average rate of 1.0% on the anticipated amount. On the same date, the balance of accounts receivable is net of R$3,349,391 due to such advances (R$1,735,432 on December 31, 2022).

| F-28 | Consolidated Financial Statements | Azul S.A. | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2023 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

The breakdown of accounts receivable by maturity, net of allowance for expected losses, is as follows:

	December 31,
Description	2023	2022
Not past due
Up to 30 days	645,669	583,523
31 to 60 days	111,142	177,992
61 to 90 days	45,650	140,758
91 to 180 days	73,458	397,205
181 to 360 days	94,227	344,541
	970,146	1,644,019
Past due
Up to 30 days	69,913	55,941
31 to 60 days	6,043	9,377
61 to 90 days	46,085	3,313
91 to 180 days	15,769	2,441
181 to 360 days	568	11,334
Over 360 days	884	77,573
	139,262	159,979
Total	1,109,408	1,803,998

Until May 10, 2024, of the total amount due within 90 days, 64,871 was received.

The movement of the allowance for expected losses is as follows:

	December 31,
Description	2023	2022
Balances at the beginning of the year	(24,084)	(17,817)
Additions	(34,183)	(17,333)
Reversal	29,098	10,750
Write-off of uncollectible amounts	1,935	316
Balances at the end of the year	(27,234)	(24,084)

9.AIRCRAFT SUBLEASE

9.1Accounting policies

Aircraft subleases are transactions whereby the lessee, in this case the Company, subleases an asset that is leased from a third party, thus becoming an intermediate lessor. IFRS 16 – Leases, requires an intermediate lessor to classify the sublease as finance or operating.

Considering that the contracts entered into by the Company up to December 31, 2023 cover most of the term of the head lease, the subleases were accounted for as follows:

•Derecognition of the right-of-use asset related to the head lease and recognition of the receivables arising from the sublease contracts at present value;

•Recognition in profit or loss for the year of any difference between the right of use written off and the receivables arising from the sublease contract at present value;

| Azul S.A. | Consolidated Financial Statements | F-29 | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2023 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

•The lease liability with respect to the head lease continued to be recognized in the statement of financial position;

•Recognition of financial income over the term of the sublease; and

•Recognition of financial expenses relating to obligations of the head lease contract.

As of December 31, 2023, the Company has 3 aircraft under sublease (8 aircraft as of December 31, 2022).

9.2Breakdown of aircraft sublease

	December 31,
Description	2023	2022
2023	—	89,293
2024	15,386	70,396
2025	15,386	50,127
2026	4,001	7,951
Gross sublease	34,773	217,767
Accrued interest	(3,971)	(25,838)
Provision for losses	—	(15,876)
Net sublease	30,802	176,053
Current	14,592	70,193
Non-current	16,210	105,860

10.INVENTORIES

10.1.Accounting policies

Inventory balances mainly comprise parts and materials for maintenance. Inventories are measured at average acquisition cost plus expenses such as non-recoverable taxes, customs expenses, and transportation expenses. Expenses with freight on transfers between operational bases are not capitalized. Provisions for obsolescence of inventories are recorded for items not expected to be realized.

10.2.Breakdown of inventories

	December 31,
Description	2023	2022
Maintenance materials and parts	825,499	741,101
Flight attendance, uniforms and others	21,367	21,922
Provision for losses	(47,658)	(41,285)
Total net	799,208	721,738

Set out below is the movement of the provision for losses:

	December 31,
Description	2023	2022
Balances at the beginning of the year	(41,285)	(38,935)
Additions	(23,151)	(5,652)
Reversal	16,778	3,302
Balances at the end of the year	(47,658)	(41,285)		F-30	Consolidated Financial Statements	Azul S.A.
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Notes to the Consolidated Financial Statements
December 31, 2023
(In thousands of Brazilian reais – R$, unless otherwise indicated)

11.DEPOSITS

11.1Accounting policies

11.1.1Security deposits

Security deposits are represented by amounts deposited by the Company, mostly to the lessors of aircraft and engines, as guarantee for the fulfillment of the lease contract. Security deposits do not bear interest and are reimbursable at the end of the contracts. Judicial deposits are also classified in this group.

11.1.2Maintenance reserves

Certain master lease agreements provide for the payment of aircraft and engine maintenance reserves made to the lessors to be held as collateral for the performance of major maintenance activities, and therefore these deposits are reimbursable upon completion of the maintenance event in an amount equal to or less than:

•the amount of the maintenance reserve held by the lessor associated with the specific maintenance event; or

•the costs related to the specific maintenance event.

Substantially all of these maintenance reserve payments are calculated based on an aircraft utilization measure, such as flight hours or cycles.

As of the reporting date, we assess whether the maintenance reserve deposits required by the master lease agreements are expected to be recovered based on the expected future usage of the aircraft and timing of future maintenance events. A provision for loss is recognized for deposits that are not likely to be recovered.

Aircraft and engine maintenance reserves are classified as current or non-current depending on the dates on which the amounts are expected to be recovered.

11.2Breakdown of deposits

	December, 31
Description	2023	2022
Security deposits	418,537	374,960
Maintenance reserves	2,153,310	2,610,943
Total	2,571,847	2,985,903
Provision for loss	(278,352)	(446,342)
Total, net	2,293,495	2,539,561
Current	515,692	1,025,168
Non-current	1,777,803	1,514,393		Azul S.A.	Consolidated Financial Statements	F-31
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Notes to the Consolidated Financial Statements
December 31, 2023
(In thousands of Brazilian reais – R$, unless otherwise indicated)

The movement of security deposits and maintenance reserves is as follows:

Description	Security deposits	Maintenance reserves	Total
At December 31, 2021	319,530	1,644,889	1,964,419
Additions	123,796	714,079	837,875
Transfers	(48,688)	(14,847)	(63,535)
Provision inclusions and (reversals), net	—	(15,110)	(15,110)
Use by the lessor	—	(59,721)	(59,721)
Foreign currency exchange	(19,678)	(104,689)	(124,367)
At December 31, 2022	374,960	2,164,601	2,539,561
Additions	234,972	357,759	592,731
Transfers	(169,432)	(417,725)	(587,157)
Provision inclusions and (reversals), net	—	135,284	135,284
Use by the lessor	—	(221,054)	(221,054)
Foreign currency exchange	(21,963)	(143,907)	(165,870)
At December 31, 2023	418,537	1,874,958	2,293,495
Current	64,788	450,904	515,692
Non-current	353,749	1,424,054	1,777,803
At December 31, 2022
Current	77,241	947,927	1,025,168
Non-current	297,719	1,216,674	1,514,393

The movement of the allowance for maintenance reserves losses is as follows:

	December 31,
Description	2023	2022
Balances at the beginning of the year	(446,342)	(459,643)
Additions	(44,789)	(74,691)
Reversals	180,073	59,581
Foreign currency exchange	32,706	28,411
Balances at the end of the year	(278,352)	(446,342)

12.TAXES RECOVERABLE

12.1Accounting policies

Taxes recoverable represent rights that will be realized through offsets against taxes payable arising from the Company’s operating activities. The Company continuously reviews the realizability of these assets and, when necessary, provisions are made to ensure that these assets are accounted for at their realizable value. These amounts are presented net of a provision for losses, which is immaterial for additional disclosures.

| F-32 | Consolidated Financial Statements | Azul S.A. | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2023 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

12.2Breakdown of taxes recoverable

	December 31,
Description	2023	2022
Social Integration Program ("PIS") and Contribution to Social Security Financing ("COFINS")	73,029	135,176
Withholding income tax	121,216	39,528
Income taxes	8,315	29,359
Tax on the Circulation of Goods and Services ("ICMS")	19,940	21,661
Others	(3,067)	9,167
	219,433	234,891

13.ADVANCES TO SUPPLIERS

13.1Accounting policies

Advances to suppliers represent advance payment for goods or services that will be delivered in the future. These amounts are presented net of provisions for losses of R$28,676 (R$23,057 as of December 31, 2022).

13.2Breakdown of advances to suppliers

	December 31,
Description	2023	2022
Local currency	118,442	90,810
Foreign currency	102,609	30,887
	221,051	121,697

14.INCOME TAX AND CONTRIBUTION

14.1Accounting policies

14.1.1Current taxes

In Brazil, current taxes comprise corporate income tax (“IRPJ”) and social contribution on profit (“CSLL”), which are calculated monthly based on the taxable profit, after offsetting tax losses carryforwards, limited to 30% of taxable profit. A combined rate of 34% applies to this base.

Income from foreign subsidiaries is subject to taxation in accordance with the rates and legislation in force. In Brazil such income is taxed in accordance with Law No. 12,973/14, which states that a parent company of a foreign subsidiary adds such income to its taxable income for the period.

14.1.2Deferred taxes

Deferred taxes represent credits and debits on tax loss carryforwards, as well as temporary differences between the tax and accounting bases. Deferred tax and contribution assets and liabilities are classified as non-current. An impairment loss on these assets is recognized when the Company's internal studies indicate that the future use of these credits is not likely.

| Azul S.A. | Consolidated Financial Statements | F-33 | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2023 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

Deferred tax assets and liabilities are presented net if there is a legally enforceable right to set off tax liabilities against tax assets, and if they are related to taxes levied by the same tax authority on the same taxable entity, therefore, for presentation purposes, balances of tax assets and liabilities which do not meet the legal criteria for realization are disclosed separately. Deferred tax assets and liabilities are measured at the rates that are expected to be applicable in the period in which the asset is realized or the liability is settled, based on the tax rates and legislation in force at the reporting date. The projections of future taxable profits on tax loss carryforwards are prepared based on the business plans and are reviewed and approved annually by the Board of Directors.

14.1.3Uncertainty over income tax treatments

On January 1, 2019, the accounting standard IFRIC 23 – Uncertainty over Income Tax Treatments, became effective, addressing the application of recognition and measurement requirements when there is uncertainty over income tax treatments.

The Company analyzes relevant tax decisions of higher courts and whether they conflict in any way with the positions adopted. For known uncertain tax positions, when necessary, the Company establishes a provision based on the legal opinions issued by its legal advisors. The Company evaluates continuously the positions taken in which there are uncertainties about the tax treatment adopted.

14.1.4International Tax Reform – Pillar Two Model Rules

Amendments to IAS 12 – Income Taxes, became effective in response to the Organization for Economic Co-operation and Development (“OECD”) Pillar Two rules on Base Erosion and Profit Shifting (“BEPS”):

These changes had no impact on the Company's consolidated financial statements.

14.2Breakdown of deferred taxes

Description	December 31,<br>2022	Profit or loss	December 31,<br>2023
Deferred tax liability on taxable temporary differences
Breakage	(176,884)	(19,039)	(195,923)
Foreign currency exchange	—	(191,219)	(191,219)
Leases	(2,620,461)	(414,124)	(3,034,585)
Others	(516)	(541)	(1,057)
	(2,797,861)	(624,923)	(3,422,784)
Deferred tax asset on deductible temporary differences	2,797,861	585,397	3,383,258
Total income tax and deferred social contribution	—	(39,526)	(39,526)
Provision for deferred taxes	—	(39,526)	(39,526)		F-34	Consolidated Financial Statements	Azul S.A.
---	---	---		«Table of Contents	« Index to Financial Statements
---
Notes to the Consolidated Financial Statements
December 31, 2023
(In thousands of Brazilian reais – R$, unless otherwise indicated)

14.3Reconciliation of the effective income tax rate

	December 31,
Description	2023		2022		2021
Loss before income tax and social contribution	(2,340,930)		(722,367)		(4,213,208)
Combined nominal tax rate	34	%	34	%	34	%
Taxes calculated at nominal rates	795,916		245,605		1,432,491
Adjustments to determine the effective rate
Result from investments not taxed abroad	298,972		100,586		—
Unrecorded benefit on tax losses and temporary differences	(1,189,039)		(700,826)		(1,593,326)
Mark to market of convertible debt instruments	(8,584)		176,737		281,932
Permanent differences	43,764		154,669		(116,876)
Rate differential	24,377		29,189		—
Others	(4,932)		(5,960)		(4,221)
	(39,526)		—		—
Deferred income tax and social contribution	(39,526)		—		—
	—		—		—
Effective rate	(1.7)	%	—	%	—	%

The Company has tax losses that are available indefinitely for offset against 30% of future taxable profits on which deferred tax assets were not recognized as it is not probable that future taxable profits will be available for offset, as below:

	December 31,
Description	2023	2022	2021
Tax loss and negative bases	18,325,916	12,863,038	8,843,805
Tax loss (25%)	4,581,479	3,215,760	2,210,951
Negative social contribution base (9%)	1,649,332	1,157,673	795,942		Azul S.A.	Consolidated Financial Statements	F-35
---	---	---
«Table of Contents	« Index to Financial Statements
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Notes to the Consolidated Financial Statements
December 31, 2023
(In thousands of Brazilian reais – R$, unless otherwise indicated)

15.PROPERTY AND EQUIPMENT

15.1Accounting policies

Property and equipment, are stated at acquisition cost.

Depreciation is calculated according to the estimated economic useful life of each asset using the straight-line method. The estimated economic useful lives, residual values and depreciation methods are reviewed annually and the effects of any changes in estimates are accounted for prospectively.

The carrying amounts of property and equipment items are tested annually to identify any indication of impairment or when facts or changes in circumstances indicate that the carrying amount is greater than the estimated recoverable amount.

An item of property and equipment is derecognized upon its disposal or when no future economic benefits are expected from the continued use of the asset. Any gains or losses arising on the sale or derecognition of an item are determined by the difference between the amount received on the sale and the carrying amount of the asset and are recognized in profit or loss.

The Company receives credits from manufacturers when purchasing certain aircraft and engines, which can be used to pay for maintenance services. These credits are recorded as a reduction in the acquisition cost of aircraft and related engines.

During the year ended December 31, 2023, the Company hired experts to review the useful life of its property and equipment. This review had no impact on these financial statements.

15.1.1Sale and leaseback transactions

Initially, sale and leaseback transactions are analyzed within the scope of IFRS 15 – Revenue from Contracts with Customers, in order to verify whether the performance obligation has been satisfied, and therefore to account for the sale of the asset. If this requirement is not met, it is a finance arrangement with the asset given as guarantee.

If the requirements related to the performance obligation set out are met, the Company measures a right-of-use asset arising from the sale and leaseback transaction in proportion to the carrying amount of the asset related to the right of use retained by the Company. Accordingly, only the gains or losses related to the rights transferred to the buyer-lessor are recognized.

During the year ended December 31, 2023, the Company carried out a “sale and leaseback” transaction for an engine, where the proceeds, net of sales costs, amounted to a loss of R$6,356 (gain of R$33,155 as of December 31, 2022) and was recognized in the statement of operations under the line item “Other”.

15.1.2Advance payments for acquisition of aircraft

Advance payments for the acquisition of aircraft are recognized in property and equipment.

| F-36 | Consolidated Financial Statements | Azul S.A. | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2023 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

15.2Breakdown of property and equipment

Description	Weighted average rate (p.a.)	December 31,<br>2022	Acquisitions	Write-offs	Transfers(b)	December 31,<br>2023
Cost
Aircraft(a)		2,656,771	388,247	(392,148)	21,243	2,674,113
Improvements		524,075	104,167	(97,188)	24,358	555,412
Equipment and facilities		222,482	30,296	(56,968)	—	195,810
Others		32,205	2,340	(5,314)	—	29,231
Construction in progress		44,243	88,991	(13,984)	(23,155)	96,095
Advance payments for acquisition of aircraft		109,487	192,399	—	(3,846)	298,040
		3,589,263	806,440	(565,602)	18,600	3,848,701
Depreciation
Aircraft(a)	9 %	(965,066)	(230,143)	119,285	—	(1,075,924)
Improvements	14 %	(214,411)	(71,643)	97,067	—	(188,987)
Equipment and facilities	11 %	(151,732)	(25,139)	56,011	—	(120,860)
Others	8 %	(25,888)	(2,715)	5,314	—	(23,289)
		(1,357,097)	(329,640)	277,677	—	(1,409,060)
Property and equipment		2,232,166	476,800	(287,925)	18,600	2,439,641
Impairment		(279,077)	—	135,287	—	(143,790)
Total property and equipment, net		1,953,089	476,800	(152,638)	18,600	2,295,851

(a)Includes aircraft, engines, simulators and flight equipment.

(b)The transfer balances are between “Property and equipment”, “Right - of - use assets” and “Intangible assets".

| Azul S.A. | Consolidated Financial Statements | F-37 | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2023 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) || Description | Weighted average rate (p.a.) | December 31,<br>2021 | Acquisitions | Write-offs | Transfers(b) | December 31,<br>2022 | | --- | --- | --- | --- | --- | --- | --- | | Cost | | | | | | | | Aircraft(a) | | 2,519,231 | 815,578 | (903,072) | 225,034 | 2,656,771 | | Improvements | | 506,678 | 7,869 | (9,213) | 18,741 | 524,075 | | Equipment and facilities | | 199,119 | 18,767 | (407) | 5,003 | 222,482 | | Others | | 29,905 | 2,073 | (20) | 247 | 32,205 | | Construction in progress | | 52,174 | 47,427 | (5,009) | (50,349) | 44,243 | | Advance payments for acquisition of aircraft | | 85,607 | 23,880 | — | — | 109,487 | | | | 3,392,714 | 915,594 | (917,721) | 198,676 | 3,589,263 | | Depreciation | | | | | | | | Aircraft(a) | 9 % | (811,322) | (223,828) | 108,911 | (38,827) | (965,066) | | Improvements | 10 % | (174,092) | (48,399) | 8,080 | — | (214,411) | | Equipment and facilities | 11 % | (129,236) | (22,721) | 225 | — | (151,732) | | Others | 12 % | (22,400) | (3,492) | 4 | — | (25,888) | | | | (1,137,050) | (298,440) | 117,220 | (38,827) | (1,357,097) | | Property and equipment | | 2,255,664 | 617,154 | (800,501) | 159,849 | 2,232,166 | | Impairment | | (294,490) | — | 15,413 | — | (279,077) | | Total property and equipment, net | | 1,961,174 | 617,154 | (785,088) | 159,849 | 1,953,089 |

(a)Includes aircraft, engines, simulators and flight equipment.

(b)The balances of transfers are between “Aircraft sublease”, “Property and equipment”, “Right-of-use assets” and “Other assets”.

16.RIGHT-OF-USE ASSETS

16.1Accounting policies

IFRS 16 – Leases, requires lessees at the commencement date of a contract to recognize a lease liability to make payments and an asset representing the right to use the underlying asset over the lease term (a right-of-use asset - “ROU”). Lessees must separately recognize interest expense on the lease liability and the depreciation expense of the right-of-use asset in profit or loss.

Lessees are also required to reassess the lease liability in the event of certain events, for example, a change in the lease term, or a change in future lease payment flows as a result of a change in an index or rate used to determine such payments. In general, the lessee must recognize the remeasurement amount of the lease liability as an adjustment to the right-of-use asset.

Considering the dollar-denominated environment in which the Company raises funds, in determining the discount rate the Company used as a basis incremental borrowing rates at the commencement and/or modification dates of the lease agreements in foreign currency.

| F-38 | Consolidated Financial Statements | Azul S.A. | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2023 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

16.1.1Componentization of aircraft

At the receipt and initial recognition of right-of-use assets, the Company allocates the total cost of the aircraft between five major components, airframe, auxiliary power unit (“APU”) or propeller, landing gear and two engines. The useful life of each component is determined according to the estimated period until the next maintenance event, limited to the end of the lease term and/or the estimated useful life of the component.

16.1.2Capitalization of heavy maintenance events

Heavy maintenance events that increase the useful life of assets are capitalized. Such contracts can be of the “power-by-the-hour” type, in which the amounts owed to maintenance providers are calculated based on the flight hours and cycles.

Subsequently, they are depreciated during the respective period of use considering the shorter period between the next scheduled maintenance event or until the end of the lease. Repairs and other routine maintenance are recognized in profit or loss in the period in which they are incurred.

16.1.3Recognition of contractual obligations relating to return of aircraft

The costs resulting from the maintenance events that will be carried out immediately before the return of the aircraft to the lessors are recognized as an obligation at present value, with an offsetting entry increasing the cost of the asset, as long as they can be reasonably estimated. Assets are depreciated on a straight-line basis over the lease contract term, while liabilities are updated by interest rates and exchange effects.

| Azul S.A. | Consolidated Financial Statements | F-39 | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2023 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

16.2Breakdown of right-of-use assets

Description	Weighted average rate (p.a.)	December 31,<br>2022	Acquisitions	Write-offs	Modifications	Transfers(b)	December 31,<br>2023
Cost
Aircraft(a)		12,753,324	1,063,167	(833,855)	1,281,755	15,548	14,279,939
Maintenance of aircraft and engines		1,938,788	568,874	(892,072)	(30,128)	(33,426)	1,552,036
Restoration of aircraft and engines		1,819,438	501,864	(455,967)	(165,725)	—	1,699,610
Others		226,621	21,763	—	76,266	—	324,650
		16,738,171	2,155,668	(2,181,894)	1,162,168	(17,878)	17,856,235
Depreciation
Aircraft(a)	8 %	(7,228,226)	(958,351)	769,937	—	(914)	(7,417,554)
Maintenance of aircraft and engines	17 %	(1,159,612)	(327,401)	870,634	—	—	(616,379)
Restoration of aircraft and engines	31 %	(628,522)	(557,984)	455,967	29,038	—	(701,501)
Others	22 %	(58,914)	(50,329)	—	—	—	(109,243)
		(9,075,274)	(1,894,065)	2,096,538	29,038	(914)	(8,844,677)
Right-of-use assets		7,662,897	261,603	(85,356)	1,191,206	(18,792)	9,011,558
Impairment		(110,349)	—	110,349	—	—	—
Right-of-use assets, net		7,552,548	261,603	24,993	1,191,206	(18,792)	9,011,558

(a)Includes aircraft, engines, and simulators.

(b)The balances of transfers are between “Property and equipment”, “Right-of-use assets” and “Intangible assets”.

| F-40 | Consolidated Financial Statements | Azul S.A. | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2023 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) || Description | Weighted average rate (p.a.) | December 31,<br>2021 | Acquisitions | Write-offs | Modifications | Transfers(b) | December 31,<br>2022 | | --- | --- | --- | --- | --- | --- | --- | --- | | Cost | | | | | | | | | Aircraft(a) | | 11,476,271 | 1,436,969 | (66,458) | 49,271 | (142,729) | 12,753,324 | | Maintenance of aircraft and engines | | 1,542,856 | 628,293 | (209,458) | (15,242) | (7,661) | 1,938,788 | | Restoration of aircraft and engines | | 1,387,738 | 678,685 | (246,985) | — | — | 1,819,438 | | Others | | 89,226 | 193,359 | (67,416) | 11,452 | — | 226,621 | | | | 14,496,091 | 2,937,306 | (590,317) | 45,481 | (150,390) | 16,738,171 | | Depreciation | | | | | | | | | Aircraft(a) | 7 % | (6,438,766) | (847,541) | 19,254 | — | 38,827 | (7,228,226) | | Maintenance of aircraft and engines | 20 % | (1,052,190) | (313,613) | 206,191 | — | — | (1,159,612) | | Restoration of aircraft and engines | 34 % | (380,649) | (468,050) | 220,177 | — | — | (628,522) | | Others | 44 % | (19,240) | (39,674) | — | — | — | (58,914) | | | | (7,890,845) | (1,668,878) | 445,622 | — | 38,827 | (9,075,274) | | Right-of-use assets | | 6,605,246 | 1,268,428 | (144,695) | 45,481 | (111,563) | 7,662,897 | | Impairment | | (605,651) | — | 488,731 | — | 6,571 | (110,349) | | Right-of-use assets, net | | 5,999,595 | 1,268,428 | 344,036 | 45,481 | (104,992) | 7,552,548 |

(a)Includes aircraft, engines, and simulators.

(b)The balances of transfers are between “Aircraft sublease”, “Property and equipment”, “Right-of-use assets”, “Intangible assets” and “Other assets”.

Azul S.A.	Consolidated Financial Statements	F-41
«Table of Contents	« Index to Financial Statements
---
Notes to the Consolidated Financial Statements
December 31, 2023
(In thousands of Brazilian reais – R$, unless otherwise indicated)

17.INTANGIBLE ASSETS

17.1Accounting policies

17.1.1Definite useful life

Intangible assets acquired are measured at cost at the time of their initial recognition. After initial recognition, intangible assets with finite useful lives, generally software, are stated at cost, less accumulated amortization and accumulated impairment losses, where applicable. Intangible assets generated internally, excluding development costs, are not capitalized and the expense is recognized in profit or loss when incurred.

17.1.2Indefinite useful life

17.1.2.1Goodwill

Goodwill was recognized from the business combinations of IntelAzul and Conecta. Goodwill is tested annually for impairment by comparing the carrying amount of the CGU to which goodwill has been allocated with its value in use. Management makes judgments and establishes assumptions to assess the impact of macroeconomic and operational changes, in order to estimate future cash flows and measure the recoverable amount of its CGU.

17.1.2.2Rights of operations in airports (slots)

In the business combinations of IntelAzul and Conecta, slots were acquired that were recognized at their fair values on the acquisition date and not amortized. The estimated useful life of these rights was considered indefinite due to several factors and considerations, including applications and authorizations for permission to operate in Brazil and limited availability of operating rights at the most important airports in terms of air traffic volume. Slots are tested annually for impairment by comparing the carrying amount of the CGU to which slots have been allocated with its value in use.

17.2Breakdown of intangible assets

Description	Weighted average rate (p.a.)	December 31,<br>2022	Acquisitions	Write-offs	Transfers (a)	December 31,<br>2023
Cost
Goodwill	—	901,417	—	—	—	901,417
Slots	—	126,547	—	—	—	126,547
Software	—	946,516	251,683	(422,080)	192	776,311
		1,974,480	251,683	(422,080)	192	1,804,275
Amortization
Software	19 %	(547,957)	(182,264)	389,193	—	(341,028)
		(547,957)	(182,264)	389,193	—	(341,028)
Total intangible assets, net		1,426,523	69,419	(32,887)	192	1,463,247

(a)The balances of transfers are between “Property and equipment”, “Right-of-use assets”, and "Intangible assets”.

| F-42 | Consolidated Financial Statements | Azul S.A. | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2023 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) || Description | Weighted average rate (p.a.) | December 31,<br>2021 | Acquisitions | Write-offs | December 31,<br>2022 | | --- | --- | --- | --- | --- | --- | | Cost | | | | | | | Goodwill | | 901,417 | — | — | 901,417 | | Slots | | 126,547 | — | — | 126,547 | | Software | | 748,049 | 198,525 | (58) | 946,516 | | | | 1,776,013 | 198,525 | (58) | 1,974,480 | | Amortization | | | | | | | Software | 17 % | (417,975) | (129,982) | — | (547,957) | | | | (417,975) | (129,982) | — | (547,957) | | Total intangible assets, net | | 1,358,038 | 68,543 | (58) | 1,426,523 |

17.3Impairment of intangible assets without a finite useful life

As of December 31, 2023, the Company performed its annual impairment test of the carrying amount of its cash generating unit to which goodwill and slots are allocated, through determining its value in use by reference to future discounted cash flows.

The assumptions used in the impairment tests of goodwill and slots are consistent with the Company's operating plans and internal projections, prepared for a period of five years. After this period, a perpetuity rate of growth of operating projections is assumed. The discounted cash flow that determined the value in use of the cash-generating unit was prepared according to the Company’s business plan approved by the Board of Directors in December 2023.

The following assumptions were considered:

•Fleet and capacity: plan for operational fleet, utilization and capacity of aircraft in each route;

•Passenger revenue: historical revenue per seat per kilometer flown with growth in line with the Company's business plan;

•Operating costs: specific performance indicators by cost line, in line with the Company's business plan, as well as macroeconomic assumptions; and

•Investment needs: aligned with the Company’s business plan.

The macroeconomic assumptions commonly adopted include the Gross Domestic Product (“GDP”) and projections of the US dollar, both obtained from the Focus Report issued by the Central Bank of Brazil, in addition to future kerosene barrel prices and interest rates, obtained from specific Bloomberg disclosures.

The result of the goodwill and slots impairment test demonstrated that the estimated recoverable amount of the CGU is significantly greater than its carrying amount and, therefore, no impairment loss was identified. To estimate the value in-use of the CGU, a pre-tax discount rate of 11.4% (11.5% as of December 31, 2022) and a growth rate in perpetuity of 3.0% (3.0% as of December 31, 2022) were used.

	December 31,
Description	2023	2022
Carrying amount – Goodwill and slots	1,027,964	1,027,964		Azul S.A.	Consolidated Financial Statements	F-43
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«Table of Contents	« Index to Financial Statements
---
Notes to the Consolidated Financial Statements
December 31, 2023
(In thousands of Brazilian reais – R$, unless otherwise indicated)

18.LOANS AND FINANCING

18.1Accounting policies

Loans and financing are initially recognized at fair value less any directly attributable transaction costs. After initial recognition, these financial liabilities are measured at amortized cost using the effective interest method.

18.2Movement of loans and financing

Description	Effective rate	Maturity	December 31,<br>2022	Funding <br>(–) costs	Transfers(a)	Payment of principal	Payment of interest	Interest incurred	Foreign currency exchange	Effects of restriction(b)	Amortized cost	December 31,<br>2023	Principal payable	Interest Payable	Amortized cost	December 31,<br>2023
In foreign currency – US
Senior notes – 2024	6.3 %	Oct-24	2,097,402	—	(1,596,972)	—	(92,985)	76,569	(157,024)	1,212	3,897	332,099	329,472	3,441	(814)	332,099
Senior notes – 2026	7.8 %	Jun-26	3,095,665	—	(2,725,010)	—	(126,950)	121,218	(253,595)	34,278	6,966	152,572	153,701	464	(1,593)	152,572
Senior notes – 2028	13.5 %	Aug-28	—	3,643,382	186,005	—	(173,450)	218,885	31,138	—	16,771	3,922,731	4,051,093	42,960	(171,322)	3,922,731
Senior notes – 2029	11.5 %	May-29	—	—	1,410,967	(277,961)	(52,893)	65,165	20,267	—	—	1,165,545	1,153,751	11,794	—	1,165,545
Senior notes – 2030	10.9 %	May-30	—	—	2,725,010	—	(112,453)	140,308	24,648	—	—	2,777,513	2,750,921	26,592	—	2,777,513
Aircraft, engines and others	9.3 %	Mar-29	731,224	—	(1,067)	(402,994)	(42,727)	47,720	(53,401)	—	5,524	284,279	283,965	1,808	(1,494)	284,279
	10.0 %	May-26	—	79,222	—	—	—	196	(332)	—	—	79,086	78,890	196	—	79,086
			5,924,291	3,722,604	(1,067)	(680,955)	(601,458)	670,061	(388,299)	35,490	33,158	8,713,825	8,801,793	87,255	(175,223)	8,713,825
In local currency – R
Working capital	CDI +3,1 %	Feb-24	496,997	301,098	—	(770,795)	(59,807)	58,454	—	—	1,544	27,491	27,190	301	—	27,491
		Sep-25	2,675	—	—	(546)	(155)	183	—	—	—	2,157	2,157	—	—	2,157
																—
Debentures	16.3 %	Dec-28	747,170	585,661	—	(431,530)	(123,907)	131,629	—	—	10,049	919,072	913,521	28,409	(22,858)	919,072
																—
Aircraft, engines and others	17.4 %	May-25	19,284	—	—	(4,697)	(4,714)	2,868	—	—	30	12,771	12,851	—	(80)	12,771
	6.3 %	Mar-27	42,282	—	—	(18,600)	(2,111)	1,912	—	—	113	23,596	23,596	—	—	23,596
																—
			1,308,408	886,759	—	(1,226,168)	(190,694)	195,046	—	—	11,736	985,087	979,315	28,710	(22,938)	985,087
Total in R			7,232,699	4,609,363	(1,067)	(1,907,123)	(792,152)	865,107	(388,299)	35,490	44,894	9,698,912	9,781,108	115,965	(198,161)	9,698,912
Current			1,112,940									1,100,051				1,100,051
Non-current			6,119,759									8,598,861				8,598,861

All values are in US Dollars.

(a)The balance of transfers are between “Loans and financing” and “Leases”.

(b)Refers mainly to the acceleration of the amortization of funding costs considered extinguished in accordance with the requirements of paragraph 3.3.2 of IFRS 9 – Financial instruments, which determines that a substantial modification of the terms of a debt instrument, or a portion thereof, will be accounted for with an extinguishment of such instrument.

| F-44 | Consolidated Financial Statements | Azul S.A. | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2023 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) | | Description | Effective rate | Maturity | December 31,<br>2021 | Funding<br>(–) costs | Payment of principal | Payment of interest | Interest incurred | Foreign currency exchange | Amortized cost | December 31, 2022 | Principal payable | Interest accrued | Amortized cost | December 31, 2022 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | In foreign currency – US | | | | | | | | | | | | | | | | Senior notes – 2024 | 6.3 % | Oct-24 | 2,236,910 | — | — | (120,924) | 120,487 | (146,308) | 7,237 | 2,097,402 | 2,087,079 | 21,798 | (11,475) | 2,097,402 | | Senior notes – 2026 | 7.8 % | Jun-26 | 3,298,018 | — | — | (227,525) | 222,675 | (208,927) | 11,424 | 3,095,665 | 3,130,620 | 9,457 | (44,412) | 3,095,665 | | Aircraft and engines | 9.3 % | Mar-29 | 1,096,955 | — | (306,668) | (43,061) | 52,940 | (74,467) | 5,525 | 731,224 | 733,697 | 4,669 | (7,142) | 731,224 | | | Libor 3M + 2.6 % | Mar-22 | 1,561 | — | (1,428) | — | 6 | (139) | — | — | — | — | — | — | | | | | 6,633,444 | — | (308,096) | (391,510) | 396,108 | (429,841) | 24,186 | 5,924,291 | 5,951,396 | 35,924 | (63,029) | 5,924,291 | | In local currency – R | | | | | | | | | | | | | | | | Working capital | 18.6 % | Feb-24 | 643,699 | 227,467 | (369,623) | (108,887) | 104,030 | — | 311 | 496,997 | 495,631 | 1,798 | (432) | 496,997 | | | 2.9 % | Sep-25 | 23,202 | — | (20,728) | (1,031) | 1,232 | — | — | 2,675 | 2,648 | 27 | — | 2,675 | | Debentures(a) | 16.3 % | Dec-27 | 733,017 | (12,308) | (74,056) | (50,908) | 147,029 | — | 4,396 | 747,170 | 694,921 | 70,820 | (18,571) | 747,170 | | Aircraft and engines | 17.4 % | May-25 | 28,038 | — | (8,350) | (4,374) | 3,910 | — | 60 | 19,284 | 19,386 | 18 | (120) | 19,284 | | | CDI + 6.2 % | Mar-27 | 84,330 | — | (42,324) | (3,863) | 4,017 | — | 122 | 42,282 | 42,397 | 7 | (122) | 42,282 | | | | | 1,512,286 | 215,159 | (515,081) | (169,063) | 260,218 | — | 4,889 | 1,308,408 | 1,254,983 | 72,670 | (19,245) | 1,308,408 | | Total in R | | | 8,145,730 | 215,159 | (823,177) | (560,573) | 656,326 | (429,841) | 29,075 | 7,232,699 | 7,206,379 | 108,594 | (82,274) | 7,232,699 | | Current | | | 984,266 | | | | | | | 1,112,940 | | | | 1,112,940 | | Non-current | | | 7,161,464 | | | | | | | 6,119,759 | | | | 6,119,759 |

All values are in US Dollars.

(a)The amount of R$12,308 refers to costs to be amortized due to the renegotiation of the debentures.

18.3Schedule of amortization of long-term debt

	December 31,
Description	2023	2022
2023	—	1,112,940
2024	1,100,051	2,397,036
2025	222,201	234,919
2026	355,930	3,306,081
2027	116,146	172,205
After 2027	7,904,584	9,518
	9,698,912	7,232,699
Current	1,100,051	1,112,940
Non-current	8,598,861	6,119,759		Azul S.A.	Consolidated Financial Statements	F-45
---	---	---		«Table of Contents	« Index to Financial Statements
---
Notes to the Consolidated Financial Statements
December 31, 2023
(In thousands of Brazilian reais – R$, unless otherwise indicated)

18.4Main loan and financing operations

18.4.1Funding occurred in 2023

18.4.1.1Working capital

During the first quarter, the Company raised R$302,252 at costs of R$1,154, a rate equivalent to CDI+6.4% p.a. and a single payment of interest and principal in June 2023. During the second quarter, the payment deadline was postponed to September 2023 and the interest rate was postponed to CDI+6.5% p.a. In July 2023 the balance was paid in advance.

18.4.1.2Debentures

During the second quarter, the Company granted the 11th issue of simple debentures, not convertible into shares, of the type with real guarantee, with additional personal guarantee, in a single series, in the principal amount of R$600,000, with a nominal unit face value of R$1, costs of R$11,872, rate equivalent to CDI+6.0% p.a. and maturity in June 2024. Interest will be amortized monthly. The resources were fully and exclusively used to pay for the supply aircraft fuel.

18.4.1.3Senior notes 2028

In July 2023, the Company completed a private offering of senior debt securities for a principal amount of R$3,831,040, (equivalent to US$800,000), costs funding were from R$187,658, with interest of 11.9% p.a. paid quarterly starting in November 2023 and principal due in August 2028. The net proceeds will be used to pay certain debts, obligations and other corporate purposes.

In October 2023, the Company issued additional notes for a principal amount of R$186,005 (equivalent to US$36,778). Such notes were issued in exchange for the aggregate principal amount of R$190,819 (equivalent to US$37,730) of the Senior Notes 2024.

18.4.1.4Aircraft and engines

In November 2023, the Company financed R$79,222, with interest of 4.6%p.a. plus the variation in the Secured Overnight Financing Rate (“SOFR”) and maturity in May 2026.

18.4.2Renegotiations occurred in 2023

18.4.2.1Debentures

During the first quarter, the Company renegotiated the terms of the debentures, with a principal amount of R$700,000, costs of R$2,467 in order to extend the maturity date from December 2027 to December 2028. There was no change in interest rates.

In accordance with IFRS 9 – Financial Instruments, the Company concluded that the renegotiation does not fall within the scope of debt extinguishment. For this reason, any costs or fees incurred were deducted from the debt balance.

| F-46 | Consolidated Financial Statements | Azul S.A. | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2023 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

18.4.2.2Aircraft and engines

During the first quarter, the Company renegotiated the deferral of the payment from March 31, 2023 to December 31, 2023 of an installment in the amount of R$194,330, changing the weighted average rate from 6.5% p.a. to 7.4% p.a. Linked to this renegotiation, in the second quarter, the weighted average rate of the entire contract was renegotiated, changing from 7.4% p.a. to 8.6% p.a. In December 2023 the balance was paid in advance.

In accordance with IFRS 9 - Financial Instruments, the Company concluded that the renegotiation does not fall within the scope of debt extinguishment. For this reason, any costs or fees incurred were deducted from the debt balance.

18.4.2.3Senior notes

In June, 2023, the Company announced its subsidiary Azul Investments issued:

•an offer exchange debt securities with interest of 5.9% p.a due 2024 (Senior Notes 2024) for debt securities with interest of 11.5% p.a. due 2029; and

•an offer to exchange debt securities with interest of 7.3% p.a due 2026 (Senior Notes 2026) for debt securities with interest of 10.9% p.a. due 2030.

In July and October 2023, the Company concluded its exchange offers and as a consequence issued:

•R$1,410,967 (equivalent to US$294,215) in principal amount with interest of 11.5% p.a. due 2029 (which were issued in exchange for R$1,410,967 (equivalent to US$294,215) in aggregate principal amount of the Senior Notes 2024);

•R$2,725,010 (equivalent to US$568,219) in the principal amount with interest of 10.9% p.a. maturing in 2030 (which were issued in exchange for R$2,725,166 (equivalent to US$568,252) in the principal amount of the Senior Notes 2026); and.

•R$186,005 (equivalent to US$36,778) in principal amount with interest of 11.5% p.a. due 2028 (which were issued in exchange for R$190,819 (equivalent to US$37,730) in aggregate principal amount of Senior Notes 2024);

In total, 90.0% of the principal value of the 2024 and 2026 Senior Notes was exchanged for 2028 and 2030 debt securities, as shown below:

Description	Total principal amount offered for exchange US$	% exchanged
5.9% Senior notes 2024	331,945	83.0	%
7.3% Senior notes 2026	568,252	94.7	%
Total	900,197	90.0	%

Due to debt renegotiations, the amount of R$199,635 was recorded in the statements of operations, under the line “Debt restructuring”. The amount refers to R$35,490 of the effects of extinguishing the debt and R$164,145 of new costs incurred, not capitalized as it concerns the extinguishment of the original debts.

| Azul S.A. | Consolidated Financial Statements | F-47 | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2023 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

18.5Covenants

As of December 31, 2023, the Company has loans and financing subject to covenants related to the indebtedness level and the debt service coverage ratio.

Covenant related to:	Restrictive clause<br>relating to:	Frequency of measurement	Indicators for the measurement	Reached
9th and 10th issue of debentures	Annual	(i) Adjusted debt service coverage ratio (DSCR).<br>(ii) Financial leverage .	(i) equal to or greater than 1.2<br><br>(ii) less than or equal to 6.5 in 2023; 5.0 in 2024 and 2025; and 4.5 in 2026 and 2027.	Waiver
11th issue of debentures	Annual	(i) index obtained by adjusted net debt/adjusted EBITDA.	(i) financial leverage less than or equal to 3.75%.as of December 31, 2023	Reached
Aircraft financing	Annual	(i) Adjusted debt service coverage ratio (DSCR); and<br>(ii) Financial leverage.	(i) equal to or greater than 1.2; and<br><br>(ii) less than or equal to 6.5.	Waiver
Engine maintenance financing	Quarterly/Annual	(i) Adjusted debt service coverage ratio (DSCR); and<br>(ii) Financial leverage.	(i) equal to or greater than 1.2; and<br><br>(ii) less than or equal to 5.5.	Waiver

The Company requested waivers from its counterparties, and obtained them for the year ended December 31, 2023. Therefore, the related debt is classified in these financial statements in accordance with the contractual flow originally established.

18.6Guarantees

The package of guarantees for the debt renegotiations and the issuance of Senior Notes 2028, which took place during 2023, consists of the fiduciary assignment of the flow of receivables from Azul Viagens and the loyalty program and the fiduciary sale of the loyalty program's intellectual property. The Senior Notes 2028 and the Convertible Debentures are guaranteed in the first degree and the Senior Notes 2029 and 2030 are guaranteed in the second degree.

19.LEASES

19.1Accounting policies

Lease liabilities are recognized, measured, presented and disclosed in accordance with IFRS – 16 Leases, against right-of-use assets, the accounting policies adopted by the Company for leasing operations are presented in note 16.

19.2Renegotiations

During the year ended December 31, 2023, the Company defined the conditions for renegotiations and began to sign, who agreed to receive negotiable debt securities maturing in 2030 and shares priced to reflect Azul's new cash generation, its improved capital structure and the reduction of its credit risk.

| F-48 | Consolidated Financial Statements | Azul S.A. | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2023 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

Until December 31, 2023, the Company had renegotiated 119 lease contracts under these new conditions. In general, the conditions agreed between the Company and lessors are as follows:

•Notes: R$1,385,115 (equivalent to US$286,104), with interest to be paid quarterly from December 2023, with interest of 7.5% p.a., and principal maturity in June 2030; and

•Convertible to equity: R$2,178,740 (equivalent to US$450,032), with interest-free and consecutive quarterly payments, starting in July 2024.

The costs incurred in these transactions correspond to R$84,421 and were recognized in the statement of operations as required by IFRS 9 – Financial Instruments.

	December 31,
Description	2023	2022
Leases	12,455,827	14,582,833
Leases – Notes	1,030,845	—
Leases – Convertible to equity	1,659,739	—
	15,146,411	14,582,833
Current liabilities	3,687,392	4,025,948
Non-current assets	11,459,019	10,556,885

19.3Movement of Leases

Description	Average remaining term	Weighted average rate		December 31,<br>2022	Additions	Modifications	Payments	Interest incurred	Transfers(b)	Write-offs	Foreign currency exchange	December 31,<br>2023
Lease without purchase option:
Aircraft(a)	8.1	16.3	%	13,585,810	1,086,943	1,090,251	(2,834,794)	2,209,708	(2,544,154)	(103,107)	(922,775)	11,567,882
Others	4.6	10.3	%	185,527	21,763	76,266	(55,934)	19,194	—	—	(9,562)	237,254
Lease with purchase option:
Aircraft(a)	5.0	13.8	%	811,496	—	70,806	(192,819)	99,766	(90,815)	—	(47,743)	650,691
Total				14,582,833	1,108,706	1,237,323	(3,083,547)	2,328,668	(2,634,969)	(103,107)	(980,080)	12,455,827
Current				4,025,948								3,349,056
Non-current				10,556,885								9,106,771

(a)Includes aircraft, engines, and simulators.

(b)The transfer balances are between “Loans and financing”, “Leases”; “Leases: Notes and Convertible to equity”; “Accounts payable” and “Other liabilities”.

| Azul S.A. | Consolidated Financial Statements | F-49 | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2023 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) || Description | Average remaining term | Weighted average rate | December 31,<br>2021 | Additions | Modifications | Payments | Interest incurred | Write-offs | Foreign currency exchange | December 31, 2022 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Lease without purchase option: | | | | | | | | | | | | Aircraft(a) | 7.6 | 21.3 % | 13,724,647 | 1,507,577 | 55,342 | (3,220,152) | 2,400,049 | (1,123) | (880,530) | 13,585,810 | | Other | 4.9 | 9.8 % | 71,869 | 193,360 | 11,452 | (38,031) | 15,798 | (67,416) | (1,505) | 185,527 | | Lease with purchase option: | | | | | | | | | | | | Aircraft(a) | 5.8 | 18.5 % | 1,094,059 | 113,231 | (113,993) | (345,503) | 117,281 | — | (53,579) | 811,496 | | Total | | | 14,890,575 | 1,814,168 | (47,199) | (3,603,686) | 2,533,128 | (68,539) | (935,614) | 14,582,833 | | Current | | | 3,497,665 | | | | | | | 4,025,948 | | Non-current | | | 11,392,910 | | | | | | | 10,556,885 |

(a)Includes aircraft, engines, and simulators.

19.4Leases – Notes

Description	Average remaining term	Weighted average rate	December,31 2022	Additions	Interest incurred	Transfers(a)	Foreign currency exchange	December 31, 2023
Financing with lessors – Notes	6.5	14.8 %	—	11,097	36,292	1,018,404	(34,948)	1,030,845
Total			—	11,097	36,292	1,018,404	(34,948)	1,030,845
Current			—					121,948
Non-current			—					908,897

(a)The transfer balances are between “Leases” and “Leases: Notes and Convertible to equity”.

| F-50 | Consolidated Financial Statements | Azul S.A. | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2023 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

19.5Leases – Convertible to equity

Description	Average remaining term	Weighted average rate	December,31 2022	Additions	Interest incurred	Transfers(a)	Foreign currency exchange	December,31 2023
Financing with lessors – Convertible to equity	3.6	14.6 %	—	17,270	55,597	1,640,771	(53,899)	1,659,739
Total			—	17,270	55,597	1,640,771	(53,899)	1,659,739
Current			—					216,388
Non-current			—					1,443,351

(a)The transfer balances are between “Leases” and “Leases: Notes and Convertible to equity”.

19.6Schedule of amortization of leases

	December 31,
Description	2023	2022
2023	—	4,387,911
2024	3,570,147	4,162,958
2025	2,851,258	3,579,587
2026	2,615,718	3,237,509
2027	2,226,313	2,909,201
After 2027	9,594,071	8,512,031
Minimum lease payments	20,857,507	26,789,197
Financial charges	(8,401,680)	(12,206,364)
Present value of minimum lease payments	12,455,827	14,582,833
Current	3,349,056	4,025,948
Non-current	9,106,771	10,556,885		Azul S.A.	Consolidated Financial Statements	F-51
---	---	---		«Table of Contents	« Index to Financial Statements
---
Notes to the Consolidated Financial Statements
December 31, 2023
(In thousands of Brazilian reais – R$, unless otherwise indicated)

19.7Schedule of amortization of leases – Notes

Description	December 31, 2023
2024	130,432
2025	103,883
2026	103,883
2027	103,883
After 2027	1,644,823
Minimum lease payments	2,086,904
Financial charges	(1,056,059)
Present value of minimum lease payments	1,030,845
Current	121,948
Non-current	908,897

There were no comparative balances as of December 31, 2022.

| F-52 | Consolidated Financial Statements | Azul S.A. | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2023 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

19.8Schedule of amortization of Leases – Convertible to equity

Description	December 31, 2023
2024	235,897
2025	726,247
2026	726,247
2027	490,348
Minimum lease payments	2,178,739
Financial charges	(519,000)
Present value of minimum lease payments	1,659,739
Current	216,388
Non-current	1,443,351

There were no comparative balances as of December 31, 2022.

19.9Covenants

As of December 31, 2023, the Company has lease liabilities subject to covenants related to the indebtedness level and the debt service coverage ratio.

Covenant related to:	"Indicators for the measurement"	Frequency of measurement	Required	Reached
Aircraft financing	Annual	(i) Adjusted debt service coverage ratio (DSCR); and<br>(ii) Financial leverage	(i) equal to or greater than 1.2; and<br><br>(ii) less than or equal to 5.5.	Waiver

The Company requested waivers from its counterparties, and obtained them for the year ended December 31, 2023. Therefore, the related debt is classified in these financial statements in accordance with the contractual flow originally established.

20.CONVERTIBLE DEBT INSTRUMENTS

20.1Accounting policies

As required by IFRS 9 – Financial Instruments, the right to convert convertible debentures into shares was measured at fair value through profit or loss as it is an embedded derivative.

| Azul S.A. | Consolidated Financial Statements | F-53 | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2023 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

20.2Renegotiations

In July 2023, the Company concluded the renegotiation of the convertible debentures, with a principal value of R$1,745,900, changing the maturity date from October 2025 to October 2028, at a nominal rate of 6.0% p.a. to 12.3% p.a. and the conversion price from R$32.26 to R$22.78.

In accordance with IFRS 9 – Financial Instruments, the Company concluded that the renegotiation of the debentures falls within the scope of debt extinguishment. Therefore, the values recorded previously were extinguished and a new debt was recorded. For this reason, any costs or fees incurred were recognized in the statement of operations.

Due to the modification of the debt, the amount of R$352,430, composed of the effect of the restructuring of R$233,068 (expenses of R$346,555 related to the extinction and reconstitution of the conversion right and income of R$113,487 related to the extinction and reconstitution of the debt) and R$119,362 of new costs incurred, was recorded in the statement of operations, under the line “Restructuring of debentures”.

The balance presented below debentures includes the right to convert the debt into Company shares in the amount of R$488,775 (R$116,971 as of December 31, 2022).

20.3Movement of convertible debt instruments

Description		Effective rate(a)		Maturity	December 31, 2022	Variation of conversion right	Payment of principal	Payment of interest	Interest incurred	Foreign currency exchange	Restructuring result	Amortized cost	December 31, 2023
In foreign currency – US
Debentures	%	12.3	%	Oct-28	1,403,719	25,249	(542,496)	(100,928)	242,608	(62,232)	233,068	2,622	1,201,610
Total in R					1,403,719	25,249	(542,496)	(100,928)	242,608	(62,232)	233,068	2,622	1,201,610
Current					14,789								25,807
Non-current					1,388,930								1,175,803

All values are in US Dollars.

(a)Does not consider the conversion right.

Description	Effective rate(a)		Maturity	December 31, 2021	Variation of conversion right	Payment of interest	Interest incurred	Foreign currency exchange	Amortized cost	December 31, 2022
In foreign currency – US
Debentures	6.6	%	Oct-25	1,873,001	(519,815)	(105,891)	231,103	(79,212)	4,533	1,403,719
Total in R				1,873,001	(519,815)	(105,891)	231,103	(79,212)	4,533	1,403,719
Current				39,124						14,789
Non-current				1,833,877						1,388,930

All values are in US Dollars.

(a)Does not consider the conversion right.

| F-54 | Consolidated Financial Statements | Azul S.A. | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2023 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

20.4Schedule of amortization

Description	December 31, 2023	December 31, 2022
2023	—	14,789
2024	25,807	—
2025	—	1,388,930
After 2026	1,175,803	—
	1,201,610	1,403,719
Current	25,807	14,789
Non-current	1,175,803	1,388,930		Azul S.A.	Consolidated Financial Statements	F-55
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«Table of Contents	« Index to Financial Statements
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Notes to the Consolidated Financial Statements
December 31, 2023
(In thousands of Brazilian reais – R$, unless otherwise indicated)

21.ACCOUNTS PAYABLE

21.1Accounting policies

Amounts payable to suppliers are initially recognized at fair value and subsequently increased, when applicable, by the corresponding charges and monetary and exchange variations.

21.2Breakdown of accounts payable

As described in note 2.1.4.6, negotiations with suppliers of aircraft services and parts mostly followed the same model as the renegotiation of lease obligations, i.e. the Company issued Notes in the equivalent amount of R$408,541 (equivalent of US$84,386), with interest of 7.5% p.a. to be paid quarterly from December 2023, and principal due in June 2030), as well as Convertible to equity, in the total amount of R$159,775 (equivalent US$33,002), with consecutive quarterly payments, starting in January 2025.

	December 31,
Description	2023	2022
Accounts payable	3,077,225	3,034,799
Accounts payable – Notes	401,702	—
Accounts payable – Convertible to equity	119,841	—
	3,598,768	3,034,799
Current	2,277,841	2,517,828
Non-current	1,320,927	516,971

21.3Movement of accounts payable

21.3.1Accounts payable – Notes

Description	December 31, 2022	Addition	Interest incurred	Foreign currency exchange	December 31, 2023
Financing with accounts payable – Notes	—	401,824	8,357	(8,479)	401,702
Total	—	401,824	8,357	(8,479)	401,702
Current	—				11,624
Non-current	—				390,078

21.3.2Accounts payable – Convertible to equity

Description	December 31, 2022	Addition	Interest incurred	Foreign currency exchange	December 31, 2023
Financing with accounts payable – Convertible to equity	—	118,809	3,347	(2,315)	119,841
Total	—	118,809	3,347	(2,315)	119,841
Non-current	—				119,841		F-56	Consolidated Financial Statements	Azul S.A.
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«Table of Contents	« Index to Financial Statements
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Notes to the Consolidated Financial Statements
December 31, 2023
(In thousands of Brazilian reais – R$, unless otherwise indicated)

22.REVERSE FACTORING

22.1Accounting policies

The Company negotiates with suppliers with the aim of extending its payment terms. Agreements were entered into with financial institutions that allow the Company’s suppliers, mainly of fuel, to receive advances on amounts due from the Company with interest rates ranging between 1.19% to 1.27% p.m.

When an amount is advanced by a supplier with the financial institution, is transferred from the item “Accounts payable” to “Reverse factoring”.

22.2Movement of reverse factoring

Description	Consolidated
At December 31, 2021	3,694
Addition	1,541,948
Interest incurred	79,460
Interest paid	(53,476)
Payment	(818,274)
At December 31, 2022	753,352
Addition	391,676
Interest incurred	17,010
Interest paid	(39,714)
Payment	(831,477)
At December 31, 2023	290,847

23.DERIVATIVE FINANCIAL INSTRUMENTS

23.1Accounting policies

Changes in interest rates, exchange rates and aviation fuel prices expose the Company to risks that may affect its financial performance. In order to mitigate such risks, the Company contracts derivative financial instruments. Changes in their fair value are recognized directly in profit or loss.

| Azul S.A. | Consolidated Financial Statements | F-57 | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2023 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

23.2Breakdown of derivative financial instruments

Changes in fair value	Interest rate swap	Forward – fuel	Option fuel	Forward – foreign currency	Conversion right debentures	Total
At December 31, 2021	(213,257)	9,383	—	270,640	(636,786)	(570,020)
Gains (losses) recognized in result	33,519	440,065	—	(35,394)	519,815	958,005
Payment (receipts)	568	(478,149)	—	—	—	(477,581)
At December 31, 2022	(179,170)	(28,701)	—	235,246	(116,971)	(89,596)
Gains (losses) recognized in result	(34,075)	(168,378)	13,796	(24,552)	(25,249)	(238,458)
Payments (receipts)	213,245	136,977	(1,530)	(210,694)	—	137,998
Restructuring(b)	—	—	—	—	(346,555)	(346,555)
At December 31, 2023	—	(60,102)	12,266	—	(488,775)	(536,611)
Rights with current derivative financial instruments	—	757	21,152	—	—	21,909
Obligations with current derivative financial instruments	—	(60,019)	(8,886)	—	—	(68,905)
Obligations with non-current derivative financial instruments	—	(840)	—	—	—	(840)
Non-current convertible instruments	—	—	—	—	(488,775)	(488,775)
	—	(60,102)	12,266	—	(488,775)	(536,611)

.

(a)Refers to the effects of the extinction and reconstitution of the conversion right.

Changes in fair value	Options – foreign currency	Interest rate swap	Forward – fuel	Forward – foreign currency	Conversion right (debentures)	Total
Rights (obligations) with derivatives at December 31, 2020	8,947	(269,491)	(81,274)	349,093	(1,465,999)	(1,458,724)
Gains (losses) recognized in result	(10,222)	48,571	75,075	(78,453)	829,213	864,184
Payment in cash	1,275	7,663	15,582	—	—	24,520
Rights (obligations) with derivatives at December 31, 2021	—	(213,257)	9,383	270,640	(636,786)	(570,020)
Rights with current derivative financial instruments	—	73,794	9,383	—	—	83,177
Rights with non-current derivative financial instruments	—	—	—	270,640	—	270,640
Obligations with current derivative financial instruments	—	(77,509)	—	—	—	(77,509)
Obligations with non-current derivative financial instruments	—	(209,542)	—	—	—	(209,542)
Long-term loans and financing	—	—	—	—	(636,786)	(636,786)
	—	(213,257)	9,383	270,640	(636,786)	(570,020)

24.AIRPORT TAXES AND FEES

24.1Accounting policies

The amounts payable in airport taxes and fees are initially recognized at fair value and subsequently increased, when applicable, by the corresponding charges and monetary and exchange variations.

| F-58 | Consolidated Financial Statements | Azul S.A. | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2023 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

24.2Breakdown of airport taxes and fees

	December,
Description	2023	2022
Airport fees	1,490,514	1,087,232
Boarding tax	248,689	213,093
Others	20,880	34,444
	1,760,083	1,334,769
Current	588,404	831,897
Non-current	1,171,679	502,872

25.AIR TRAFFIC LIABILITY AND LOYALTY PROGRAM

25.1Accounting policies

This represents the Company’s obligations for the early receipt of air transport services and other auxiliary services related to the main obligation with its customers. They are accounted for at the amount of the transaction and as they are non-monetary items they are not subject to exchange differences or monetary adjustment of any nature. The liability is derecognized when the related transport services are provided.

25.2Breakdown of air traffic liability and loyalty program

	December 31,
Description	2023	2022
Air traffic liability and loyalty program	5,782,121	4,660,271
Breakage	(576,245)	(520,246)
	5,205,876	4,140,025
Average use term(a)	56 days	48 days

(a)Does not consider the loyalty program.

26.SALARIES AND BENEFITS

26.1Accounting policies

Salaries and benefits obligations are initially recognized at fair value, on an accrual basis.

26.2Breakdown salaries and benefits

	December,31
Description	2023	2022
Short-term benefits	473,060	478,568
Share-based payment	1,737	844
	474,797	479,412		Azul S.A.	Consolidated Financial Statements	F-59
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«Table of Contents	« Index to Financial Statements
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Notes to the Consolidated Financial Statements
December 31, 2023
(In thousands of Brazilian reais – R$, unless otherwise indicated)

27.TAXES PAYABLE

27.1Accounting policies

Taxes payable represent tax obligations arising from the Company’s operating activities, mainly from the transport of passengers and cargo.

27.2Breakdown of taxes payable

	December 31,
Description	2023	2022
Government installment payment program federal	157,970	96,547
Social Integration Program (" PIS ") and Contribution to Social Security Financing (" COFINS ")	4,231	55,385
Taxes withheld	76,520	49,906
Import taxes	13,483	15,189
Others	2,251	48,156
	254,455	265,183
Current	142,168	193,588
Non-current	112,287	71,595

In the first quarter of 2023, the Company opted to pay federal taxes in installments over 60 months in the amount of R$103,650. As of December 31, the Company not did have overdue amounts.

28.PROVISIONS

28.1Accounting policies

28.1.1Provision for return of aircraft and engines

Aircraft and engines held under lease agreements without purchase options have contractual obligations establishing conditions for their return.

The Company provides for return costs, since these are present obligations arising from past events and which will generate future disbursements, which are reliably measured.

These expenses basically refer to aircraft reconfiguration (interior and exterior), obtaining licenses and technical certifications, verifications of returns, maintenance, painting, etc., as established in the contract. The estimated cost of return is initially recognized at present value as part of the cost of right-of-use assets, and the provision for aircraft return costs is recorded in the “Provisions” account. After initial recognition, the liability is updated according to the capital remuneration rate estimated by the Company, with a corresponding entry recorded in the financial result. Any changes in the estimate of expenses to be incurred are recognized prospectively against the right of use asset or in the statement of operations for the year, if the right-of-use balance is insufficient.

28.1.2Tax, civil, labor and other risks

The Company is party to several legal and administrative proceedings, mainly in Brazil. Assessments of the likelihood of loss in these cases include an analysis of the available evidence, the hierarchy of laws, the available case laws, the most recent court decisions and their significance in the legal system, as well as the assessment of external lawyers.

Provisions are revised and adjusted to reflect changes in circumstances, such as the applicable statute of limitations, conclusions of tax inspections or additional exposures identified based on new matters or court decisions.

| F-60 | Consolidated Financial Statements | Azul S.A. | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2023 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

The Company’s Management believes that the provision for tax, civil and labor risks is sufficient to cover any losses on legal and administrative proceedings.

28.1.3Post-employment benefits

The Company recognizes actuarial liabilities related to health insurance benefits offered to its employees in accordance with IAS 19 – Employee Benefits. Actuarial gains and losses are recognized in other comprehensive income based on the actuarial report prepared by independent experts, while the current service cost and the interest cost are recognized in profit or loss.

28.2Breakdown of provisions

Description	Return of aircraft and engines(a)	Tax, civil, labor and other risks	Onerous contracts	Post -employment benefit	Total
At December 31, 2021	2,241,439	558,982	693,407	5,761	3,499,589
Additions	678,252	181,136	(586,634)	113	272,867
Write-offs	(228,034)	(179,391)	(178,126)	—	(585,551)
Interest incurred	144,563	—	100,975	609	246,147
Effect of change in financial assumptions	—	—	—	(888)	(888)
Effect of plan experience	—	—	—	1,406	1,406
Foreign currency exchange	(160,954)	—	(29,622)	—	(190,576)
At December 31, 2022	2,675,266	560,727	—	7,001	3,242,994
Additions	501,864	216,778	—	115	718,757
Modifications	(250,134)	—	—	—	(250,134)
Write-offs	(401,014)	(237,313)	—	—	(638,327)
Interest incurred	239,078	17,581	—	760	257,419
Benefit paid by the plan	—	—	—	(141)	(141)
Effect of change in financial assumptions	—	—	—	(23)	(23)
Effect of plan experience	—	—	—	2,198	2,198
Foreign currency exchange	(191,890)	—	—	—	(191,890)
At December 31, 2023	2,573,170	557,773	—	9,910	3,140,853
At December 31, 2023
Current	497,525	238,905	—	—	736,430
Non-current	2,075,645	318,868	—	9,910	2,404,423
At December 31, 2022
Current	654,897	179,391	—	—	834,288
Non-current	2,020,369	381,336	—	7,001	2,408,706

(a)Nominal discount rate 10.7% p.a. (11.2% p.a as of December 31, 2022.)

| Azul S.A. | Consolidated Financial Statements | F-61 | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2023 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

28.2.1Tax, civil, labor and other risks

The balances of the proceedings with estimates of probable and possible losses are shown below:

	Probable loss		Possible loss
	December 31,		December 31,
Description	2023	2022	2023	2022
Tax	284,638	263,495	432,109	376,510
Civil	131,464	107,980	49,930	57,871
Labor	141,671	121,842	68,789	43,423
Other	—	67,410	—	—
	557,773	560,727	550,828	477,804

28.2.1.1Tax

28.2.1.1.1 Probable loss

The Company discusses the non-application of the additional charge of 1% of COFINS on imports of aircraft, parts and components, in the amount of R$219,695 (as of December 31, 2022 R$209,496). Such classification is due to decisions from higher courts considering the legality of the collection of the additional charge on the imports made by airlines.

28.2.1.1.2 Possible loss

In 2022, the Company was assessed by the Federal Revenue Service due to alleged infringement relating to Social Security Contribution on Gross Revenue (payroll tax relief), totaling approximately R$255,042. Tax assessment notices are being discussed at the administrative and judicial levels.

The Company has social security distribution in the amount of R$69,768 related to the non-incidence of the Employer's Social Security Contribution on the amounts deducted under private pension and health plan. The discussion is based on the fact that the expenses are not included in the concept of remuneration and, therefore, are not subject to collection.

The values are dispersed and it is not possible to highlight any specific process.

28.2.1.2Civil

The Company has civil lawsuits, mainly related to compensation actions in general, such as flight delays and cancellations, lost and damaged luggage, among others. The values are dispersed and it is not possible to highlight any specific process.

28.2.1.3Labor

The Company has labor complaints, mainly related to discussions related to overtime, hazard pay, unhealthy conditions and equal pay. The values are scattered and it is not possible to highlight any specific process.

28.2.1.4Others

The amounts recorded under this heading are related to the contingent liabilities assumed as a result of the business combination with Conecta. During the year ended December 31, 2023, the process was concluded and the Company was ordered to pay R$3,776, so the reversal of R$63,634 was recorded in the statements of operations for the year.

| F-62 | Consolidated Financial Statements | Azul S.A. | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2023 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

28.2.2Post-employment benefit

Below are the assumptions used to calculate post-employment benefits:

	December 31,
Weighted average of assumptions	2023		2022
Nominal discount rate p.a.	9.92	%	10.96	%
Actual discount rate p.a.	5.79	%	5.78	%
Estimated inflation rate in the long term p.a.	3.90	%	4.90	%
HCCTR – Average nominal inflation rate p.a.	7.02	%	8.05	%
HCCTR – Actual nominal inflation rate p.a.	3.00	%	3.00	%
Mortality table	AT-2000 downrated by 10 %		AT-2000 downrated by 10 %

29.RELATED-PARTY TRANSACTIONS

29.1Accounting policies

Transactions with related parties were entered into in the ordinary course of the Company’s business, at prices, terms and financial charges according to the conditions established between the parties. Such operations include, among other aspects, shared service agreements and loan agreements.

29.2Related-party transactions

29.2.1Compensation of key management personnel

The Company’s employees are entitled to profit sharing based on certain goals agreed annually. In turn, executives are entitled to bonuses based on statutory provisions proposed by the Board of Directors and approved by the shareholders. The amount of profit sharing is recognized in profit or loss for the year in which the goals are achieved.

Key management personnel comprise the directors, officers and members of the Executive Committee and directors. Expenses incurred with remuneration and the respective charges, paid or payable, are shown below:

	December 31,
Description	2023	2022	2021
Short-term benefits	19,429	58,788	30,080
Post-employment benefit	595	—	—
Share-based payment	63,529	(17,441)	13,042
	83,553	41,347	43,122

Stock-based compensation plan, considers stock option plans, RSU and phantom shares. Such plans are expected to be settled in up to eight years and, therefore, and does not represent a cash outflow.

29.3Technology service sharing contract

The Company carried out transactions with Águia Branca Participações S.A., one of its shareholders, for the sharing of information technology resources for an indefinite period. The total amount of services acquired during the year ended December 31, 2023 was R$52 (R$52 as of December 31, 2022), recorded under the line “Other”, in the statements of operations. As of December 31, 2023, there were no amounts to be paid as a result of this transaction.

| Azul S.A. | Consolidated Financial Statements | F-63 | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2023 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

29.4Ticket sales contract

In March 2018, the Company entered into a ticket sales contract with Caprioli Turismo Ltda., a travel agency owned by the Caprioli family (which holds an indirect stake in the Company through TRIP former shareholders), whereby Caprioli Turismo Ltda. is granted a R$20 credit line for the purchase and resale of tickets for flights operated by the Company. This credit line is guaranteed by a non-interest bearing promissory note in the same amount payable.

29.5Aircraft sublease

The Company signed sublease agreements for three aircraft with Breeze Aviation Group (“Breeze”), an airline founded by the controlling shareholder of Azul, headquartered in the United States. The transaction was voted and approved by 97% of Azul's shareholders at the Extraordinary General Meeting held on March 2, 2020. Following good corporate practices, the controlling shareholder did not participate in the voting.

Until December 31, 2023, the operations with Breeze as recorded the following balances:

			December 31,
Creditor	Debtor	Type of operation	2023	2022
ALAB	Breeze	Aircraft sublease	30,802	67,056
ALAB	Breeze	Maintenance reservation refund	3,901	—
Breeze	ALAB	Maintenance reservation refund	(19,559)	(14,456)
			December 31,
Revenues	Expenses	Type of operation	2023	2022
ALAB	Breeze	Interest incurred	5,824	7,589

29.6Lilium

In August 2021, the Company announced plans to make a strategic partnership with Lilium GmbH, a wholly owned subsidiary of Lilium N.V.(“Lilium”), which has ultimately become a related party as the Company’s Board of Directors’ Chairman was elected independent member of Lilium’s Board of Directors.

As of December 31, 2023 and 2022, the Company has no outstanding balances with Lilium.

29.7Azorra

In August 2022, the Company made agreements for purchase and sale of aircraft and engines with entities that are part of Azorra Aviation Holdings LLC. (“Azorra”) group, which has become a related party as the Company’s Board of Directors’ Chairman was elected independent member of Azorra’s Board of Directors.

The transactions between the Company and the Azorra group are shown below:

			December 31,
Creditor	Debtor	Type of operation	2023	2022
ALAB	Azorra	Maintenance reserves	—	107,286
ALAB	Azorra	Security deposits	4,643	3,913
Azorra	ALAB	Leases	(302,947)	(113,832)
Azorra	Azul Investments	Leases – Notes	(74,572)	—
Azorra	Azul	Leases – Convertible to equity	(102,683)	—
			December 31,
Revenues	Expenses	Type of operation	2023	2022
Azorra	ALAB	Interest incurred	17,106	10,983		F-64	Consolidated Financial Statements	Azul S.A.
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«Table of Contents	« Index to Financial Statements
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Notes to the Consolidated Financial Statements
December 31, 2023
(In thousands of Brazilian reais – R$, unless otherwise indicated)

30.EQUITY

30.1Issued capital

	Value		Quantity
Description	Company’s capital	AFAC (a)	Common shares	Preferred shares
At December 31, 2021	2,290,876	120	928,965,058	333,680,010
Capital payment	—	(23,065)	—	—
Share-based payment	23,065	23,006	—	1,943,398
At December 31, 2022	2,313,941	61	928,965,058	335,623,408
Capital payment	880	(880)	—	—
Share-based payment	—	1,608	—	124,388
At December 31, 2023	2,314,821	789	928,965,058	335,747,796

(a)Advance for future capital increase.

As established in the Company’s bylaws, each common share is entitled to one vote. Preferred shares of any class do not have voting rights, however, they do provide their holders with:

•Capital repayment priority;

•The right to be included in a public offer for the purchase of shares, due to the transfer of control of the Company, under the same conditions and for a price per share equivalent to seventy-five (75) times the price per share paid to the controlling shareholder;

•The right to receive amounts equivalent to seventy-five (75) times the price per common share after the division of the remaining assets among the shareholders; and

•The right to receive dividends equal to seventy-five (75) times the amount paid to each common share.

Company shareholding structure is presented below:

	December 31, 2023						December 31, 2022
Shareholder	Common shares		Preferred shares		% economic participation		Common shares		Preferred shares		% economic participation
David Neeleman	67.0	%	2.2	%	4.5	%	67.0	%	2.2	%	4.5	%
Shareholders Trip(a)	33.0	%	4.0	%	5.0	%	33.0	%	4.4	%	5.4	%
United Airlines Inc	—	%	8.0	%	7.8	%	—	%	8.0	%	7.8	%
Blackrock	—	%	5.0	%	4.8	%	—	%	5.0	%	4.8	%
Others	—	%	80.7	%	77.8	%	—	%	80.3	%	77.4	%
Treasury shares	—	%	0.1	%	0.1	%	—	%	0.1	%	0.1	%
Total	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%

(a)This refers to Trip Participações S.A., Trip Investimentos Ltda. and Rio Novo Locações Ltda.

The Company is authorized, by resolution of the Board of Directors, to increase the issued capital, regardless of any amendments to bylaws, with the issue of up to 230,000,000 new preferred shares. The Board of Directors will set the conditions for the issue, including price and payment term.

| Azul S.A. | Consolidated Financial Statements | F-65 | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2023 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

30.2Treasury shares

30.2.1Accounting policies

Own equity instruments that are acquired (treasury shares) are recognized at cost and deducted from equity. No gain or loss is recognized in profit or loss on the purchase, sale, issue or cancellation of these equity instruments. Any difference between the carrying amount and the fair value, if the share is reissued, is recognized in share premium.

30.2.2Movement of treasury shares

Description	Number of shares	Amount paid	Average cost (in R$)
At December 31, 2021	384,529	11,959	31.10
Repurchase	313,102	3,923	12.53
Transfers	(347,632)	(5,678)	—
At December 31, 2022	349,999	10,204	29.15
Repurchase	591,866	6,826	11.53
Transfers	(441,866)	(7,989)	—
At December 31, 2023	499,999	9,041	18.08

In November 2022 approved the repurchase plan of 1,300,000 preferred shares maturing in 18 months, to keep them in treasury for subsequent payment of the installments of the Restricted Stock Option plan. Until December 31, 2023, within the said plan, the Company reacquired 851,868 shares.

31.EARNINGS (LOSS) PER SHARE

31.1Accounting policies

Basic earnings (loss) per share is calculated by dividing the profit or loss for the year attributed to the Company's controlling shareholders by the weighted average number of all classes of shares outstanding, except treasury shares, during the year.

Diluted earnings (loss) per share is calculated by adjusting the weighted average number of shares outstanding, except treasury shares, by instruments potentially convertible into shares. However, due to the losses reported in the years ended December 31, 2023, and 2022, these instruments issued by the company have a non-dilutive effect and therefore were not considered in the total number of shares outstanding to determine the diluted loss per share.

Although there are differences between common and preferred shares as to voting and preemptive rights in the event of liquidation, the Company's preferred shares do not grant the right to receive fixed dividends. Preferred shares have economic power and the right to receive dividends 75 times greater than common shares. Accordingly, the Company considers that the economic power of preferred shares is greater than that of common shares. Therefore, the profit or loss for the year attributable to the controlling shareholders is allocated proportionally in relation to the total economic participation of the amount of common and preferred shares.

| F-66 | Consolidated Financial Statements | Azul S.A. | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2023 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

31.2Earnings (loss) per share calculation

	Years ended December 31,
Description	2023	2022	2021
Numerator
Loss for the year	(2,380,456)	(722,367)	(4,213,208)
Denominator
Weighted average number of common shares	928,965,058	928,965,058	928,965,058
Weighted average number of preferred shares	335,145,967	335,291,821	333,286,277
Economic value of preferred shares	75	75	75
Weighted average number of equivalent preferred shares(a)	347,532,168	347,678,022	345,672,478
Weighted average number of equivalent common shares(b)	26,064,912,583	26,075,851,633	25,925,435,858
Weighted average number of presumed conversions	220,081,929	77,059,124	63,296,103
Weighted average number of preferred shares that would have been issued the average share price at the market price	4,041,744	3,290,760	2,711,861
Average share price at market price (in reais)	14.35	18.17	36.87
Basic loss per common share – R$	(0.09)	(0.03)	(0.16)
Diluted loss per common share – R$	(0.09)	(0.03)	(0.16)
Basic loss per preferred share – R$	(6.85)	(2.08)	(12.19)
Diluted loss per preferred share – R$	(6.85)	(2.08)	(12.19)

(a)This refers to the participation in the value of the Company's total equity, calculated as if all 928,965,058 common shares had been converted into 12,386,201 preferred shares at the conversion ratio of 75 common shares for each preferred share.

(b)This refers to the participation in the value of the Company's total equity, calculated as if the weighted average of preferred shares had been converted into common shares at the conversion ratio of 75 common shares for each one preferred share.

32.SHARE-BASED PAYMENT

32.1Accounting policies

The Company offers executives share-based compensation plans to be settled with Company shares or cash, according to which the Company receives services as consideration.

The cost of instruments is measured based on fair value on the date they were granted or at the end of the reporting period for phantom shares. To determine the fair value of purchase options, the Company uses the Black-Scholes model.

The cost of transactions settled with equity securities is recognized in profit or loss under “Salaries and benefits”, together with a corresponding increase in the “Capital reserve” or “Salaries and benefits” liability for phantom shares, over the period in which performance and/or service condition are met, ending on the date on which the employee acquires the full right to the award (vesting date) or settlement and cancellation for phantom shares. The outstanding liability is revalued at fair value at the end of the reporting period.

32.2Compensation plans

The Company has three share-based compensation plans: the Stock Option Plan (“Option Plan”), the Restricted Stock Option Plan (“RSU”) and the Stock Purchase Plan ("phantom shares"). All of them aim to stimulate and promote the alignment of the objectives of the Company, shareholders, management and employees, and mitigate the risks in the generation of value of the Company by the loss of its executives, strengthening their commitment and productivity in the long-term results.

| Azul S.A. | Consolidated Financial Statements | F-67 | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2023 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

The movement of the plans is as follows:

	Number of shares
Description	Option plan	RSU	Phantom shares	Total
At December 31, 2021	3,923,686	1,366,386	5,136,682	10,426,754
Granted	17,089,417	1,006,779	—	18,096,196
Exercised	(1,943,398)	(479,098)	—	(2,422,496)
Canceled	—	(98,666)	(4,810,210)	(4,908,876)
At December 31, 2022	19,069,705	1,795,401	326,472	21,191,578
Granted	1,800,000	500,000	—	2,300,000
Exercised	(124,388)	(609,313)	(22,884)	(756,585)
Canceled	(223,633)	(142,023)	(56,658)	(422,314)
At December 31, 2023	20,521,684	1,544,065	246,930	22,312,679			December, 31
---	---	---
Description	2023	2022
Share price (in reais)	16.01	11.01
Weighted average price of the stock option (in reais)	12.93	11.84
Weighted average price of the phantom shares (in reais)	10.35	—
Cash inflow stock option plan	1,608	23,006
Flat cash inflow of phantom shares	237	—
Total obligation related to the phantom shares	1,736	844
Income tax regarding RSU transfer	3,239	1,427

The expenses of share-based compensation plans are shown below:

	Years ended December, 31
Description	2023	2022	2021
Option plan	61,646	29,368	5,933
RSU	9,093	1,366	15,877
Phantom shares	904	(48,984)	(4,630)
	71,643	(18,250)	17,180

The reversal of expenses in 2022 and 2021 was due to the reduction in the fair value of shares in these periods.

| F-68 | Consolidated Financial Statements | Azul S.A. | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2023 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

32.3Assumptions

32.3.1Option plan

During the third quarter of 2023, the Company granted one program with the following conditions:

Date of grant	Option exercise price (in R$)	Fair value of the option on the grant (in R$)	Historical volatility		Expected dividend		Average risk-free rate of return		Exercise rate per tranche		Deadline remainder of vesting period (in years)	Purchasing period up to (years)	Total options granted	Total outstanding options	Total options available for exercise
December 11, 2009	3.42	1.93	47.7	%	1.1	%	8.8	%	25.0	%	0.0	4.0	5,032,800	182,870	182,870
March 24, 2011	6.44	4.16	54.8	%	1.1	%	12.0	%	25.0	%	0.0	4.0	1,572,000	84,000	84,000
April 5, 2011	6.44	4.16	54.8	%	1.1	%	12.0	%	25.0	%	0.0	4.0	656,000	6,200	6,200
June 30, 2014	19.15	11.01	40.6	%	1.1	%	12.5	%	25.0	%	0.0	4.0	2,169,122	708,993	708,993
July 1, 2015	14.51	10.82	40.6	%	1.1	%	15.7	%	25.0	%	0.0	4.0	627,810	177,592	177,592
July 1, 2016	14.50	10.14	43.1	%	1.1	%	12.2	%	25.0	%	0.0	4.0	820,250	280,124	280,124
July 6, 2017	22.57	12.82	43.4	%	1.1	%	10.3	%	25.0	%	0.0	4.0	680,467	442,796	442,796
March 14, 2017	11.85	4.82	50.6	%	1.1	%	11.3	%	20.0	%	0.0	5.0	9,343,510	—	—
August 8, 2022	11.07	8.10	70.0	%	—	%	13.0	%	25.0	%	2.6	4.0	1,774,418	1,731,390	439,962
August 8, 2022	11.07	6.40	68.8	%	—	%	13.2	%	25.0	%	1.6	4.0	1,514,999	1,399,999	669,500
August 19, 2022	11.07	7.39	67.2	%	—	%	13.6	%	100.0	%	0.0	1.0	4,900,000	4,824,333	4,824,333
August 19, 2022	11.07	11.54	74.6	%	—	%	12.7	%	33.0	%	3.6	5.0	8,900,000	8,900,000	—
July 7, 2023	15.60	10.80	75.4	%	—	%	11.6	%	25.0	%	3.5	4.0	1,800,000	1,783,387	—
													39,791,376	20,521,684	7,816,370

32.3.2RSU

During the third quarter the 2023, the Company granted one program with the following conditions:

Date of grant	Exercise rate per tranche		Fair value of share<br>(in reais)	Remaining term of the vesting period (in years)	Purchasing period up to (years)	Total<br>granted	Total not<br>exercised
July 7, 2019	25.0	%	51.65	0.0	4.0	170,000	—
June 19, 2020	25.0	%	21.80	0.4	4.0	1,382,582	255,126
July 7, 2021	25.0	%	42.67	1.5	4.0	300,000	118,661
July 7, 2022	25.0	%	11.72	2.5	4.0	335,593	230,693
July 7, 2022	25.0	%	11.72	2.5	4.0	671,186	444,761
July 7, 2023	25.0	%	19.32	3.5	4.0	500,000	494,824
						3,359,361	1,544,065

32.3.3Phantom shares

Date of grant	Option exercise price<br>(in reais)	Average fair value of option	Historical volatility		Expected dividend		Average risk-free rate of return		Exercise rate per tranche		Remaining term of the vesting period<br>(in years)	Purchasing period up to (years)	Total granted	Total outstanding	Total options available for exercise
August 7, 2018	20.43	3.89	74.9	%	0	%	10.0	%	25.0	%	0.0	4.0	707,400	53,520	53,520
July 7, 2019	42.09	1.08	74.9	%	0	%	10.0	%	25.0	%	0.0	4.0	405,000	—	—
April 30, 2020	10.35	7.87	74.9	%	0	%	10.0	%	33.3	%	0.0	3.0	3,250,000	153,160	153,160
April 30, 2020	10.35	8.60	73.8	%	0	%	9.8	%	25.0	%	0.3	4.0	1,600,000	38,820	38,820
August 17, 2021	33.99	3.46	71.4	%	0	%	9.8	%	25.0	%	1.6	4.0	580,000	1,430	1,430
													6,542,400	246,930	246,930		Azul S.A.	Consolidated Financial Statements	F-69
---	---	---
«Table of Contents	« Index to Financial Statements
---
Notes to the Consolidated Financial Statements
December 31, 2023
(In thousands of Brazilian reais – R$, unless otherwise indicated)

33.REVENUE

33.1Accounting policies

33.1.1Revenue from passenger transport

Revenue from passenger transport is recognized when air transportation is actually provided. Tickets sold, but not yet used are recorded as “Air traffic liability and loyalty program” account, net of breakage revenue estimate (note 25).

Breakage revenue represents tickets issued that are expected to expire unused, that is, passengers who have purchased tickets and are very likely not to use them. Breakage revenue is estimated using statistical models primarily based on historical data, ticket terms and customers’ travel behavior. Breakage revenue is recognized in proportion to the usage of the related tickets. At least annually, the calculations and the statistical model are reviewed in order to reflect and capture changes in customer behavior regarding ticket expiration.

Other revenues that include charter services, flight rescheduling fees, baggage dispatch and other additional services are recognized when the services are rendered.

In the loyalty program, customers accumulate points based on the amount spent on air transportation and in accordance with the partners' rules. The amount of points earned depends on the customer's category in the loyalty program, market, fare class and other factors including promotional campaigns.

Using historical data, the Company estimates the points that will expire without being used and recognizes the corresponding revenue in the issue of the point (breakage) considering the average exchange term.

When the transportation service occurs, the portion of the ticket price allocated to air transportation is recognized as revenue and the portion corresponding to loyalty program points is deferred in accordance with IFRS 15.

The Company determines the estimated selling price of the air transportation and points as if each element had been sold on a separate basis and was therefore based on the stand-alone selling price.

The Company also sells loyalty program points to customers and partners, including credit card companies, financial institutions and retail companies. The related revenue is deferred and recognized when points are redeemed, based on the weighted average price of points sold.

Issued points not yet used are recognized under “Air traffic liability and loyalty program”, until their effective use or expiration.

33.1.2Other revenue

Other revenues mainly include the transportation of cargo and travel packages and are recognized when performance obligations are met.

| F-70 | Consolidated Financial Statements | Azul S.A. | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2023 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

33.2Breakdown of revenue

	Years ended December 31,
Description	2023	2022	2021
Passenger revenue	17,229,732	15,020,757	9,101,576
Other revenues	1,487,286	1,513,582	1,301,090
Total	18,717,018	16,534,339	10,402,666
Taxes levied
Passenger revenue	(2,004)	(425,812)	(290,532)
Other revenues	(160,589)	(160,460)	(136,405)
Total taxes(a)	(162,593)	(586,272)	(426,937)
Total revenue	18,554,425	15,948,067	9,975,729

(a)As of January 1, 2023, the PIS and COFINS rates on revenues arising from regular passenger air transport activities were reduced to zero, in accordance with Law 14,592/2023.

Revenues by geographical location are as follows:

	Years ended December 31,
Description	2023	2022	2021
Domestic revenue	14,675,974	13,013,202	8,849,486
Foreign revenue	3,878,451	2,934,865	1,126,243
Total revenue	18,554,425	15,948,067	9,975,729

34.FINANCIAL RESULT

34.1Accounting policies

Financial income and expenses include interest income, leases, loans and financing, exchange differences, changes in the fair value of financial assets and liabilities measured at fair value through profit or loss, gains and losses on derivative instruments, commissions and bank charges, among others. Interest income and expenses are recognized in the statement of profit or loss using the effective interest method.

| Azul S.A. | Consolidated Financial Statements | F-71 | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2023 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

34.2Breakdown of financial result

	Consolidated
	Years ended December, 31
Description	2023	2022	2021
Financial income
Interest on short-term investments	91,353	198,290	105,051
Sublease receivables	13,314	60,930	26,846
TAP Bond fair value	66,053	—	15,935
Others	49,421	18,069	6,448
	220,141	277,289	154,280
Financial expenses
Interest on loans and financing	(865,107)	(656,326)	(420,682)
Interest on lease	(2,420,557)	(2,533,128)	(2,433,640)
Interest on convertible debt instruments	(242,608)	(231,103)	(201,303)
Interest on factoring credit card receivables	(334,896)	(211,528)	(55,395)
Interest on provisions	(257,419)	(246,147)	(237,740)
Interest on reverse factoring	(17,010)	(79,460)	(18,228)
Interest accounts payable and airport taxes and fees	(418,066)	(282,434)	(101,168)
Guarantee commission	(142,937)	(158,651)	(109,661)
Amortized cost of loans and financing	(44,894)	(29,075)	(38,861)
Amortized cost of convertible debt instruments	(2,622)	(4,533)	(3,756)
Cost of financial operations	(84,453)	(69,416)	(56,060)
TAP Bond fair value	(25,736)	(181,726)	—
Debt restructuring	(199,635)	—	—
Restructuring of debentures	(352,430)	—	—
Others	(200,401)	(110,255)	(161,749)
	(5,608,771)	(4,793,782)	(3,838,243)
Derivative financial instruments, net	(238,458)	958,005	864,184
Foreign currency exchange, net	1,625,064	1,406,566	(1,443,046)
Financial result, net	(4,002,024)	(2,151,922)	(4,262,825)

35.RISK MANAGEMENT

35.1Accounting policies

Operating activities expose the Company to the following financial risks: (i) market risk, related to interest rate, fuel price and exchange rate, (ii) credit risk and (iii) liquidity risk.

The risks are monitored by the Company’s management and can be mitigated through the use of swaps, terms and options, interest, in the oil markets and currency .

All activities with derivative financial instruments for risk management are carried out by specialists with skill, experience and adequate supervision. It is the Company's policy not to operate transactions for speculative purposes.

| F-72 | Consolidated Financial Statements | Azul S.A. | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2023 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

35.2Fair value hierarchy of financial instruments

The following hierarchy is used to determine the fair value of financial instruments:

Level 1: quoted prices, without adjustment, in active markets for identical assets and liabilities;

Level 2: other techniques for which all inputs that have a significant effect on the fair value recorded are directly or indirectly observable; and

Level 3: techniques that use data that have a significant effect on the fair value recorded that are not based on observable market data.

The fair value hierarchy of the Company's consolidated financial instruments, as well as the comparison between carrying amounts and fair values, are presented below:

			Carrying amount		Fair value
			December 31,		December 31,
Description	Note	Level	2023	2022	2023	2022
Assets
Cash and cash equivalents	6	2	1,897,336	668,348	1,897,336	668,348
Long-term investments	7	2	780,312	733,043	780,312	733,043
Derivative financial instruments	23	2	21,909	271,950	21,909	271,950
Liabilities
Loans and financing	18	2	(9,698,912)	(7,232,699)	(9,796,608)	(6,187,389)
Convertible instruments	20	2	(712,835)	(1,286,748)	(712,835)	(1,286,748)
Convertible debt instruments – conversion right	20	2	(488,775)	(116,971)	(488,775)	(116,971)
Derivative financial instruments	23	2	(69,745)	(244,575)	(69,745)	(244,575)

Financial instruments carried at amortized cost whose fair value is a reasonable approximation of their book value, mainly due to the short maturity of these assets and liabilities, have not been presented above.

| Azul S.A. | Consolidated Financial Statements | F-73 | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2023 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

35.3Market risks

35.3.1 Interest rate risk

35.3.1.1 Sensitivity analysis

As of December 31, 2023, the Company held financial assets and liabilities linked to various types of rates. In the sensitivity analysis of non-derivative financial instruments, the impact on annual interest was only considered on positions with values exposed to such fluctuations:

	Consolidated
	Exposure to CDI			Exposure to SOFR			Exposure to LIBOR
Description	Rate (p.a.)		December 31,<br>2023	Weighted rate (p.a.)		December 31,<br>2023	Weighted rate (p.a.)		December 31,<br>2023
Exposed assets (liabilities), net	11.7	%	674,747	5.3	%	(423,134)	5.6	%	(93,687)
Effect on profit or loss
Interest rate devaluation by -50%	5.8	%	(39,205)	2.7	%	11,297	2.8	%	2,618
Interest rate devaluation by -25%	8.7	%	(19,602)	4.0	%	5,648	4.2	%	1,309
Interest rate appreciation by 50%	17.5	%	39,205	8.0	%	(11,297)	8.4	%	(2,618)
Interest rate appreciation by 25%	14.6	%	19,602	6.7	%	(5,648)	7.0	%	(1,309)

Assets and liabilities linked to LIBOR are being reviewed and will be updated using alternative published rates. The Company estimates that the updated cash flows will be economically equivalent to the original ones.

35.3.1 Aircraft fuel price risk (“QAV”)

The price of fuel may vary depending on the volatility of the price of crude oil and its derivatives. To mitigate losses linked to variations in the fuel market, the Company had, as of December 31, 2023, forward transactions on fuel (note 23).

35.3.2.1 Sensitivity analysis

The following table demonstrates the sensitivity analysis in US dollars of the price fluctuation of QAV liter:

	Exposure to price
Description	Average price per liter<br>(in reais)	December 31, 2023
Aircraft fuel	4.85	(5,890,485)
Effect on profit or loss
Devaluation by -50%	2.43	2,945,243
Devaluation by -25%	3.64	1,472,621
Appreciation by 50%	7.28	(2,945,243)
Appreciation by 25%	6.06	(1,472,621)

35.3.1 Foreign exchange risk

The foreign exchange risk arises from the possibility of unfavorable exchange differences to which the Company's cash flows are exposed.

| F-74 | Consolidated Financial Statements | Azul S.A. | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2023 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

The equity exposure to the main variations in exchange rates is shown below:

	Exposure to US	Exposure to
	December 31,	December 31,
Description	2023	2023
Assets
Cash and cash equivalents	82,975	4,092
Long-term investments	—	780,312
Accounts receivable	115,024	2,876
Aircraft sublease	30,802	—
Deposits	2,196,474	—
Other assets	26,207	—
Total assets	2,451,482	787,280
Liabilities
Loans and financing	(8,889,048)	—
Leases	(14,043,101)	—
Convertible debt instruments	(1,201,610)	—
Accounts payable	(2,040,546)	—
Airport taxes and fees	(21,994)	—
Provisions and other liabilities	(2,681,857)	—
Total liabilities	(28,878,156)	—
Net exposure	(26,426,674)	787,280
Net exposure in foreign currency	(5,458,590)	147,111

All values are in US Dollars.

35.3.3.1 Sensitivity analysis

	Exposure to US	Exposure to
Description	Closing rate	Closing rate
Exposed assets (liabilities), net	4.8413	5.3516
Effect on profit or loss
Foreign currency devaluation by -50%	2.4207	2.6758
Foreign currency devaluation by -25%	3.6310	4.0137
Foreign currency appreciation by 50%	7.2620	8.0274
Foreign currency appreciation by 25%	6.0516	6.6895

All values are in US Dollars.

35.4Credit risk

Credit risk is inherent to the Company's operating and financial activities, mainly disclosed in cash and cash equivalents, long-term investments, accounts receivable, aircraft sublease, security deposits and maintenance reserves. Financial assets classified as cash and cash equivalents are deposited with counterparties that have a minimum investment grade rating in the assessment made by agencies S&P Global Ratings, Moody's or Fitch (between AAA and A+). The TAP Bond is guaranteed by intellectual property rights and credits related to the TAP mileage program.

Credit limits are established for all customers based on internal classification criteria and the carrying amounts represent the maximum credit risk exposure. Outstanding receivables from customers are frequently monitored by the Company and, when necessary, allowances for expected credit losses are recognized.

| Azul S.A. | Consolidated Financial Statements | F-75 | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2023 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

Derivative financial instruments are contracted on the over-the-counter market (OTC) from counterparties with a minimum investment grade rating, or on commodities and futures exchanges (B3 and NYMEX), which substantially mitigates the credit risk. The Company assesses the risks of counterparties in financial instruments and diversifies its exposure periodically.

35.5Liquidity risk

The maturity schedules of the Company’s consolidated financial liabilities as of December 31, 2023 are as follows:

	December 31, 2023
Description	Carrying amount	Contractual cash flows	Until 1 year	From 2 to 5 years	After 5 years
Loans and financing	9,698,912	15,035,043	2,068,226	10,066,315	2,900,502
Reverse factoring	290,847	294,164	294,164	—	—
Leases	15,146,411	25,123,150	3,936,476	13,921,792	7,264,882
Convertible debt instruments	1,201,610	1,883,787	143,109	1,740,678	—
Accounts payable	3,598,768	3,988,050	2,370,980	1,138,958	478,112
Airport taxes and fees	1,760,083	2,019,044	759,679	1,259,365	—
Derivative financial instruments	69,745	69,745	68,905	840	—
	31,766,376	48,412,983	9,641,539	28,127,948	10,643,496

35.6Capital management

The Company seeks capital alternatives in order to satisfy its operational needs, aiming at a capital structure that it considers adequate for the financial costs and the maturity dates of funding and its guarantees. The Company continuously monitors its net indebtedness, see note 2 with details of the Company's actions in the year ended December 31, 2023.

F-76	Consolidated Financial Statements	Azul S.A.
«Table of Contents	« Index to Financial Statements
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Notes to the Consolidated Financial Statements
December 31, 2023
(In thousands of Brazilian reais – R$, unless otherwise indicated)

36.NON-CASH TRANSACTIONS

	December 31, 2023
Description	Acquisition of property and equipment	Acquisition of capitalized maintenance	Acquisition of intangible	Maintenance reserves	Reverse factoring	Loans and financing	Sale and leaseback	Compensation of sublease	Compensation of lease	Acquisition of lease	Addition the ARO	Modification	Transfers	Total
Accounts receivable	—	—	—	—	—	—	—	—	(401,267)	—	—	—	587,157	185,890
Aircraft sublease	—	—	—	—	—	—	—	(39,505)	—	—	—	—	—	(39,505)
Inventories	—	—	—	—	—	—	—	—	—	—	—	—	22,110	22,110
Deposits	—	—	—	116,173	—	—	—	—	—	—	—	—	(587,157)	(470,984)
Advances to suppliers	—	—	—	—	—	—	—	—	—	—	—	—	(2,783,489)	(2,783,489)
Property and equipment	208,154		—	—	—	79,222	(3,845)	—	(641)	5,052	—	—	73,310	361,252
Right-of-use assets	—	229,884	—	—	—	—	—	—	—	1,084,930	501,864	987,188	(18,792)	2,785,074
Intangible assets	—	—	82,712	—	—	—	—	—	—	—	—	—	192	82,904
Loans and financing	—	—	—	—	—	(79,222)	—	—	—	—	—	—	1,067	(78,155)
Leases	—	—	—	—	—	—	—	39,505	239,000	(1,137,073)	—	(1,237,322)	(24,207)	(2,120,097)
Accounts payable	(208,154)	(229,884)	(82,712)	(116,173)	391,676	—	3,845	—	38,950	10,785	—	—	2,672,703	2,481,036
Reverse factoring	—	—	—	—	(391,676)	—	—	—	—	—	—	—	—	(391,676)
Provisions	—	—	—	—	—	—	—	—	—	—	(501,864)	250,134	97,819	(153,911)
Other assets and liabilities	—	—	—	—	—	—	—	—	123,958	36,306	—	—	(40,713)	119,551
	—	—	—	—	—	—	—	—	—	—	—	—	—	—			December 31, 2022
---	---	---	---	---	---	---	---	---	---	---	---	---
Description	Sublease	Acquisition of property and equipment	Maintenance reserves	Reverse factoring	Consumption in credit	Sale and leaseback	Loans and financing	Reclassifications	Lease	Modification	Transfers	Total
Accounts receivable	—	—	—	—	—	—	—	—	(84,429)	—	15,537	(68,892)
Aircraft sublease	(55,948)	—	—	—	—	—	—	—	(40,586)	—	—	(96,534)
Deposits	—	—	147,416	—	—	(8,916)	27,792	—	—	—	—	166,292
Inventories	—	—	—	—	—	—	—	—	—	—	(7,321)	(7,321)
Advances to suppliers	—	—	—	—	—	—	—	—	—	—	(687,731)	(687,731)
Property and equipment	—	279,406	—	—	—	11,150	—	—	65,370	—	171,798	527,724
Right-of-use assets	55,948	—	—	—	—	—	—	—	2,378,433	45,481	(159,850)	2,320,012
Loans and financing	—	—	—	—	—	—	(27,792)	—	—	—	—	(27,792)
Leases	—	—	—	—	—	—	—	—	(1,640,102)	47,199	—	(1,592,903)
Accounts payable	—	(279,406)	(147,416)	1,541,948	42,771	(2,234)	—	462,485	—	—	44,673	1,662,821
Reverse factoring	—	—	—	(1,541,948)	—	—	—	—	—	—	—	(1,541,948)
Airport fees	—	—	—	—	—	—	—	(760,839)	—	—	—	(760,839)
Taxes	—	—	—	—	—	—	—	298,354	—	—	—	298,354
Provisions	—	—	—	—	—	—	—	—	(678,252)	—	406,160	(272,092)
Other assets and liabilities	—	—	—	—	(42,771)	—	—	—	—	—	216,734	173,963
Result	—	—	—	—	—	—	—	—	(434)	(92,680)	—	(93,114)
	—	—	—	—	—	—	—	—	—	—	—	—		Azul S.A.	Consolidated Financial Statements	F-77
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«Table of Contents	« Index to Financial Statements
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Notes to the Consolidated Financial Statements
December 31, 2023
(In thousands of Brazilian reais – R$, unless otherwise indicated)

37.COMMITMENTS

37.1Aircraft acquisition

Through contracts with manufacturers and lessors, the Company committed to acquiring certain aircraft, as follows:

	December,31
Description	2023	2022
Lessors	31	32
Manufacturers	96	112
	127	144

The amounts shown below are discounted to present value using the weighted discount rate for lease operations, equivalent to 15.8% (21.0% as of December 31, 2022) and do not necessarily represent a cash outflow, as the Company is evaluating the acquisition of financing to meet these commitments.

	December 31,
Description	2023	2022
2023	—	2,025,240
2024	916,053	1,544,642
2025	1,290,764	1,969,208
2026	4,991,454	2,414,533
2027	4,359,775	1,361,299
After 2027	4,889,906	4,650,961
	16,447,952	13,965,883

37.2Letters of credit

The position of the letters of credit in use by the Company follows, for the following purposes:

	December, 31
	2023		2022
Description	R$	US$	R$	US$
Security deposits and maintenance reserves	1,979,883	408,957	2,453,336	470,194
Bank guarantees	9,161	—	44,563	—
	1,989,044	408,957	2,497,899	470,194

38.SUBSEQUENT EVENTS

38.1Issuance of debt securities

In February 2024, the subsidiary Azul Secured issued additional notes in the principal amount of R$740,585 (equivalent to US$148,700) of the Senior Notes 2028. The additional notes were issued to qualified institutional investors. The net proceeds will be used by the Company for general corporate purposes.

38.2Renegotiation of lease obligations

In February 2024, the Company signed definitive agreements with the lessor of 17 aircraft where it renegotiated a new payment profile and the receipt of part of the debt in Convertible to equity.

| F-78 | Consolidated Financial Statements | Azul S.A. | | --- | --- | --- || «Table of Contents | « Index to Financial Statements | | --- | | Notes to the Consolidated Financial Statements | | December 31, 2023 | | (In thousands of Brazilian reais – R$, unless otherwise indicated) |

38.3Sublease

In February 2024, the Company finalized the sublease agreement for an aircraft, returning to the Company's operations.

38.4Debentures

In March 2024, the Company announced the second issue of simple debentures, not convertible into shares, in the amount of R$250,000, maturing in 2027, quarterly interest of CDI + 6% p.a., without guarantees.

Azul S.A.	Consolidated Financial Statements	F-79

Document

Exhibit 1.1

CONSOLIDATED BYLAWS

AZUL S.A.

Publicly-held Company

Corporate Taxpayers’ Register (CNPJ/MF) n. 09.305.994/0001-29

Board of Trade (NIRE): 35.300.361.130 – CVM 24112

BYLAWS

CHAPTER I

NAME, DURATION, HEADQUARTERS, CORPORATE PURPOSE, AND VENUE

Article 1 – Azul S.A. (“Company”) is a corporation governed by these Bylaws and applicable law, particularly Law n. 6.404, of December 15, 1976, as amended (“Brazilian Corporate Law”) and the Corporate Governance Level 2 Listing Regulation of B3 S.A. – Brasil, Bolsa, Balcão (“B3”) (“Level 2 Regulation”).

Sole Paragraph – Once admitted to the special listing sOEGMent of B3, namely, Corporate Governance Level 2, the Company, its shareholders, Management and Members of the Fiscal Council, if one is installed, are subject to the provisions under Level 2 Regulation.

Article 2 – The Company’s duration is indefinite.

Article 3 – The Company’s headquarters and venue are located in the city of Barueri, State of São Paulo, at Avenida Marcos Penteado de Ulhôa Rodrigues, 939, 8th floor, Edifício Jatobá, Condomínio Castelo Branco Office Park, Bairro Tamboré, Zip Code 06460-040.

Sole Paragraph – Upon resolution of the Board of Directors, the Company may open or close branches, agencies, offices and representation offices, and any other facilities to conduct its activities anywhere in Brazil or abroad.

Article 4 – The Company’s corporate purpose includes hold direct or indirect interest in any type of companies whose activities include to: (a) explore scheduled and non-scheduled air transportation services of passengers, cargo and mailbags, in Brazil and abroad, according to the concessions granted by the relevant authorities; (b) explore additional air charter transportation activities for passengers, cargo and mailbags; (c) render services of maintenance and repair of own and third-party aircrafts, motors, items and parts; (d) render services of aircraft hangar; (e) render services of runway, flight attendance and aircraft cleaning; (f) purchase and lease aircrafts and other related assets; (g) develop and manage its own customer loyalty program or customer loyalty programs of third parties; (h) sell redemption rights regarding awards under the customer loyalty program; (i) explore Travel Agency and Tourism businesses; (j) develop other activities that are connected, incidental, additional or related to the above-mentioned activities; and (k) hold interest in other companies.

CHAPTER II

CAPITAL STOCK AND SHARES

Article 5 – The Company’s share capital, totally paid up in Brazilian currency, two billion, three hundred and fourteen million, one thousand, six hundred and eighty-three Reais and twelve cents (R$2,314,001,683.12), divided into one billion two hundred and sixty four million five hundred and eighty-eight thousand, four hundred and sixty-six (1,264,588,466) shares, all registered and without par value, out of which: (i) nine hundred twenty-eight million, nine hundred sixty-five thousand, fifty-eight (928,965,058) common shares; and (ii) three hundred thirty-five million, six hundred and twenty-three thousand, four hundred and eight (335,623,408) arepreferred shares.

§ 1 – All the Company’s shares are registered shares, which may be recorded as book-entry shares, in which case they will be kept in deposit accounts opened in the name of their holders with a financial institution duly authorized by the Brazilian Securities Commission (“CVM”). Shareholders may be required to pay a fee, as provided in § 3 of Article 35 of the Brazilian Corporate Law.

§ 2 – Each common share entitles its holder to one (1) vote in resolutions taken at Shareholders’ General Meetings.

§ 3 – Common shares are convertible into preferred shares, at the discretion of their respective shareholders, in the proportion of seventy-five (75) common shares per one (1) preferred share, provided they are fully paid-up and there is no violation of the legal proportion between common and preferred shares.

§ 4 – Shareholders intending to convert their common shares into preferred shares shall sign and send a written notice to the Company’s Investor Relations Officer informing the number of common shares to be converted. After receipt of the notice, the Company shall promptly inform the other common shareholders, in writing, and grant them a fifteen-day period to exercise their right to convert their common shares, also through a signed written notice sent to the Company’s Investor Relations Officer, informing the number of common shares to be converted.

§ 5 – Shareholders who fail to send the notice to the Company within the period above shall be deemed as having no intention of exercising their right to convert their Shares.

§ 6 – If more than one shareholder promptly informs their intention to convert their common shares into preferred shares, and the number of preferred shares intended for conversion, plus the number of preferred shares that have already been issued by the end of the period to exercise the right to convert the shares, exceeds the maximum number of preferred shares eligible to be issued pursuant to Article 15, § 2 of the Brazilian Corporate Law, the common shares shall be converted into preferred shares up to the maximum number of preferred shares pursuant to Article 15, on a prorated basis of the respective interest of common shares held by each shareholder of the Company at the end of the period to exercise the right to convert the shares.

§ 7 – Any amendment to the provisions of § 3 hereof, related to the proportion between common and preferred shares in the conversion referred to in the aforementioned §, is subject to prior approval of the holders of preferred shares at a special General Shareholders’ Meeting, pursuant to § 1 of Article 136 of the Brazilian Corporate Law.

§ 8 – In case of conversion of preferred shares, pursuant to §3 of this Article 5, the Company shall record the conversion in its books.

§ 9 – Preferred shares entitle their holders to restricted voting rights exclusively in the following matters:

(i)transformation, incorporation, merger or spin-off of the Company;

(ii)approval of agreements between the Company and the Controlling Shareholder, directly or through third parties, as well as any other companies in which the Controlling Shareholder has interest, whenever decided in a general meeting pursuant to the law or the Bylaws;

(iii)evaluation of assets allocated to pay-up the Company’s capital increase;

(iv)selection of an expert institution or company for the determination of the Economic Value of the Company, as provided for by Sole Paragraph of Article 46 hereof;

(v)amendment to or revocation of the provisions hereof that amend or modify any of the requirements provided for in Item 4.1. of the Level 2 Regulation, except that such voting right shall prevail while the Level 2 Corporate Governance Listing Agreement is in effect;

(vi)amendment to or revocation of the provisions hereof that amend or modify any of the requirements provided for in this § 9, as well as in §§ 10 to 12 of this Article 5 and in Articles 12 to 14;

(vii)the global compensation of the management of the Company, pursuant to § 2 of Article 15 below; and

(viii)amendment to or revocation of the provisions hereof that amend or modify any of the requirements provided for in § 2 of Article 15 and in Articles 29 to 32.

§ 10 – Each of the matters indicated in Items (i) to (vi) of § 9 of this Article 5 are, for purposes of this Bylaws and pursuant to this § 10, “Special Matter(s)” and shall be approved in accordance with this § 10. The approval of the Special Matters provided for in items (i) to (iv) of § 9 of this Article 5 by the General Shareholders’ Meeting is subject to prior approval at a special Shareholders’ Meeting, as provided for in Chapter IV of this Bylaws, in case the Controlling Shareholder holds shares issued by the Company representing, as a whole, Dividends Distribution equivalent or inferior to fifty percent (50%). The approval of the Special Matter provided for in item (vi) of the § 9 of this Article 5 by the General Shareholders’ Meeting shall always be subject to the prior approval of the special Shareholders’ Meeting.

§ 11 – The rights granted in articles (i) 4-A caput; (ii) 105; (iii) 123, Sole Paragraph, (c) and (d); (iv) 126, § 3; (v) 157, § 1; (vi) 159, § 4; (vii) 161,§ 2; (viii) 163, § 6; (ix) 206, II, (b); and (x) 246, § 1, (a), all of them provided for in the Brazilian Corporate Law, may be exercised by shareholders representing the percentage of the Dividends Distribution equivalent to the percentage of capital stock or outstanding shares, as the case may be, established in such articles of the Brazilian Corporate Law.

§ 12 – The following preferences and advantages are granted to preferred shares issued by the Company:

(i)right to receive dividends in amounts equal to seventy-five (75) times the amount of dividends attributed to the common shares;

(ii)right to be included in a takeover bid resulting from the Disposal of the Company’s Control under the same conditions and for a price per share equal to seventy-five (75) times the price per common share paid to the Disposing Controlling Shareholder; and

(iii)in case the Company is wound up, capital refund priority over the common shares, in the amount corresponding to the multiplication of the Company’s share capital by the Dividends Distribution to which the preferred shares issued by the Company are entitled to. After the priority refund over the capital for preferred shares and the refund of the capital over the common shares, the preferred shares will have right to refund of amounts equivalent to the multiplication of the remaining assets to which the shareholder is subject to due to the Dividends Distribution that the preferred shares would be entitled to. For the sake of clarification, the amounts paid to preferred shares as priority shall be considered for purposes of the calculation of the total amount to be paid to the preferred shares in case of the Company’s wind up.

§ 13 – The shareholders have preemptive rights, in proportion of their respective interests in the Company’s share capital, to subscribe for shares, debentures convertible into shares or warrants issued by the Company, pursuant to Article 171 of the Brazilian Corporate Law, provided that the exercise period established by the General Shareholders’ Meeting is above thirty (30) days.

§ 14 – In case shareholders’ withdrawal, the amount to be paid by the Company as refund of the shares held by the withdrawing shareholders in the hypothesis authorized by the Brazilian Corporate Law, shall correspond to the Economic Value of such shares, to be verified in accordance with the evaluation procedure accepted by the Brazilian Corporate Law, whenever such amount is lower than the equity value verified in accordance with article 45 of the Brazilian Corporate Law.

§ 15 – The issue of founder’s shares by the Company is prohibited.

Article 6 – Upon resolution of the Board of Directors, the Company may increase its capital stock, irrespective of any amendments to the Bylaws, through the issue of up to two hundred and thirty million (230,000,000) new preferred shares. The Board of Directors shall establish the conditions of the issuance, including the price and term for payment.

§ 1 – The Company may, within the limits of its authorized capital and pursuant to a plan approved at the General Shareholders’ Meeting, grant stock options to its officers and employees, or to individuals providing services to the Company or to its Subsidiaries.

§ 2 – At the discretion of the Board of Directors, excluding preemptive rights or reducing the exercise period provided for by §4 of Article 171 of the Brazilian Corporate Law, shares, debentures convertible into shares or warrants may be issued, and their placement shall be made through sale in stock exchange, public subscription or share exchange in public offering of transfer of control, pursuant to applicable law, within the limits of the authorized capital.

Article 7 – Every shareholder purchasing shares issued by the Company, even if they are already a shareholder or Group of Shareholders (as defined in Article 54 hereof), is required to proceed with the disclose provided for in Article 12 of CVM Resolution 44, dated August 23, 2021, including any changes, when the disclosure is required. Without prejudice of other penalties as provided for by law and the rules of the CVM, shareholders who fail to comply with this requirement may have their rights suspended, pursuant to Article 120 of the Brazilian Corporate Law and Article 11, Item “r” hereof, which suspension shall be cancelled as soon as such requirement is complied with.

CHAPTER III

GENERAL SHAREHOLDERS’ MEETINGS

Article 8 – The General Shareholders’ Meetings shall be convened, annually, on an ordinary basis, in the four (4) months immediately following the end of the fiscal year, to discuss the matters provided for by law and, on an extraordinary basis, whenever the Company’s interests so require. Such meetings shall be called, installed and held as provided for by applicable law and these Bylaws.

Sole Paragraph – The General Shareholders’ Meetings shall be called pursuant to Article 124 of the Brazilian Corporate Law, and installed and presided over by the Chair of the Board of Directors or, in his absence or disqualification, any member of the Board of Directors or, in their absence, any officer of the Company attending the meeting, appointed by the Shareholders. The Chair of the General Shareholders’ Meetings shall appoint the secretary, who is not required to be a shareholder of the Company.

Article 9 – Except in case of qualified quorum provided for by law, resolutions at General Shareholders’ Meetings shall be taken by absolute majority vote, pursuant to restrictions established under the Brazilian Corporate Law and these Bylaws.

§ 1 – The minutes of the General Shareholders’ Meetings shall be drafted in summary form, except when otherwise decided by the Chair of the Meeting, of all facts taking place, including dissents and complaints, with the transcription of resolutions taken, and shall be published omitting the signatures of the shareholders, pursuant to § 1 of Article 130 of the Brazilian Corporate Law.

§ 2 – The General Shareholders’ Meeting may only decide on matters of the agenda included in the call notice, except as provided by the Brazilian Corporate Law.

Article 10 – Shareholders may be represented in the General Shareholders’ Meeting by proxy pursuant to Article 126 of the Brazilian Corporate Law, which proxy shall have been granted within one (1) year before the meeting, to a shareholder, Company Management member, lawyer, financial institution or investment fund manager representing syndicate members, if applicable. The shareholder shall send to the Company, at least forty-eight (48) hours before the Meeting is held, the proxy, duly executed pursuant to applicable law and these Bylaws. The shareholder or its legal representative shall attend the General Shareholders’ Meeting with the relevant identification document or a document confirming its legal representation powers, as applicable.

Sole Paragraph – Without prejudice to the foregoing, by the time the meeting is opened, the proxy or legal representative who attends the meeting with the documents mentioned in the head provision hereof may attend and vote, even if they failed to submit such documents in advance.

Article 11 – The General Shareholders’ Meeting, in addition to the obligations imposed by law, according to the quorum provided for by these Bylaws and applicable law, shall:

a)examine the management accounts for the last fiscal year;

b)examine, discuss and vote the financial statements, based on the opinion of the Fiscal Council, if one is installed, and other documents, pursuant to applicable law;

c)elect and dismiss the members of the Board of Directors;

d)subject to Article 5, § 9, Item (viii) hereof, establish the overall annual compensation of the members of the Board of Directors, Board of Executive Officers and Fiscal Council, if one is installed, provided that, in any case, the compensation is not different from that established in the Company’s annual business plans or budget;

e)decide, according to the proposal presented by the management, about the allocation of net income for the fiscal year and the distribution of dividends;

f)amend the Bylaws, subject to Article 5, § s 9 and 10 hereof;

g)approve share incentive plans for the Company’s management and employees, as well as of the management and employees of the Company’s subsidiaries or individuals providing services to the Company or its subsidiaries;

h)decide on: (i) capital increases above the limits of the authorized capital, or capital decreases and (ii) the appraisal of assets used to pay for the Company’s capital increase, subject to Article 5, § 9, Item “iii” hereof;

i)subject to Article 5, § 9, Item “” hereof, decide on the consolidation, spin- off, conversion, merger or the merger of shares involving the Company, as well as on the transfer of a significant part of the assets of the Company that leads to interruption of its activities;

j)decide on the issue of shares or any securities by the Company, establishing the respective issue price and amount, as provided for by Article 6 hereof, or other securities, as applicable;

k)decide on redemption, repayment, stock splits or reverse stock splits of shares by the Company or any securities issued by the Company;

l)decide on repurchase and/or trading of shares issued by the Company and derivatives referenced thereto, to the extent that such effectiveness is not subject to the Shareholders’ Meeting prior approval, pursuant to the rules issued by the CVM;

m)decide on in-court or out-of-court corporate reorganization or filing for bankruptcy;

n)decide on dissolution or liquidation of the Company, or suspension of such liquidation, and appoint the liquidator and the Fiscal Council that shall operate during the liquidation period;

o)distribute dividends above the minimum mandatory dividend or pay interest on shareholders’ equity above the amount established by the Company’s annual business plans or budget;

p)subject to Article 5, § 9, Item (iv) hereof, choose, among a list of companies appointed by the Board of Directors, the expert company responsible for preparing an appraisal report of the Company's shares, if the Company is delisted or exits the Level 2, pursuant to Chapter VIII hereof;

q)decide on any other matter submitted by the Board of Directors;

r)without prejudice to Article 19, XVII, decide on the approval of agreements entered into between the Company and the Controlling Shareholder, directly or through third parties, as well as with other companies in which the Controlling Shareholder is a stakeholder; and

s)suspend the exercise of shareholders’ rights, pursuant to Article 120 of the Brazilian Corporate Law and these Bylaws, including Article 1, §3, and Article 7 hereof, in which cases, the shareholder(s) whose rights are subject to suspension shall not vote.

CHAPTER IV

SPECIAL MEETING

Article 12 – Pursuant to § 10 of the Article 5 hereof, the approval of a Special Matter on a General Meeting may depend on the prior approval by holders of preferred shares on a special meeting (“Special Meeting”).

Article 13 – The provisions of Sole Paragraph of Article 8 of this Bylaws, related to the calling, chairman of the meeting and appointment of secretary, as well as the rules of representation provided for in Article 10 and its Sole Paragraph in relation to the General Meetings shall also apply to the Special Meetings.

Article 14 – The Special Meeting shall be installed, on first call, with the presence of shareholders representing, at least, twenty-five percent (25%) of the preferred shares and, on a second call, with the presence of shareholders representing any amount of preferred shares, with exception to the hypothesis provided for in the Level 2 Regulation. The resolutions shall be taken by the majority of the present shareholders, if different quorum is not required by the Brazilian Corporate Law. The minutes of the Special Meeting shall record the number of votes of the shareholders entitled to the right to vote in favor and against each resolution and shall indicate the total participation of the shareholders that voted in favor or against each resolution.

CHAPTER V

MANAGEMENT

Article 15 – The Company shall be managed by a Board of Directors and a Board of Executive Officers, according to the duties and powers attributed by applicable law and these Bylaws.

§ 1 – The positions of Chairman of the Board of Directors and CEO or main officer of the Company shall not be held by the same person, except in case of vacancy, pursuant to item 5.4 of the Level 2 Regulation.

§ 2 – The General Shareholders’ Meeting shall establish the overall annual compensation of the management, subject to Article 5, § 9, Item “viii”, and the Board of Directors shall sets forth the individual compensation of each member of the Board of Directors and Board of Executive Officers.

§ 3 – The management's investiture shall be made upon the execution of the Investiture Instrument (Termo de Posse) drawn up in the Company's books, within thirty (30) days from their election, with no guarantee of office.

§ 4 – The investiture of members of the Board of Directors and Board of Executive Officers shall be made upon the execution of the Management's Statement of Consent, as required by the Level 2 Regulation, pursuant to applicable law.

§ 5 – The management shall remain in office until the investiture of their successors, unless otherwise resolved by the General Shareholders’ Meeting or Board of Directors, as applicable.

§ 6 – Except for the provisions of these Bylaws and applicable law, meetings of management bodies shall be held with the attendance of the majority of their respective members and resolutions thereof shall be deemed valid if taken by majority vote of the attending members.

Section I

Board of Directors

Article 16 – The Board of Directors is composed of at least five (5) and at most fourteen (14) members, whether shareholders of the Company or not, whether resident in Brazil or not, all elected and dismissible by the General Meeting, with a unified term of office of two (2) years, reelection being permitted.

§ 1 – At least two (2) or twenty percent (20%) of members of the Board of Directors, whichever is greater, shall be Independent Directors and expressly declared as such in the minutes of the General Shareholders’ Meeting that elects them. Director(s) elected pursuant to Article 141, §§ 4 and 5 of the Brazilian Corporate Law and § 3 below shall also be deemed Independent Director(s).

§ 2 – When the calculation of the above percentage results in a fraction, it shall be rounded to a whole number pursuant to the Level 2 Regulation.

§ 3 – If the Board of Directors consists of five (5) members and the position of board member becomes vacant for any reason, the remaining board members shall appoint an alternate member who shall remain in office as acting board member until the next General Shareholders’ Meeting, when the new member shall be elected. The new member shall remain in office until the end of the unified term of office. For purposes of this Paragraph, vacancy shall occur in case of dismissal, death, resignation, confirmed disqualification, or disability.

Article 17 – The Meetings of the Board of Directors shall be held, ordinarily, every quarter. However, it may be held as required by the Company, whenever called by the Chair of the Board of Directors or any two (2) members of the Board of Directors, jointly, through a written notice sent at least two (2) days in advance. The notice may be sent by any authorized means with return receipt, including e-mail, indicating the date, time and a summary agenda.

§ 1 – The Board of Directors may meet by conference call or videoconference. In such cases, board members attending remotely the meeting must express, unequivocally their vote, and may also to send such vote by letter or e-mail.

§ 2 – Meetings of the Board of Directors shall be installed by at least the majority of the incumbent board members to be deemed duly called and adopt valid resolutions. In any event, the meeting of the Board of Directors shall be deemed duly called if attended by all incumbent board members, irrespective of compliance with call formalities pursuant to these Bylaws.

§ 3 – The meetings of the Board of Directors shall be presided over by the Chairman of the Board of Directors, who shall appoint the secretary. In case of temporary absence of the Chairman of the Board of Directors, the Vice-Chairman or any other member appointed by the majority of the directors shall preside over the meeting, in which case, there shall be no casting vote.

§ 4 – The officers and independent auditors may be called to attend the meetings of the Board of Directors in order to make any necessary clarifications.

§ 5 – Decisions of the Board of Directors shall be made by affirmative vote of, at least, the majority of attending members.

§ 6 – The minutes of the meetings of the Board of Directors shall be drafted in the minutes book and signed by all attending Directors. The minutes of the meetings of the Board of Directors including decisions intended to be effective before third parties shall be filed with the public register of companies and published pursuant to Article 289 of the Brazilian Corporate Law.

§ 7 – Members of the Board of Directors shall have flawless reputation and, unless allowed by the General Shareholders’ Meeting, they cannot be elected if they have or represent any interest that conflicts with the interests of the Company. Members of the Board of Directors shall not exercise voting rights in case of supervening conflict of interest with the Company.

§ 8 – Members of the Board may not have access to information or attend meetings of the Board of Directors to discuss matters on which they have or represent any interest that conflicts with the interests of the Company, and the exercise of their voting rights shall be expressly forbidden.

§ 9 – The Chairman and Vice-Chairman of the Board of Directors shall be appointed by the General Shareholders’ Meeting at the time of election of board members.

§ 10 – The Chairman of the Board of Directors (or whoever replaces him for any of the reasons provided for in §§ 11 and 12 of this Article) has the casting vote in the resolutions of the Board of Directors, in addition to his own vote, in case of tie vote.

§ 11 – In case of temporary disqualification, the Chairman of the Board of Directors shall be replaced by the Vice-Chairman or, if the Vice-Chairman is absent, any other Director appointed by the Chairman or by the other Directors if no one is appointed.

§ 12 – If the position of Chairman of the Board of Directors becomes vacant, the Vice-Chairman shall take and remain in office until the board members elect a new Chairman, who shall remain in office for the remaining term of office.

§ 13 – The members of the Board of Directors shall not leave their offices for more than thirty (30) consecutive calendar days, under penalty of losing their offices, unless the Board of Directors authorizes them to do so.

Article 18 – The Board of Directors may create Committees, consisting of Management members and/or other persons that are not members of the Management of the Company, to assist it in its duties. The Board of Directors shall establish the scope, members and form of operation of each Committee at the resolution that approves the creation of the Committees.

Article 19 – In addition to the matters provided for in Article 142 of the Brazilian Corporate Law and other provisions hereof, the Board of Directors shall:

I– approve the annual and pluriannual budgets, business plan, strategic plans and expansion projects;

II– approve the acquisition, sale, transfer or encumbrance of the Company’s fixed assets and the pledge of guarantees in amounts greater than three percent (3%) of the net earnings recorded in the Company’s consolidated financial statements of the last fiscal year, whenever such transactions are outside the ordinary course of business of a company operating in the same industry wherein the Company operates, subject to Article 32 hereof;

III– decide on the issuance of shares or any other securities by the Company, their respective issue prices and the number of shares or other securities whenever such decisions may be made by the Board of Directors, pursuant to applicable law;

IV– authorize the Company to pledge guarantees for third-party obligations in amounts greater than three percent (3%) of the net earnings recorded in the Company’s consolidated financial statements of the last fiscal year, except for guarantees incurred by companies operating in the same industry wherein the Company operates in the ordinary course of their businesses;

V– call the General Shareholders’ Meeting of the Company;

VI– grant stock options and restricted stocks to the Management and employees of the Company or its subsidiaries, without preemptive rights to shareholders, pursuant to the conditions of programs approved at General Shareholders’ Meetings;

VII– authorize the issue of the Company’s shares, within the limits authorized in Article 6 hereof, setting forth issue conditions, including price and payment period, and exclude (or reduce the term for exercise of) preemptive rights in issues of shares, warrants and convertible debentures, which placement occurs through the sale in stock exchange, public subscription or public offering for transfer of control, pursuant to applicable law;

VIII– appoint and dismiss independent auditors. The external auditors shall prepare information to the Board of Directors, upon request of the Board of Directors and within its powers. The Board of Directors may request clarifications whenever necessary;

IX– set forth overall guidelines for the Company’s business, including business targets and strategies to be pursued by the Company, ensuring their adequate execution;

X– elect and dismiss the Company’s officers and establish their roles, and appoint the Investor Relations Officer;

XI– inspect the administration of Officers, examine, at any time, the Company’s books and documents, request information about executed agreements, or to be executed, and any other acts;

XII– express an opinion about the Management’s report and the Board of Executive Officers’ accounts and decide on submitting them to the General Shareholders’ Meeting;

XIII– analyze the Company’s quarterly results;

XIV– express a prior opinion about any proposal to be submitted to a resolution of the General Shareholders’ Meeting;

XV– approve the negotiation, assignment, transfer or sale of any intangible assets;

XVI– approve the establishment of any type of security or personal guarantee on the Company’s fixed assets in amounts greater than three percent (3%) of the net earnings recorded in the Company’s consolidated financial statements of the last fiscal year, except in case of judicial attachment, seizure or arrest;

XVII– approve the Related Parties Transactions Policy and the implementation of any transaction in accordance with the provisions of such policy;

XVIII– approve the contracting of financial obligations not included in the annual plan or budget of the Company or its Subsidiaries, which amounts are greater than three percent (3%) of the net earnings recorded in the Company’s consolidated financial statements of the last fiscal year, subject to Article 32 hereof;

XIX– decide on the issue of ordinary debentures, not convertible into shares, as well as on the issue of commercial papers and warrants;

XX– define the list of three companies specialized in economic appraisal of companies, to prepare an appraisal report of the Company's shares in the event of a tender offer for delisting as a publicly-held company or exiting Level 2;

XXI– authorize the Company’s Board of Executive Officers to file for bankruptcy or request in-court or out-of-court reorganization of the Company after approval of the General Shareholders’ Meeting;

XXII– decide on any financial restructuring directly or indirectly involving the Company or its Subsidiaries;

XXIII– approve the Code of Ethic and Conduct of the Company;

XXIV– decide on any matters submitted by the Board of Executive Officers;

XXV– agree or disagree on any public offering for the purchase of shares issued by the Company, through a substantiated opinion disclosed within fifteen (15) days of publication of the notice about the public offering of shares, which opinion shall include, at least: (i) the price of the public offering for the purchase of shares; (ii) the convenience and opportunity of the public offering for the purchase of shares in terms of the interests of the group of shareholders and liquidity of their securities; (iii) the impact of the public offering on the interests of the Company; (iv) the strategic plans disclosed by the offeror in connection with the Company; (v) the description of the relevant changes in the financial status of the Company, occurred since the date of the last financial statements or quarterly information released to the market; (vi) other relevant aspects for the shareholder’s decision; and (iv) other items considered relevant by the Board of Directors, as well as information required pursuant to the rules of the CVM; and

XXVI– decide on the repurchase and/or trading of shares issued by the Company and derivatives referenced thereto, except for the provision of Article 11, item (l) hereto.

Section II

Board of Executive Officers

Article 20 –The Company's Board of Executive Officers shall consist of at least two (2) and no more than seven (7) members elected by the Board of Directors, residents in Brazil, who are not required to be shareholders of the Company, as follows: one (1) Chief Executive Officer (CEO); one (1) Vice-Chief Financial Officer; one (1) Investor Relations Officer; and up to four (4) Executive Officers, who are not required to have any specific designation. The accumulation of positions is permitted.

§ 1 – The Executive Officers are elected by majority vote of the members of the Board of Directors for a term of office of two (2) years, with permitted reelection. The investiture of members of the Board of Executive Officers shall be made upon the execution of the respective investiture instrument drawn up in the Company’s books, as provided for by Article 15, § 4 hereof. The Board of Executive Officers shall consist of professionals of confirmed experience and ability to act in their respective areas of expertise. Moreover, such professionals shall meet the requirements set forth by law and these Bylaws to perform their duties.

§ 2 – The Officers may be dismissed, at any time, by the Board of Directors. Once an Officer is dismissed, the Board of Directors shall elect an alternate Officer for the remaining term of office within ten (10) days of the vacancy. Also, in case of temporary disqualification or absence of any Officer for more than sixty (60) days, the Board of Directors shall promptly meet to elect an alternate Officer for the remaining term of office. The CEO shall serve as replacement of the relevant Officer during his absence or while the elected alternate does not take office, as applicable.

§ 3 – The position of Investor Relations Officer may be served by an Investor Relations Officer or, cumulatively, by any Officer.

§ 4 – The Board of Directors shall appoint an Investor Relations Officer among the Officers of the Company, who shall be in charge of the disclosure of relevant acts or facts in connection with the Company’s business, as well as of relations of the Company with the market and regulatory and inspection entities.

§ 5 – The CEO shall coordinate the activities of the Board of Executive Officers and supervise all the Company’s activities.

§ 6 – The Vice-Chief Financial Officer shall analyze, monitor and evaluate the Company’s financial performance, according to resolutions taken at the General Shareholders’ Meeting and meetings of the Board of Directors and the business plan; provide information on the performance of the Company, from time to time, to the General Shareholders’ Meeting and the Board of Directors; coordinate the preparation of the Company’s financial statements and the annual management’s report and present them to the external auditors, Board of Directors and Fiscal Council, if one is installed.

§ 7 – The Investor Relations Officer, among other duties that may be established, has the power to (i) reservedly represent the Company before the CVM, shareholders, investors, stock exchanges, the Central Bank of Brazil and other agencies related to capital markets activities; (ii) plan, coordinate and guide the relationship and the communication between the Company and its investors, the CVM and entities in which the securities of the Company are admitted to trading; (iii) propose guidelines and rules on the investor relations of the Company; (iv) comply with the requirements set forth by the capital markets applicable law and disclose to the market material information about the Company and its businesses, in accordance with the law; (v) safe keep the corporate books and ensure the accuracy of the records; (vi) supervise the services carried out by the depositary financial institution holding the shares of the shareholding structure, such as payment of dividends and bonus, purchase, sale and transfer of shares, among others; (vii) ensure the compliance with and performance of the corporate governance rules, bylaws and the applicable law in connection with the securities market; and (viii) individually or in group, carry out the regular management acts of the Company.

§ 8 – Without prejudice to the duties that the Board of Directors may set forth to the other officers, the CEO may set forth other duties to such officers.

Article 21 – The Board of Executive Officers shall meet when convened by its CEO or by any member of the Board of Executive Officers, whenever the corporate interests so demand, upon a five (5) days’ prior notice sent by letter with acknowledgment receipt, facsimile or e- mail. The attendance of all officers shall allow the meetings of the Board of Executive Officers to be held regularly, irrespective of any calling. The meetings shall be held with the attendance of the majority of its members, and the respective resolutions shall be taken by majority vote of the attending members, except in case of a draw, when the CEO shall have the casting vote to approve or reject the matter under discussion.

§ 1 – The meetings of the Board of Executive Officers shall be presided over by the CEO.

§ 2 – The members of the Board of Executive Officers may meet by conference call or videoconference. In such cases, board members attending remotely the meeting must express, unequivocally their vote, and may also to send such vote by letter or e-mail. The meetings of the Board of Executive Officers shall be drafted in the appropriate book and signed by all attending Officers.

Article 22 – The Board of Executive Officers has the power to represent the Company, manage the corporate business in general and practice all necessary or convenient acts for such purpose, except for those which power is attributed by law or by these Bylaws to the Shareholders’ Meeting or the Board of Directors. In exercising their duties, the Officers may carry out all transactions and perform all acts necessary to achieve the purposes of their titles, as provided for hereunder as to the form of representation, jurisdictional amount for certain acts, and general business guidelines set forth by the Board of Directors, including discussing and approving the use of funds; settling claims; waiving; assigning rights; acknowledging debts; reaching agreements; making commitments; undertaking obligations; entering into agreements; purchasing, selling and burdening personal property and real estate; providing collaterals, guarantees and sureties; issuing, indorsing, pledging, discounting, withdrawing and accommodating securities in general; opening, transferring and closing accounts in credit institutions; all of which may also be performed by a duly authorized attorney-in-fact, pursuant to the legal restrictions and those set forth herein.

Article 23 – The Board of Executive Officers also has the power to:

a)comply and enforce compliance with these Bylaws and the resolutions of the Board of Directors and Shareholders’ Meeting;

b)represent the Company, as plaintiff and defendant, according to the duties and powers set forth herein and by the Shareholders’ Meeting;

c)discuss the opening, closing and change of addresses of branches, agencies, offices or representation offices of the Company in Brazil or abroad;

d)submit, on an annual basis, to the review of the Board of Directors, the Management Report and the accounts of the Board of Executive Officers, together with the report of the independent auditors, as well as with the proposal for the use of revenue assessed abroad;

e)prepare and propose, to the Board of Directors, the business, operating and investment plans of the Company, as well as the annual budget;

f)prepare the strategic planning of the Company and issue their respective rules;

g)propose to the Board of Directors, when necessary, with the support of the ESG Committee, the Code of Ethic and Conduct;

h)decide on any matter that is not attributed to the reserved power of the Shareholders’ Meeting or Board of Directors, as well as on any divergences among its members; and

i)present, on a quarterly basis, to the Board of Directors, a detailed economic, financial and equity balance sheets of the Company and its subsidiaries.

Article 24 – The representation of the Company, in any act that creates a responsibility to the Company or release third parties from obligations undertaken with the Company, including the representation of the Company in court, as plaintiff or defendant, is attributed to: (i) the CEO, solely; (ii) any two (2) Officers together; or (iii) one (1) solely attorney-in-fact with special powers, provided that such attorney-in-fact has been appointed by the CEO, pursuant to Article 25 hereof.

Sole Paragraph – The Company may be represented by a sole Officer or attorney-in-fact (i) in the shareholders’ meetings or meetings of partners of companies in which it participates; (ii) in acts or transactions of the Company abroad; (iii) before agencies of any level of government, councils or professional associations of workers’ unions; and (iv) in any regular act that does not create a responsibility to the Company.

Article 25 – The powers of attorney shall be granted on behalf of the Company by the CEO solely, and they shall specify the granted powers and, except for those powers of attorney for judicial purposes (ad judicia), they shall have a limited term of up to one (1) year, pursuant to the limits set forth by the Board of Directors, these Bylaws, or applicable law.

Sole Paragraph – In the absence of any determination as to the term of the powers of attorney granted by the Company, a term of one (1) year shall be presumed.

Article 26 – The acts of any Officer, attorney-in-fact or employee that involve the Company in obligations and businesses or transactions outside the Company’s purpose are expressly prohibited and shall be void and ineffective in what concerns the Company.

Section III

Audit Committee

Article 27 – The Audit Committee, a consulting body directly related to the Board of Directors, shall consist of at least three (3) members, most of them independent members, pursuant to legislation in force. Of the independent members of the Audit Committee, (i) at least two (2) shall be Independent Members, of whom at least one (1) shall have been appointed as Coordinator of such committee; and (ii) at least one (1) of the independent members shall have proven experience in corporate accounting matters. The Board of Directors shall approve the regulation applicable to the Audit Committee, setting forth rules to convene, install and vote the meetings of the Audit Committee, as well as the frequency of meetings, duration of terms of office, and member’s eligibility requirements, among other matters.

Article 28 – The Audit Committee has the power to, among others:

a)express an opinion about the hiring and dismissal of the independent auditor for preparation of an external independent audit or any other service;

b)supervise the activities of the independent auditors to evaluate: (i) their independence; (ii) the quality of the services provided; and (iii) the suitability of the services provided to the Company’s requirements;

c)supervise the internal controls and internal audit departments of the Company;

d)supervise the activities concerning the preparation of the financial statements of the Company;

e)monitor the quality and integrity of the mechanisms of internal control of the Company;

f)monitor the quality and integrity of quarterly information, interim financial information and financial statements of the Company;

g)monitor the quality and integrity of information and measurements disclosed based on adjusted accounting data and non-accounting data that add unforeseen elements to the regular reporting structure of the financial statements of the Company;

h)evaluate and monitor the Company’s exposure to risks, including to require detailed information about policies and procedures related to: (i) management’s compensation; (ii) the use of Company’s assets; and (iii) expenses incurred on behalf of the Company;

i)evaluate and monitor, together with the management and the internal audit department, the suitability of the related-party transactions carried out by the Company and their respective records; and

j)prepare an annual report, in summary form, to be presented together with the financial statements, including the description of: (i) its activities, the results and conclusions reached and recommendations made; and (ii) any situation presenting a significant divergence between the management of the Company, the independent auditors and the Audit Committee in connection with the financial statements of the Company.

Section IV

Compensation Committee

Article 29 – The Compensation Committee, a consulting body directly related to the Board of Directors, shall consist of three (3) members appointed by the Board of Directors, and its regulation shall be approved at a meeting of the Board of Directors, setting forth rules to convene, install and vote the meetings of the Compensation Committee, as well as the frequency of meetings, duration of terms of office, and member’s eligibility requirements, among other matters.

§ 1 – At least two (2) members of the Compensation Committee shall be Independent Members.

§ 2 – The Compensation Committee shall be coordinated by one of its independent members, who will be entitled to call special meetings and establish the relevant agenda.

Article 30 – The Compensation Committee shall organize, manage and interpret the share incentive plans and settle any issues not provided for in such plans or any conflicts related thereto.

Section V

ESG Committee

Article 31 – The Environmental, Social & Governance Committee, or simply “ESG Committee”, a consulting body directly related to the Board of Directors, shall consist of four (4) members appointed by the Board of Directors, setting forth rules to convene, install and vote the meetings of the ESG Committee, as well as the frequency of meetings, duration of terms of office, and member’s eligibility requirements, among other matters.

§ 1 – At least two (2) members of the ESG Committee shall be Independent Members.

§ 2 – The ESG Committee shall be coordinated by one of its independent members, who will be entitled to call special meetings and establish the relevant agenda.

Article 32 – The ESG Committee shall:

I- Prepare and carry out the continuous evaluation of the ESG plan and strategy instituted by the Company ("ESG Plan"), verifying the consolidation of the orchestrated action plans, as well as other proposals and initiatives regarding the matter in question, preparing the organizational model in reference in line with internal procedures to be followed and the organizational structures necessary for the implementation of the ESG Plan;

II- Review and support the Board of Executive Officers in the preparation of updates, amendments and innovations to the Code of Ethic and Conduct of the Company;

III- Review and propose to the Board of Officers a Transactions With Related Parties Police, considering the Panel Code;

IV- Monitor the environmental, social, economic and corporate governance commitments undertook by the Company, monitoring the actions of working groups focused on ESG, as well as recommending to the Board of Directors the approval of corporate rules and procedures related to ESG issues and the adoption of actions to disseminate them and monitor its compliance;

V- Review the panel of targets and indicators of the Company's ESG Plan, as well as identify and propose improvements to the structure, mechanisms and governance practices of the Company, in order to maintain compliance with applicable legislation and best market practices;

VI- Encourage the monitoring of trends in topics related to the sustainability of the business and propose the adoption, by the Company, of global, national, regional or local policies related to corporate sustainability;

VII- Identify, approach and deal with situations involving ESG matters and approaches that may have the potential to impact the Company's image, reputation and assets, as they have aspects that may have a relevant impact on business, relationships and image of the Company, thus mitigating eventual risks;

VIII- Analyze the management reports arising from the Company's Whistleblower Channel, as well as monitor the progress of investigations demanded by the Ethics and Conduct Committee, review and propose updates to the Company's Code of Ethics and Conduct, when necessary;

IX- Recommend the adoption, adhesion, entry, maintenance or continuity of the Company in "Protocols", "Principles", "Agreements", "Pacts", "Initiatives" and "Treaties" national or international, directly or indirectly related to ESG;

X- Recommend to the Board of Directors, when relevant, the implementation of development or improvement programs for management members, executives or employees, in order to promote training and spread ESG knowledge, as well as to promote the strengthening of the culture of ESG in the Company;

XI- Participate in the preparation and updating of reports that demonstrate the Company's ESG performance to interested parties (stakeholders);

XII- Provide support in maintaining the Related-Party Transactions Policy of the Company, in order to express its opinion about potential conflicts of interest among members of the Board of Directors and the Company; and

XIII- Express an opinion about: (I) the sale or transfer of the Company’s fixed assets in amounts greater than three percent (3%) of the net earnings recorded in the Company’s consolidated financial statements of the last fiscal year, whenever such transactions are outside the ordinary course of business of a company operating in the same industry wherein the Company operates; (II) any transaction with related parties, in accordance with the provisions of the Related Parties Transactions Policy of the Company; and (III) contracting any financial obligation not provided for in the annual plan or budget of the Company or its subsidiaries, which amount, in Reais, is greater than two hundred million dollars (US$200,000,000.00), converted by the PTAX rate published by the Central Bank on its webpage on the day of the transaction.

CHAPTER VI

FISCAL COUNCIL

Article 33 – The Company shall have a non-permanent Fiscal Council consisting of three (3) members and their respective alternates, shareholders or not, elected by the Shareholders’ Meeting that approves its installation, which Meeting shall also determine the compensation of the members of the Fiscal Council, within the legal limit. The Fiscal Council may be installed in fiscal years wherein shareholders request it, pursuant to the applicable provisions of the Brazilian Corporate Law.

§ 1 – The Fiscal Council, if one is installed, shall have its duties attributed by law.

§ 2 – The members of the Fiscal Council shall take office upon the execution of their respective terms, in the appropriate book.

§ 3 – The tenure of the members of the Fiscal Council shall be subject to the prior execution of the Term of Consent (Termo de Anuência) of the Members of the Fiscal Council pursuant to the Level 2 Regulation, as well as in compliance with applicable law.

§ 4 – The members of the Fiscal Council shall be replaced, when absent and disqualified, by their respective alternates. In case the offices of members of the Fiscal Council become vacant, their respective alternates shall replace them. In case there are no alternates, the Shareholders’ Meeting shall be called to proceed with the election of a member to take the vacant office.

§ 5 – In addition to the disqualification cases provided for by law, anyone who maintains a relationship with a company that may be considered a competitor of the Company may not be elected as member of the Fiscal Council of the Company. The election of a person who is, among others: (a) an employee, shareholder or member of a corporate, technical or fiscal body of a competitor, Parent Company or Subsidiary of a competitor; (b) the spouse or relative within the second degree of a member of a management, technical or fiscal body of a competitor, Parent Company or Subsidiary of a competitor.

§ 6 – The compensation of the members of the Fiscal Council shall be established by the Shareholders’ Meeting that elects them, pursuant to § 3 of Article 162 of the Brazilian Corporate Law.

Article 34 – When installed, the Fiscal Council shall meet, pursuant to applicable law, whenever necessary and shall review, at least on a quarterly basis, the financial statements.

§ 1 – Irrespective of any formalities, a meeting that has been attended by all members of the Fiscal Council shall be deemed regularly called.

§ 2 – The Fiscal Council shall decide by the absolute majority vote, with the attendance of the majority of its members.

§ 3 – All decisions of the Fiscal Council shall be included in the minutes drafted in the respective book of Minutes and Opinions of the Fiscal Council and signed by all attending members.

CHAPTER VII

FISCAL YEAR, BALANCE SHEET, NET INCOME AND DIVIDENDS

Article 35 – The fiscal year shall coincide with the calendar year, beginning on January 1 and ending on December 31 of each year.

§ 1 – At the end of each fiscal year, the Board of Executive Officers shall prepare a general balance sheet, as well as the other financial statements, pursuant to applicable law and the Level 2 Listing Regulation.

§ 2 – Together with the financial statements for the fiscal year then ended, the Board of Directors shall submit to the General Shareholders’ Meeting for approval the proposal of allocation of net income, in accordance with the provisions hereunder.

§ 3 – The Board of Directors may request the Board of Executive Officers to prepare Balance Sheets at any time, and approve the distribution of interim dividends based on income assessed, pursuant to applicable law. At any time, the Board of Directors may also decide on the distribution of interim dividends to be charged from the retained earnings or income reserve, pursuant to applicable law. If distributed, these dividends may be charged from the minimum mandatory dividend.

Article 36 – The Company may, with the approval of the Board of Directors, pay to its shareholders interest on shareholders’ equity, pursuant to Article 9, § 7, of Law n. 9,249/95 and other applicable laws and regulations, which may be deducted from the minimum mandatory dividend. Any payment made in accordance herewith shall be included, for all purposes, in the amount of dividends distributed by the Company.

Article 37 – Any accumulated losses and reserves for income tax and social contribution on net income shall be deducted from the income of the fiscal year, before any equity payment is made.

§ 1 – The retained net income determined pursuant to the head provision hereof shall be used as follows:

I– five percent (5%) shall be allocated to the legal reserve, which shall not exceed twenty percent (20%) of the subscribed capital stock. During the fiscal year wherein the balance of the legal reserve plus the capital reserves, as provided for by § 1 of Article 182 of the Brazilian Corporate Law, exceeds thirty percent (30%) of the capital stock, the allocation of part of the net income of the fiscal year to the legal reserve shall not be mandatory;

II– as an amount allocated to form contingency reserves and for the reversal of such reserves as established in previous years;

III– zero point one percent (0.1%) of the balance of the net income, after the deductions referred to above and the adjustment provided for by Article 202 of the Brazilian Corporate Law, shall be distributed to the shareholders as mandatory minimum dividend; and

IV– the remaining balance, after eventual profit retention, based on the budget approved by the Shareholders’ Meeting, pursuant to Article 196 of the Brazilian Corporate Law and Article 39 hereof, shall be distributed as dividend.

§ 2 – The minimum mandatory dividend shall not be paid to shareholders for the fiscal year wherein the management of the Company informs the Shareholders’ Meeting that such payment is not compatible with the financial condition of the Company, provided that Article 202, §§ 4 and 5 of the Brazilian Corporate Law is complied with.

§ 3 – Dividends, except if decided otherwise, shall be paid within sixty (60) days from the date their distribution has been approved and, in any case, within the fiscal year.

Article 38 – Dividends and interest on shareholders’ equity not received within three (3) years from the date they are made available to shareholders shall be reverted to the Company.

Article 39 – The Board of Executive Officers of the Company Shall prepare, on an annual basis, before the beginning of each fiscal year, a written business plan to the Company, that shall include as attachments the operating budgets per line item and capital expenditure (capex) budgets for the following fiscal year, as well as margins for the compensation of the Board of Executive Officers. The business plan shall be submitted to the Board of Directors for appreciation and approval, during the last quarter of each fiscal year.

CHAPTER VIII

TRANSFER OF CONTROL, DELISTING AS A PUBLICLY-HELD COMPANY AND EXITING LEVEL 2

Article 40 – The transfer of Control of the Company, through one sole transaction or through successive transactions, shall be carried out under the precedent or subsequent condition that the Acquiror undertakes to carry out a public offering for the purchase of shares and other securities convertible into shares of the other shareholders of the Company, under the terms and conditions set forth by applicable law and the Level 2 Listing Regulation, in order to ensure preferred shareholders the same conditions and price per preferred share equal to seventy-five (75) times the price per common share paid to the Selling Controlling Shareholder and to the other common shareholders the same conditions and price per common share paid to the Selling Controlling Shareholder.

Sole Paragraph – The public offering provided for hereby shall also be required in the following cases:

(i)onerous assignment of subscription rights of shares and other securities or rights relating to securities convertible into shares that may result in the Transfer of Control of the Company; or

(ii)transfer of Control of a company that holds the Controlling Power of the Company, in which case the Selling Controlling Shareholder shall inform B3 the value attributed to the Company in such transfer and attach documents that confirm such value.

Article 41 – The individual or entity that acquires the Controlling Power, as a result of a private share purchase agreement entered into with the Controlling Shareholder, for any number of shares, shall be required to: (i) carry out the public offering mentioned in Article 40 above; and (ii) pay, pursuant to the provisions below, an amount equal to the difference between the price of the public offering and the price per share purchased in stock exchange in the six (6) months before the date of acquisition of the Controlling Power, as adjusted to the payment date. Such amount shall be distributed among the persons who sold shares of the Company in the trading days the Acquiror performed the acquisitions, prorated to the daily selling net balance of each share. Such distribution shall be performed by B3, pursuant to its regulations.

Article 42 – The Company shall not record: (a) any transfers of equity interest to the Acquiror or to those that may come to hold the Controlling Power while such shareholder(s) do(es) not sign the Term of Consent of the Controlling Entities referred to in the Level 2 Regulation; and (b) in its headquarters, the Shareholders’ Agreement that provides for the exercise of the Controlling Power while its signatories don’t sign the Term of Consent of the Controlling Entities referred to in Item “a” above.

Article 43 – A shareholder which attains an ownership interest of thirty percent (30%) of the shares of voting stock (“Material Ownership Interest”) shall be required to carry out a material ownership tender offer for all other shares and securities convertible into shares issued by the Company.

§ 1 – The tender offer price for common shares must be equivalent to the highest purchase price the acquirer may have paid for voting shares within the period of twelve (12) months preceding the date of the Material Tender Offer trigger, with adjustments to account for corporate actions such as distributions of dividends and interest on shareholders’ equity, bonus issues, stock splits and reverse splits, but not any corporate action defined as corporate restructuring transactions.

§ 2 – The tender offer price for preferred shares and securities convertible into preferred shares, post conversion, shall be equivalent to seventy-five (75) times the tender offer price for common shares.

Article 44 – In the tender offer to be carried out by the Controlling Shareholder or by the Company to delist as a publicly-held company, the minimum price to be offered shall correspond to the Economic Value assessed in an appraisal report provided for by Article 46 hereof, whichever is higher, pursuant to applicable law and regulations.

Article 45 – The exit of the Company from Level 2 shall be (i) previously approved at a Board of Officers’ Meeting; and (ii) informed to B3 through a written thirty-day notice.

Sole Paragraph – If the exit of the Company from Level 2 is approved in order to allow its securities to be admitted for trading outside Level 2, or due to a corporate restructuring in which the securities of the surviving company are not admitted for trading in Level 2 within one hundred twenty days (120) from the date of the shareholders’ meeting that approved such transaction, the Controlling Shareholder shall carry out a public offering to purchase the shares of the remaining shareholders of the Company for, at least, the respective Economic Value, to be assessed in an appraisal report prepared pursuant to Article 46 hereof, in compliance with applicable law and regulations.

Article 46 – The appraisal report referred to in Article 44 and Article 45, Sole Paragraph, hereof shall be prepared by an expert institution or firm, with proven experience and independence as to the decision power of the Company, its management and Controlling Shareholders, which appraisal report shall also meet the requirements set forth by Article 8, § 1, of the Brazilian Corporate Law, and include the liability referred to in Article 8, § 6, of the Brazilian Corporate Law. The choice of expert institution or firm responsible for the assessment of the Economic Value of the Company shall be exclusively made by the Shareholders’ Meeting, based on the list of three companies presented by the Board of Directors. Blank votes shall not be regarded and each share, irrespective of its type or class, shall be entitled to one vote. The decision shall be made by majority vote of the shareholders representing the Outstanding Shares attending the Shareholders’ Meeting that discusses the matter. Such Shareholders’ Meeting shall be attended, on first call, by at least twenty percent (20%) of the total Outstanding Shares, in accordance with the quorum provided for by Article 125 of the Brazilian Corporate Law or, on second call, by any number of shareholders representing the Outstanding Shares. The costs of preparation of the appraisal report shall be fully paid by the offeror.

Article 47 – The Controlling Shareholder shall be dismissed from carrying out the public offering to purchase shares referred to in the Sole Paragraph of Article 40 hereof if the Company exits Level 2 due to the execution of an agreement on the participation of the Company in the special sOEGMent of B3 called Novo Mercado (“Novo Mercado”) or if the surviving company of a corporate restructuring obtains the authorization to trade its securities in Novo Mercado within one hundred twenty (120) days from the date of the Shareholders’ Meeting that approved such transaction.

Article 48 – In the absence of a Controlling Shareholder, if the exit of the Company from Level 2 is approved in order to allow its securities to be admitted to trading outside Level 2, or due to a corporate restructuring in which the securities of the surviving company are not admitted for trading in Level 2 or Novo Mercado within one hundred twenty days (120) from the date of the shareholders’ meeting that approved such transaction, exit from Level 2 shall be subject to a public offering to purchase shares in the same conditions set forth by the Sole Paragraph of Article 45 above.

§ 1 – Such Shareholders’ Meeting shall set forth the responsible party(ies) for carrying out the public offering to purchase shares, which party(ies), if attending the meeting, shall expressly undertake the obligation to carry out the offering.

§ 2 – In the absence of appointed responsible parties to carry out the public offering to purchase shares, in case of a corporate restructuring in which the securities of the surviving company are not admitted for trading in Level 2, the shareholders that voted for the corporate restructuring shall carry out the public offering.

Article 49 – The exit of the Company from the Corporate Governance Level 2 due to noncompliance with the obligations set forth by the Level 2 Regulation is subject to the completion of the public offering to purchase shares for, at least, the Economic Value of the shares, to be assessed by the appraisal report referred to in Article 44 hereof, pursuant to applicable law and regulations.

§ 1 – The Controlling Shareholder shall carry out the public offering for the purchase of shares provided for by the head provision hereof.

§ 2 – In the absence of a Controlling Shareholder and if the exit from Level 2 referred to in the head provision above results from a resolution of the Shareholders’ Meeting, the shareholders that voted for the resolution that caused the respective noncompliance shall carry out the public offering of shares provided for by the head provision above.

§ 3 – In the absence of a Controlling Shareholder and if the exit from Level 2 referred to in the head provision hereof occurs as a result of an act or fact of management, the Management of the Company shall call a Shareholders’ Meeting whose agenda shall be the voting on how to remedy the noncompliance with obligations set forth in the Level 2 Regulation or, if applicable, the exit of the Company from Level 2.

§ 4 – If the Shareholders’ Meeting referred to in § 3 above approves the exit of the Company from Level 2, such Shareholders’ Meeting shall set forth the responsible party(ies) for carrying out the public offering to purchase shares as provided for by the head provision hereof, which party(ies), if attending the meeting, shall expressly undertake the obligation to carry out the offering.

Article 50 – A sole tender offer may be carried out, aiming at more than one of the purposes provided for by this Chapter VIII, the Level 2 Regulation or the regulation issued by the CVM, provided that it is possible to match the procedures of all types of tender offers, without prejudice to the offerees, and with the authorization of the CVM as required by applicable law.

Article 51 – The shareholders responsible for carrying out the tender offer provided for by this Chapter VIII, the Level 2 Regulation or the regulation issued by the CVM may ensure its completion through any shareholder or third party. The shareholder shall not be exempt from the obligation to carry out the tender offer until it is completed, pursuant to applicable rules.

Sole Paragraph – Notwithstanding the provisions of Chapter VIII of this Bylaws, the provisions of Level 2 Regulation shall prevail over the provisions of the Bylaws in case of prejudice of rights of the offerees under the offerings referred to in the above Articles.

CHAPTER IX

ARBITRATION

Article 52 – The Company, its shareholders, Management and members of the Fiscal Council undertake to settle, through arbitration with the Market Arbitration Chamber (Câmara de Arbitragem do Mercado), any and all dispute or controversy that may arise between them, especially related to or deriving from the application, validity, effectiveness, interpretation, violation, as well as their effects, of the Brazilian Corporate Law, the Bylaws of the Company, the rules passed by the Brazilian Monetary Council (Conselho Monetário Nacional), the Central Bank of Brazil and the CVM, as well as other rules applicable to the activities of the capital markets in general, in addition to those of the Level 2 Regulation, the Arbitration Regulation, the Sanctions Regulation and the Level 2 Participation Agreement.

Sole Paragraph – Without prejudice to the validity of this arbitration clause, provisional measures and injunctions shall be requested by the Parties, before the Arbitration Court is established, from the Judicial Branch, pursuant to Item 5.1.3 of the Arbitration Regulation of the Market Arbitration Chamber.

CHAPTER X

LIQUIDATION AND DISSOLUTION

Article 53 – The Company shall be liquidated in the cases provided for by law or upon decision of the Shareholders’ Meeting.

Sole Paragraph – The Board of Directors shall set forth the form of liquidation and appoint the liquidator. The Fiscal Council shall be active during the liquidation period.

CHAPTER XI

DEFINITIONS

Article 54 – For purposes of these Bylaws, upper case words shall have the following meanings, without prejudice to other terms herein defined:

(a)“Controlling Shareholder” means the Controlling Shareholder(s) or the Group of Shareholders that exercise the Controlling Power on the Company;

(b)“Selling Controlling Shareholder” means the Controlling Shareholder at the time of the Transfer of Control of the Company;

(c)“Control Stock” means the block of shares that directly or indirectly ensures its holders the individual and/or shared exercise of the Controlling Power of the Company;

(d)“Outstanding Shares” means all shares issued by the Company, except those held by the Controlling Shareholder, persons connected to it, and by the Management of the Company, as well as shares held in treasury;

(e)“Acquiror” means the entity to which the Selling Controlling Shareholder transfers the Control Stock through a Transfer of Control of the Company.

(f)“Transfer of Control of the Company” means the onerous transfer of the Control Stock to a third party;

(g)“Independent Member” shall have the meaning attributed in the Level 2 Regulation;

(h)"Control” (as well as related terms such as “Controlling Power,” “Controlling Entities,” “under common Control” or “Subsidiaries”) means the power effectively used to guide the corporate activities and the activities of the bodies of the Company, directly or indirectly, de facto et de jure, irrespective of the equity interest held. There is a rebuttable presumption of Control for the individual or Group of Shareholders holding shares representing the majority of votes of attending members in the past three (3) shareholders’ meetings of the Company, even if they do not hold the majority of the voting stock.

(i)“Derivatives” mean securities traded in futures markets or other assets backed by or derived from securities issued by the Company;

(j)“Group of Shareholders” mean the group of people: (i) bound by voting contracts or agreements of any kind, directly or through Subsidiaries, Controlling Entities or companies under common Control; or (ii) among whom there is a direct or indirect relationship of Control; or (iii) who are under common Control;

(k)“Other Corporate Rights” mean: (i) usufruct or fideicommissum on the shares issued by the Company; (ii) call, subscription or exchange options, of any kind, that may result in the purchase of shares issued by the Company; or (iii) any other right that ensure the shareholder permanent or temporary political or equity rights on the shares issued by the Company; and

(l)“Economic Value” means the value of the Company and its shares, as may be determined by an expert firm through an acknowledged method or based on other criterion that may be defined by the CVM.

CHAPTER XII

GENERAL PROVISIONS

Article 55 – Omissions hereunder shall be solved by the Shareholders’ Meeting and governed pursuant to the Brazilian Corporate Law and the Level 2 Regulation.

***

31

Document

Exhibit 2.3

AZUL INVESTMENTS LLP

as Issuer

AZUL S.A.

and

AZUL LINHAS AÉREAS BRASILEIRAS S.A.

as Guarantors

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

(as successor in interest to U.S. Bank, National Association) as Trustee, Registrar, Transfer Agent and Paying Agent

SUPPLEMENTAL INDENTURE

Dated as of July 14, 2023

5.875% Senior Notes due 2024

TABLE OF CONTENTS

		Page
ARTICLE1<br><br>DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section 1.01.	Definitions	2
Section 1.02.	Headings	2
ARTICLE2<br><br>AMENDMENTS
Section 2.01.	Amendments to the Indenture	3
ARTICLE 3<br><br>RATIFICATION OF OTHER TERMS AND CONDITIONS OF THE INDENTURE
Section 3.01.	Indenture to Remain in Effect	4
ARTICLE 4<br><br>EFFECTIVENESS OF THIS SUPPLEMENTAL INDENTURE
Section 4.01.	Operative Conditions to the Effectiveness of this Supplement Indenture	4
Section 4.02.	Satisfaction Officer’s Certificate	4
ARTICLE 5<br><br>MISCELLANEOUS
Section 5.01.	Provisions of Indenture and Notes for the Sole Benefit of Parties and Holders of Notes	5
Section 5.02.	No Recourse Against Others	5
Section 5.03.	Governing Law	5
Section 5.04.	Consent to Jurisdiction	5
Section 5.05.	Successors and Assigns	5
Section 5.06.	Multiple Originals	6
Section 5.07.	Severability Clause	6

i

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 14, 2023, among AZUL INVESTMENTS LLP, a Delaware limited liability partnership (the “Issuer”), AZUL S.A. and AZUL LINHAS AÉREAS BRASILEIRAS S.A., each a corporation (sociedade anônima) organized under the laws of the Federative Republic of Brazil, as the guarantors (the “Guarantors” and each a “Guarantor”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to U.S. Bank, National Association), as trustee, registrar, transfer agent and paying agent (the “Trustee”).

WITNESSETH:

WHEREAS, the Issuer, the Guarantors and the Trustee are parties to the Indenture dated as of October 26, 2017 (the “Indenture”) relating to the Issuer’s 5.875% Senior Notes due 2024 (the “Notes”);

WHEREAS, Section 9.02 of the Indenture permits the Issuer and the Guarantors, when authorized by a Resolution (as defined in the Indenture) and the Trustee, together, to amend or supplement the Indenture to amend the provisions of the Indenture as set forth herein with the consent of the Holders (as defined in the Indenture) of a majority in principal amount of the Outstanding Notes (as defined in the Indenture);

WHEREAS, pursuant to the confidential exchange offering memorandum and consent solicitation statement, dated June 13, 2023 (the “Offering Memorandum”), the Issuer has made an offer to Eligible Holders (as defined in the Offering Memorandum) to exchange their Notes for newly issued 11.500% Senior Secured Second Out Notes due 2029 (the “New 2029 Notes”) to be issued by Azul Secured Finance LLP (the “New Notes Issuer”) (the “Exchange Offer”);

WHEREAS, in connection with the Exchange Offer, the Issuer solicited consents from Eligible Holders to the 2024 Proposed Amendments (as defined in the Offering Memorandum) and, pursuant to the terms of the Exchange Offer set forth in the Offering Memorandum, Eligible Holders may not tender their Notes for exchange pursuant to the Exchange Offer without delivering their consents to the 2024 Proposed Amendments (“Consents”), and Eligible Holders may not deliver their Consents without tendering their Notes pursuant to the Exchange Offer;

WHEREAS, neither the Issuer nor any of its Affiliates shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to the Consents for the 2024 Proposed Amendments;

WHEREAS, as of the date of this Supplemental Indenture, neither the Issuer nor any of its Affiliates (as defined in the Indenture) own any Notes;

WHEREAS, pursuant to the Exchange Offer, Eligible Holders of at least a majority in aggregate principal amount of the Outstanding Notes have tendered their Notes in exchange for New 2029 Notes upon the terms and subject to the conditions set forth in the Offering Memorandum, and have thereby delivered their Consents to the 2024 Proposed Amendments, which are to be implemented by the amendments to the Indenture set forth in Article 2 of this Supplemental Indenture (the “Amendments”);

WHEREAS, while this Supplemental Indenture shall be effective upon execution and delivery by the parties to this Supplemental Indenture, the Amendments will not become operative unless and until the Issuer has (i) procured that the New 2029 Notes are issued by the New Notes Issuer and delivered in exchange for all Notes that have been validly tendered (and not validly withdrawn) by the Early Participation Deadline (as defined in the Offering Memorandum) and accepted for exchange by the Issuer in accordance with the terms of the Exchange Offer (the “Exchanged Notes”), (ii) paid the Accrued Interest (as defined in the Offering Memorandum) in respect of the Exchanged Notes in accordance with the terms of the Exchange Offer, and (iii) confirmed to the Trustee in writing that the Operative Conditions (as defined below) have been met;

WHEREAS, upon the satisfaction of the Operative Conditions (as defined below), as evidenced by the Satisfaction Officers’ Certificate (as defined below) delivered to the Trustee, all Holders will be bound by the terms of this Supplemental Indenture, including the Amendments, even if they did not deliver Consents to the Amendments by tendering their Notes in the Exchange Offer;

WHEREAS, for the purposes recited above, and pursuant to Resolutions, the Issuer and the Guarantors have duly determined to execute and deliver to the Trustee this Supplemental Indenture; and

WHEREAS, all conditions and requirements necessary to make this Supplemental Indenture a valid instrument in accordance with its terms have been done and performed, and the execution and delivery of this Supplemental Indenture has been duly authorized.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the Guarantors and the Trustee hereby agree as follows:

ARTICLE 1

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01. Definitions.

All capitalized terms used but not defined in this Supplemental Indenture shall have the meanings ascribed to such terms in the Indenture. All definitions in the Indenture shall be read in a manner consistent with the terms of this Supplemental Indenture.

Section 1.02. Headings.

The headings of the sections in this Supplemental Indenture have been inserted for convenience of reference only, are not intended to be considered a part of this Supplemental Indenture and shall not modify or restrict any of the terms or provisions of this Supplemental Indenture.

ARTICLE 2

AMENDMENTS

Section 2.01. Amendments to the Indenture.

(a)The Indenture is hereby amended by deleting each of the following sections, or subsections, as the case may be, in its entirety and, in the case of each such section or subsection so deleted, inserting in lieu thereof the phrase “[Intentionally Omitted]”:

(i)Section 4.04 (Maintenance of Corporate Existence);

(ii)Section 4.05 (Payment of Taxes and Claims);

(iii)Section 4.07 (Reporting Requirements);

(iv)Section 4.08 (Available Information);

(v)Section 4.09 (Limitations on the Issuer);

(vi)Section 4.10 (Limitations on Transactions with Affiliates);

(vii)Section 4.11 (Repurchase of Notes upon a Change of Control);

(viii)Subsection (iii) of Section 5.01 (Limitation on Consolidation, Merger or Transfer of Assets); and

(ix)Sections 6.01(c), (d), (e), (f), (g), (h) and (j) (Events of Default).

(b)The Indenture is hereby amended by deleting the following words within subsection (i) of Section 5.01 (Limitation on Consolidation, Merger or Transfer of Assets): “shall be a Person organized and existing under the laws of Brazil or the United States, or any other country (or political subdivision thereof) that is a member country of the European Union or of the Organisation for Economic Co-operation and Development on the date of this Indenture, and such Person.”

(c)Any provision contained in the Notes that relates to any provision of the Indenture as amended by this Section 2.01 shall likewise be amended so that any such provision contained in the Notes will conform to and be consistent with any provision of the Indenture as amended by this Supplemental Indenture.

(d)Any definition used exclusively in the provisions of the Indenture and the Notes that are deleted pursuant to this Section 2.01 are hereby deleted in their entirety from the Indenture and the Notes. All references in the Indenture and the Notes to any sections or subsection of the Indenture set forth in Section 2.01(a), any and all obligations thereunder and any Event of Default related solely to such sections and subsection, are hereby deleted throughout the Indenture and the Notes.

ARTICLE 3

RATIFICATION OF OTHER TERMS AND CONDITIONS OF THE INDENTURE

Section 3.01. Indenture to Remain in Effect.

Except as expressly modified by this Supplemental Indenture, the Indenture shall continue in full force and effect in accordance with its terms. Upon the execution of this Supplemental Indenture, the Indenture and the Notes shall be deemed to be modified and amended in accordance with this Supplemental Indenture and each reference in the Indenture to “this Indenture,” “hereunder,” “hereof,” or “herein” shall mean and be a reference to the Indenture as supplemented and amended hereby, unless the context otherwise requires, and all the terms and conditions of this Supplemental Indenture shall be and be deemed to be part of the terms and conditions of the Indenture for any and all purposes.

ARTICLE 4

EFFECTIVENESS OF THIS SUPPLEMENTAL INDENTURE

Section 4.01. Operative Conditions to the Effectiveness of this Supplement Indenture.

This Supplemental Indenture shall become effective and binding on the Issuer, the Guarantors, the Trustee and every Holder heretofore or hereafter and delivered under the Indenture, upon the execution and delivery by the parties to this Supplemental Indenture, provided, however, that the Amendments set forth in Article 2 of this Supplemental Indenture shall only become operative upon:

(a)the issuance of the New 2029 Notes by the New Notes Issuer and delivery in exchange for the Exchanged Notes in accordance with the terms of the Exchange Offer;

(b)the payment of the Accrued Interest in respect of the Exchanged Notes in accordance with the terms of the Exchange Offer; and

(c)written confirmation having been provided by the Issuer to the Trustee that the requirements set forth in subsection (a) and (b) of this Section 4.01 have been satisfied, together, the “Operative Conditions”.

Section 4.02. Satisfaction Officer’s Certificate.

The Amendments shall become operative upon satisfaction of the Operative Conditions, as evidenced by an Officers’ Certificate substantially in the form attached to this Supplemental Indenture as the Schedule hereto (the “Satisfaction Officer’s Certificate”) delivered to the Trustee.

ARTICLE 5

MISCELLANEOUS

Section 5.01. Provisions of Indenture and Notes for the Sole Benefit of Parties and Holders of Notes.

Nothing in this Supplemental Indenture or the Notes, expressed or implied, shall give to any Person other than the parties to this Supplemental Indenture and their successors hereunder and the Holders any benefit or any legal or equitable right, remedy or claim under this Supplemental Indenture or the Notes.

Section 5.02. No Recourse Against Others.

No director, officer, employee or shareholder, as such, of the Issuer, the Guarantors or the Trustee shall have any liability for any obligations of the Issuer, the Guarantors or the Trustee respectively, under this Supplemental Indenture, the Indenture or the Notes or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Holder is deemed to have waived and released all such liability.

Section 5.03. Governing Law.

THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE PARTIES TO THIS SUPPLEMENTAL INDENTURE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 5.04. Consent to Jurisdiction.

The parties to this Supplemental Indenture ratify the provisions of Section 11.11 of the Indenture with respect to this Supplemental Indenture as if such provisions were set forth in their entirety in this Supplemental Indenture.

Section 5.05. Successors and Assigns.

All covenants and agreements of the Issuer and the Guarantors in this Supplemental Indenture shall bind their respective successors and assigns. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

Section 5.06. Multiple Originals.

The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Supplemental Indenture.

Section 5.07. Severability Clause.

In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. To the extent permitted by applicable law, the parties hereby waive any provision of law which renders any term or provision of this Supplemental Indenture invalid or unenforceable in any respect.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties to this Supplemental Indenture have caused this Supplemental Indenture to be duly executed as of the date first written above.

AZUL INVESTMENTS LLP,
as the Issuer
By:	Azul Linhas Aéreas Brasileiras S.A.,
	as Managing Partner
By:	/s/ Raphael Linares Felippe
	Name:	Raphael Linares Felippe
	Title:	Attorney-in-Fact
AZUL S.A.
as Guarantor
By:	/s/ Thais Vieira Haberli
	Name:	Thais Vieira Haberli
	Title:	Attorney-in-Fact
AZUL LINHAS AÉREAS BRASILEIRAS S.A.
as Guarantor
By:	/s/ Raphael Linares Felippe
	Name:	Raphael Linares Felippe
	Title:	Attorney-in-Fact

[Signature Page to Supplemental Indenture in respect of 5.875% Senior Notes due 2024]

7

IN WITNESS WHEREOF, the parties to this Supplemental Indenture have caused this Supplemental Indenture to be duly executed as of the date first written above.

U.S. BANK NATIONAL ASSOCIATION
(as successor in interest to U.S. Bank, National Association)
as Trustee, Registrar, Transfer Agent and Paying Agent
By:	/s/ Michelle Mina-Rosado
	Name:	Michelle Mina-Rosado
	Title:	Vice President

[Signature Page to Supplemental Indenture in respect of 5.875% Senior Notes due 2024]

8

SCHEDULE

FORM OF SATISFACTION OFFICER’S CERTIFICATE

The undersigned, being an attorney-in-fact for Azul Linhas Aéreas Brasileiras S.A., the managing partner of Azul Investments LLP (the “Issuer”), a Delaware limited liability partnership, with its registered office located at the offices of Corporation Service Company, 251 Little Falls Drive, Wilmington, Delaware 19808, pursuant to Sections 4.02 of the Supplemental Indenture dated as of July 14, 2023 (the “Supplemental Indenture”), relating to the Issuer’s 5.875% Senior Notes due 2024 (the “Notes”) by and among the Issuer, Azul S.A., a Brazilian corporation (sociedade por ações) (“Azul”) and Azul Linhas Aéreas Brasileiras S.A., a Brazilian corporation (sociedade por ações) (“ALAB”) as the guarantors, and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank, National Association), as trustee, registrar, transfer agent and paying agent (the “Trustee”), in connection with the satisfaction of certain conditions to give effect to the Amendments set forth in the Supplemental Indenture, hereby certifies on behalf of the Issuer and not in his personal capacity:

1.The undersigned has read such Operative Conditions as stated in the Supplemental Indenture and made such examination or investigation as is necessary to enable him to express an informed opinion as to the satisfaction of the Operative Conditions.

2.On [●], 2023, the New 2029 Notes were issued by the New Notes Issuer and delivered in exchange for the Exchanged Notes in accordance with the terms of the Exchange Offer.

3.On [●], 2023, the Issuer paid the Accrued Interest in respect of the Exchanged Notes in accordance with the terms of the Exchange Offer.

4.Accordingly, the Operative Conditions have been satisfied and, in accordance with Section 4.01 of the Supplemental Indenture, the Amendments have become operative on the date of this Officer’s Certificate.

Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Supplemental Indenture.

[Signature Page Follows]

IN WITNESS WHEREOF, I have duly signed this document as of [●], 2023.

By:
	Name:
	Title:	Attorney-in-Fact for Azul Linhas Aéreas Brasileiras S.A.,
		as Managing Partner

[Signature Page to the Satisfaction Officer’s Certificate in respect of 5.875% Senior Notes due 2024]

10

Document

Exhibit 2.4
EXECUTION VERSION

AZUL INVESTMENTS LLP

as Issuer

AZUL S.A.

and

AZUL LINHAS AÉREAS BRASILEIRAS S.A.

as Guarantors

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

(as successor in interest to U.S. Bank, National Association) as Trustee, Registrar, Transfer Agent and Paying Agent

SUPPLEMENTAL INDENTURE

Dated as of July 14, 2023

5.875% Senior Notes due 2024

TABLE OF CONTENTS

		Page
ARTICLE 1<br><br>DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section 1.01.	Definitions	2
Section 1.02.	Headings	2
ARTICLE 2<br><br>AMENDMENTS
Section 2.01.	Amendments to the Indenture	3
ARTICLE 3<br><br>RATIFICATION OF OTHER TERMS AND CONDITIONS OF THE INDENTURE
Section 3.01.	Indenture to Remain in Effect	4
ARTICLE 4<br><br>EFFECTIVENESS OF THIS SUPPLEMENTAL INDENTURE
Section 4.01.	Operative Conditions to the Effectiveness of this Supplement Indenture	4
Section 4.02.	Satisfaction Officer’s Certificate	4
ARTICLE 5<br><br>MISCELLANEOUS
Section 5.01.	Provisions of Indenture and Notes for the Sole Benefit of Parties and Holders of Notes	5
Section 5.02.	No Recourse Against Others	5
Section 5.03.	Governing Law	5
Section 5.04.	Consent to Jurisdiction	5
Section 5.05.	Successors and Assigns	5
Section 5.06.	Multiple Originals	5
Section 5.07.	Severability Clause	5

i

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 14, 2023, among AZUL INVESTMENTS LLP, a Delaware limited liability partnership (the “Issuer”), AZUL S.A. and AZUL LINHAS AÉREAS BRASILEIRAS S.A., each a corporation (sociedade anônima) organized under the laws of the Federative Republic of Brazil, as the guarantors (the “Guarantors” and each a “Guarantor”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to U.S. Bank, National Association), as trustee, registrar, transfer agent and paying agent (the “Trustee”).

WITNESSETH:

WHEREAS, the Issuer, the Guarantors and the Trustee are parties to the Indenture dated as of October 26, 2017 (the “Indenture”) relating to the Issuer’s 5.875% Senior Notes due 2024 (the “Notes”);

WHEREAS, Section 9.02 of the Indenture permits the Issuer and the Guarantors, when authorized by a Resolution (as defined in the Indenture) and the Trustee, together, to amend or supplement the Indenture to amend the provisions of the Indenture as set forth herein with the consent of the Holders (as defined in the Indenture) of a majority in principal amount of the Outstanding Notes (as defined in the Indenture);

WHEREAS, pursuant to the confidential exchange offering memorandum and consent solicitation statement, dated June 13, 2023 (the “Offering Memorandum”), the Issuer has made an offer to Eligible Holders (as defined in the Offering Memorandum) to exchange their Notes for newly issued 11.500% Senior Secured Second Out Notes due 2029 (the “New 2029 Notes”) to be issued by Azul Secured Finance LLP (the “New Notes Issuer”) (the “Exchange Offer”);

WHEREAS, in connection with the Exchange Offer, the Issuer solicited consents from Eligible Holders to the 2024 Proposed Amendments (as defined in the Offering Memorandum) and, pursuant to the terms of the Exchange Offer set forth in the Offering Memorandum, Eligible Holders may not tender their Notes for exchange pursuant to the Exchange Offer without delivering their consents to the 2024 Proposed Amendments (“Consents”), and Eligible Holders may not deliver their Consents without tendering their Notes pursuant to the Exchange Offer;

WHEREAS, neither the Issuer nor any of its Affiliates shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to the Consents for the 2024 Proposed Amendments;

WHEREAS, as of the date of this Supplemental Indenture, neither the Issuer nor any of its Affiliates (as defined in the Indenture) own any Notes;

WHEREAS, pursuant to the Exchange Offer, Eligible Holders of at least a majority in aggregate principal amount of the Outstanding Notes have tendered their Notes in exchange for New 2029 Notes upon the terms and subject to the conditions set forth in the Offering Memorandum, and have thereby delivered their Consents to the 2024 Proposed Amendments, which are to be implemented by the amendments to the Indenture set forth in Article 2 of this Supplemental Indenture (the “Amendments”);

WHEREAS, while this Supplemental Indenture shall be effective upon execution and delivery by the parties to this Supplemental Indenture, the Amendments will not become operative unless and until the Issuer has (i) procured that the New 2029 Notes are issued by the New Notes Issuer and delivered in exchange for all Notes that have been validly tendered (and not validly withdrawn) by the Early Participation Deadline (as defined in the Offering Memorandum) and accepted for exchange by the Issuer in accordance with the terms of the Exchange Offer (the “Exchanged Notes”), (ii) paid the Accrued Interest (as defined in the Offering Memorandum) in respect of the Exchanged Notes in accordance with the terms of the Exchange Offer, and (iii) confirmed to the Trustee in writing that the Operative Conditions (as defined below) have been met;

WHEREAS, upon the satisfaction of the Operative Conditions (as defined below), as evidenced by the Satisfaction Officers’ Certificate (as defined below) delivered to the Trustee, all Holders will be bound by the terms of this Supplemental Indenture, including the Amendments, even if they did not deliver Consents to the Amendments by tendering their Notes in the Exchange Offer;

WHEREAS, for the purposes recited above, and pursuant to Resolutions, the Issuer and the Guarantors have duly determined to execute and deliver to the Trustee this Supplemental Indenture; and

WHEREAS, all conditions and requirements necessary to make this Supplemental Indenture a valid instrument in accordance with its terms have been done and performed, and the execution and delivery of this Supplemental Indenture has been duly authorized.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the Guarantors and the Trustee hereby agree as follows:

ARTICLE 1

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01. Definitions. All capitalized terms used but not defined in this Supplemental Indenture shall have the meanings ascribed to such terms in the Indenture. All definitions in the Indenture shall be read in a manner consistent with the terms of this Supplemental Indenture.

Section 1.02. Headings. The headings of the sections in this Supplemental Indenture have been inserted for convenience of reference only, are not intended to be considered a part of this Supplemental Indenture and shall not modify or restrict any of the terms or provisions of this Supplemental Indenture.

ARTICLE 2

AMENDMENTS

Section 2.01. Amendments to the Indenture.

(a) The Indenture is hereby amended by deleting each of the following sections, or subsections, as the case may be, in its entirety and, in the case of each such section or subsection so deleted, inserting in lieu thereof the phrase “[Intentionally Omitted]”:

(i)Section 4.04 (Maintenance of Corporate Existence);

(ii)Section 4.05 (Payment of Taxes and Claims);

(iii)Section 4.07 (Reporting Requirements);

(iv)Section 4.08 (Available Information);

(v)Section 4.09 (Limitations on the Issuer);

(vi)Section 4.10 (Limitations on Transactions with Affiliates);

(vii)Section 4.11 (Repurchase of Notes upon a Change of Control);

(viii)subsection (iii) of Section 5.01 (Limitation on Consolidation, Merger or Transfer of Assets); and

(ix)Sections 6.01(c), (d), (e), (f), (g), (h) and (j) (Events of Default).

(b)The Indenture is hereby amended by deleting the following words within subsection (i) of Section 5.01 (Limitation on Consolidation, Merger or Transfer of Assets): “shall be a Person organized and existing under the laws of Brazil or the United States, or any other country (or political subdivision thereof) that is a member country of the European Union or of the Organisation for Economic Co-operation and Development on the date of this Indenture, and such Person.”

(c)Any provision contained in the Notes that relates to any provision of the Indenture as amended by this Section 2.01 shall likewise be amended so that any such provision contained in the Notes will conform to and be consistent with any provision of the Indenture as amended by this Supplemental Indenture.

(d)Any definition used exclusively in the provisions of the Indenture and the Notes that are deleted pursuant to this Section 2.01 are hereby deleted in their entirety from the Indenture and the Notes. All references in the Indenture and the Notes to any sections or subsection of the Indenture set forth in Section 2.01(a), any and all obligations thereunder and any Event of Default related solely to such sections and subsection, are hereby deleted throughout the Indenture and the Notes.

ARTICLE 3

RATIFICATION OF OTHER TERMS AND CONDITIONS OF THE INDENTURE

Section 3.01. Indenture to Remain in Effect. Except as expressly modified by this Supplemental Indenture, the Indenture shall continue in full force and effect in accordance with its terms. Upon the execution of this Supplemental Indenture, the Indenture and the Notes shall be deemed to be modified and amended in accordance with this Supplemental Indenture and each reference in the Indenture to “this Indenture,” “hereunder,” “hereof,” or “herein” shall mean and be a reference to the Indenture as supplemented and amended hereby, unless the context otherwise requires, and all the terms and conditions of this Supplemental Indenture shall be and be deemed to be part of the terms and conditions of the Indenture for any and all purposes.

ARTICLE 4

EFFECTIVENESS OF THIS SUPPLEMENTAL INDENTURE

Section 4.01. Operative Conditions to the Effectiveness of this Supplement Indenture. This Supplemental Indenture shall become effective and binding on the Issuer, the Guarantors, the Trustee and every Holder heretofore or hereafter and delivered under the Indenture, upon the execution and delivery by the parties to this Supplemental Indenture, provided, however, that the Amendments set forth in Article 2 of this Supplemental Indenture shall only become operative upon:

(a)the issuance of the New 2029 Notes by the New Notes Issuer and delivery in exchange for the Exchanged Notes in accordance with the terms of the Exchange Offer;

(b)the payment of the Accrued Interest in respect of the Exchanged Notes in accordance with the terms of the Exchange Offer; and

(c)written confirmation having been provided by the Issuer to the Trustee that the requirements set forth in subsection (a) and (b) of this Section 4.01 have been satisfied, together, the “Operative Conditions”.

Section 4.02. Satisfaction Officer’s Certificate. The Amendments shall become operative upon satisfaction of the Operative Conditions, as evidenced by an Officers’ Certificate substantially in the form attached to this Supplemental Indenture as the Schedule hereto (the “Satisfaction Officer’s Certificate”) delivered to the Trustee.

ARTICLE 5

MISCELLANEOUS

Section 5.01. Provisions of Indenture and Notes for the Sole Benefit of Parties and Holders of Notes. Nothing in this Supplemental Indenture or the Notes, expressed or implied, shall give to any Person other than the parties to this Supplemental Indenture and their successors hereunder and the Holders any benefit or any legal or equitable right, remedy or claim under this Supplemental Indenture or the Notes.

Section 5.02. No Recourse Against Others. No director, officer, employee or shareholder, as such, of the Issuer, the Guarantors or the Trustee shall have any liability for any obligations of the Issuer, the Guarantors or the Trustee respectively, under this Supplemental Indenture, the Indenture or the Notes or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Holder is deemed to have waived and released all such liability.

Section 5.03. Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE PARTIES TO THIS SUPPLEMENTAL INDENTURE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 5.04. Consent to Jurisdiction. The parties to this Supplemental Indenture ratify the provisions of Section 11.11 of the Indenture with respect to this Supplemental Indenture as if such provisions were set forth in their entirety in this Supplemental Indenture.

Section 5.05. Successors and Assigns. All covenants and agreements of the Issuer and the Guarantors in this Supplemental Indenture shall bind their respective successors and assigns. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

Section 5.06. Multiple Originals. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Supplemental Indenture.

Section 5.07. Severability Clause. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. To the extent permitted by applicable law, the parties hereby waive any provision of law which renders any term or provision of this Supplemental Indenture invalid or unenforceable in any respect.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties to this Supplemental Indenture have caused this Supplemental Indenture to be duly executed as of the date first written above.

AZUL INVESTMENTS LLP,
as the Issuer
By:	Azul Linhas Aéreas Brasileiras S.A., as Managing Partner
By:	/s/ Raphael Linares Felippe
	Name:	Raphael Linares Felippe
	Title:	Attorney-in-Fact
AZUL S.A.
as Guarantor
By:	/s/ Thais Vieira Haberli
	Name:	Thais Vieira Haberli
	Title:	Attorney-in-Fact
AZUL LINHAS AÉREAS BRASILEIRAS S.A.
as Guarantor
By:	/s/ Raphael Linares Felippe
	Name:	Raphael Linares Felippe
	Title:	Attorney-in-Fact

[Signature Page to Supplemental Indenture in respect of 5.875% Senior Notes due 2024]

IN WITNESS WHEREOF, the parties to this Supplemental Indenture have caused this Supplemental Indenture to be duly executed as of the date first written above.

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
(as successor in interest to U.S. Bank, National Association)
as Trustee, Registrar, Transfer Agent and Paying Agent
By:	/s/ Michelle Mena-Rosado
	Name:	Michelle Mena-Rosado
	Title:	Vice President

[Signature Page to Supplemental Indenture in respect of 5.875% Senior Notes due 2024]

SCHEDULE

FORM OF SATISFACTION OFFICER’S CERTIFICATE

The undersigned, being an attorney-in-fact for Azul Linhas Aéreas Brasileiras S.A., the managing partner of Azul Investments LLP (the “Issuer”), a Delaware limited liability partnership, with its registered office located at the offices of Corporation Service Company, 251 Little Falls Drive, Wilmington, Delaware 19808, pursuant to Sections 4.02 of the Supplemental Indenture dated as of July 14, 2023 (the “Supplemental Indenture”), relating to the Issuer’s 5.875% Senior Notes due 2024 (the “Notes”) by and among the Issuer, Azul S.A., a Brazilian corporation (sociedade por ações) (“Azul”) and Azul Linhas Aéreas Brasileiras S.A., a Brazilian corporation (sociedade por ações) (“ALAB”) as the guarantors, and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank, National Association), as trustee, registrar, transfer agent and paying agent (the “Trustee”), in connection with the satisfaction of certain conditions to give effect to the Amendments set forth in the Supplemental Indenture, hereby certifies on behalf of the Issuer and not in his personal capacity:

1.The undersigned has read such Operative Conditions as stated in the Supplemental Indenture and made such examination or investigation as is necessary to enable him to express an informed opinion as to the satisfaction of the Operative Conditions.

2.On [●], 2023, the New 2029 Notes were issued by the New Notes Issuer and delivered in exchange for the Exchanged Notes in accordance with the terms of the Exchange Offer.

3.On [●], 2023, the Issuer paid the Accrued Interest in respect of the Exchanged Notes in accordance with the terms of the Exchange Offer.

4.Accordingly, the Operative Conditions have been satisfied and, in accordance with Section 4.01 of the Supplemental Indenture, the Amendments have become operative on the date of this Officer’s Certificate.

Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Supplemental Indenture.

[Signature Page Follows]

IN WITNESS WHEREOF, I have duly signed this document as of [●], 2023.

By:
	Name:
	Title:	Attorney-in-Fact for Azul Linhas Aéreas Brasileiras S.A.,
		as Managing Partner

[Signature Page to the Satisfaction Officer’s Certificate in respect of 5.875% Senior Notes due 2024]

Document

Exhibit 2.5

AZUL INVESTMENTS LLP

as Issuer

AZUL S.A.

and

AZUL LINHAS AÉREAS BRASILEIRAS S.A.

as Guarantors

and

UMB BANK, NATIONAL ASSOCIATION

as Trustee, Registrar, Transfer Agent and Paying Agent

SUPPLEMENTAL INDENTURE

Dated as of July 14, 2023

7.250% Senior Notes due 2026

TABLE OF CONTENTS

		Page
ARTICLE 1<br><br>DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section 1.01.	Definitions	2
Section 1.02.	Headings	2
ARTICLE 2<br><br>AMENDMENTS
Section 2.01.	Amendments to the Indenture	3
ARTICLE 3<br><br>RATIFICATION OF OTHER TERMS AND CONDITIONS OF THE INDENTURE
Section 3.01.	Indenture to Remain in Effect	4
ARTICLE4<br><br>EFFECTIVENESS OF THIS SUPPLEMENTAL INDENTURE
Section 4.01.	Operative Conditions to the Effectiveness of this Supplement Indenture	4
Section 4.02.	Satisfaction Officer’s Certificate	4
ARTICLE5<br><br>MISCELLANEOUS
Section 5.01.	Provisions of Indenture and Notes for the Sole Benefit of Parties and Holders of Notes	5
Section 5.02.	No Recourse Against Others	5
Section 5.03.	Governing Law	5
Section 5.04.	Consent to Jurisdiction	5
Section 5.05.	Successors and Assigns	5
Section 5.06.	Multiple Originals	6
Section 5.07.	Severability Clause	6

i

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 14, 2023, among AZUL INVESTMENTS LLP, a Delaware limited liability partnership (the “Issuer”), AZUL S.A. and AZUL LINHAS AÉREAS BRASILEIRAS S.A., each a corporation (sociedade anônima) organized under the laws of the Federative Republic of Brazil, as the guarantors (the “Guarantors” and each a “Guarantor”), and UMB BANK, NATIONAL ASSOCIATION, as trustee, registrar, transfer agent and paying agent (the “Trustee”).

WITNESSETH:

WHEREAS, the Issuer, the Guarantors and the Trustee are parties to the Indenture dated as of June 15, 2021 (the “Indenture”) relating to the Issuer’s 7.250% Senior Notes due 2026 (the “Notes”);

WHEREAS, Section 9.02 of the Indenture permits the Issuer and the Guarantors, when authorized by a Resolution (as defined in the Indenture) and the Trustee, together, to amend or supplement the Indenture to amend the provisions of the Indenture as set forth herein with the consent of the Holders (as defined in the Indenture) of a majority in principal amount of the Outstanding Notes (as defined in the Indenture);

WHEREAS, pursuant to the confidential exchange offering memorandum and consent solicitation statement, dated June 13, 2023 (the “Offering Memorandum”), the Issuer has made an offer to Eligible Holders (as defined in the Offering Memorandum) to exchange their Notes for newly issued 10.875% Senior Secured Second Out Notes due 2030 (the “New 2030 Notes”) to be issued by Azul Secured Finance LLP (the “New Notes Issuer”) (the “Exchange Offer”);

WHEREAS, in connection with the Exchange Offer, the Issuer solicited consents from Eligible Holders to the 2026 Proposed Amendments (as defined in the Offering Memorandum) and, pursuant to the terms of the Exchange Offer set forth in the Offering Memorandum, Eligible Holders may not tender their Notes for exchange pursuant to the Exchange Offer without delivering their consents to the 2026 Proposed Amendments (“Consents”), and Eligible Holders may not deliver their Consents without tendering their Notes pursuant to the Exchange Offer;

WHEREAS, neither the Issuer nor any of its Affiliates shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to the Consents for the 2026 Proposed Amendments;

WHEREAS, as of the date of this Supplemental Indenture, neither the Issuer nor any of its Affiliates (as defined in the Indenture) own any Notes;

WHEREAS, pursuant to the Exchange Offer, Eligible Holders of at least a majority in aggregate principal amount of the Outstanding Notes have tendered their Notes in exchange for New 2030 Notes upon the terms and subject to the conditions set forth in the Offering Memorandum, and have thereby delivered their Consents to the 2026 Proposed Amendments, which are to be implemented by the amendments to the Indenture set forth in Article 2 of this Supplemental Indenture (the “Amendments”);

WHEREAS, while this Supplemental Indenture shall be effective upon execution and delivery by the parties to this Supplemental Indenture, the Amendments will not become operative unless and until the Issuer has (i) procured that the New 2030 Notes are issued by the New Notes Issuer and delivered in exchange for all Notes that have been validly tendered (and not validly withdrawn) by the Early Participation Deadline (as defined in the Offering Memorandum) and accepted for exchange by the Issuer in accordance with the terms of the Exchange Offer (the “Exchanged Notes”), (ii) paid the Accrued Interest (as defined in the Offering Memorandum) in respect of the Exchanged Notes in accordance with the terms of the Exchange Offer, and (iii) confirmed to the Trustee in writing that the Operative Conditions (as defined below) have been met;

WHEREAS, upon the satisfaction of the Operative Conditions (as defined below), as evidenced by the Satisfaction Officers’ Certificate (as defined below) delivered to the Trustee, all Holders will be bound by the terms of this Supplemental Indenture, including the Amendments, even if they did not deliver Consents to the Amendments by tendering their Notes in the Exchange Offer;

WHEREAS, for the purposes recited above, and pursuant to Resolutions, the Issuer and the Guarantors have duly determined to execute and deliver to the Trustee this Supplemental Indenture; and

WHEREAS, all conditions and requirements necessary to make this Supplemental Indenture a valid instrument in accordance with its terms have been done and performed, and the execution and delivery of this Supplemental Indenture has been duly authorized.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the Guarantors and the Trustee hereby agree as follows:

ARTICLE 1

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01. Definitions.

All capitalized terms used but not defined in this Supplemental Indenture shall have the meanings ascribed to such terms in the Indenture. All definitions in the Indenture shall be read in a manner consistent with the terms of this Supplemental Indenture.

Section 1.02. Headings.

The headings of the sections in this Supplemental Indenture have been inserted for convenience of reference only, are not intended to be considered a part of this Supplemental Indenture and shall not modify or restrict any of the terms or provisions of this Supplemental Indenture.

ARTICLE 2

AMENDMENTS

Section 2.01. Amendments to the Indenture.

(a)The Indenture is hereby amended by deleting each of the following sections, or subsections, as the case may be, in its entirety and, in the case of each such section or subsection so deleted, inserting in lieu thereof the phrase “[Intentionally Omitted]”:

(i)Section 4.04 (Maintenance of Corporate Existence);

(ii)Section 4.05 (Payment of Taxes and Claims);

(iii)Section 4.07 (Reporting Requirements);

(iv)Section 4.08 (Available Information);

(v)Section 4.09 (Limitations on the Issuer);

(vi)Section 4.10 (Limitations on Transactions with Affiliates);

(vii)Section 4.11 (Limitations on Dividend Payments);

(viii)Section 4.12 (Repurchase of Notes upon a Change of Control);

(ix)subsection (iii) of Section 5.01 (Limitation on Consolidation, Merger or Transfer of Assets); and

(x)Sections 6.01(c), (d), (e), (f), (g), (h) and (j) (Events of Default).

(b)The Indenture is hereby amended by deleting the following words within subsection (i) of Section 5.01 (Limitation on Consolidation, Merger or Transfer of Assets): “shall be a Person organized and existing under the laws of Brazil or the United States, or any other country (or political subdivision thereof) that is a member country of the European Union or of the Organisation for Economic Co-operation and Development on the date of this Indenture, and such Person.”

(c)Any provision contained in the Notes that relates to any provision of the Indenture as amended by this Section 2.01 shall likewise be amended so that any such provision contained in the Notes will conform to and be consistent with any provision of the Indenture as amended by this Supplemental Indenture.

(d)Any definition used exclusively in the provisions of the Indenture and the Notes that are deleted pursuant to this Section 2.01 are hereby deleted in their entirety from the Indenture and the Notes. All references in the Indenture and the Notes to any sections or subsection of the Indenture set forth in Section 2.01(a), any and all obligations thereunder and any Event of Default related solely to such sections and subsection, are hereby deleted throughout the Indenture and the Notes.

ARTICLE 3

RATIFICATION OF OTHER TERMS AND CONDITIONS OF THE INDENTURE

Section 3.01. Indenture to Remain in Effect.

Except as expressly modified by this Supplemental Indenture, the Indenture shall continue in full force and effect in accordance with its terms. Upon the execution of this Supplemental Indenture, the Indenture and the Notes shall be deemed to be modified and amended in accordance with this Supplemental Indenture and each reference in the Indenture to “this Indenture,” “hereunder,” “hereof,” or “herein” shall mean and be a reference to the Indenture as supplemented and amended hereby, unless the context otherwise requires, and all the terms and conditions of this Supplemental Indenture shall be and be deemed to be part of the terms and conditions of the Indenture for any and all purposes.

ARTICLE 4

EFFECTIVENESS OF THIS SUPPLEMENTAL INDENTURE

Section 4.01. Operative Conditions to the Effectiveness of this Supplement Indenture.

This Supplemental Indenture shall become effective and binding on the Issuer, the Guarantors, the Trustee and every Holder heretofore or hereafter and delivered under the Indenture, upon the execution and delivery by the parties to this Supplemental Indenture, provided, however, that the Amendments set forth in Article 2 of this Supplemental Indenture shall only become operative upon:

(a)the issuance of the New 2030 Notes by the New Notes Issuer and delivery in exchange for the Exchanged Notes in accordance with the terms of the Exchange Offer;

(b)the payment of the Accrued Interest in respect of the Exchanged Notes in accordance with the terms of the Exchange Offer; and

(c)written confirmation having been provided by the Issuer to the Trustee that the requirements set forth in subsection (a) and (b) of this Section 4.01 have been satisfied, together, the “Operative Conditions”.

Section 4.02. Satisfaction Officer’s Certificate.

The Amendments shall become operative upon satisfaction of the Operative Conditions, as evidenced by an Officers’ Certificate substantially in the form attached to this Supplemental Indenture as the Schedule hereto (the “Satisfaction Officer’s Certificate”) delivered to the Trustee.

ARTICLE 5

MISCELLANEOUS

Section 5.01. Provisions of Indenture and Notes for the Sole Benefit of Parties and Holders of Notes.

Nothing in this Supplemental Indenture or the Notes, expressed or implied, shall give to any Person other than the parties to this Supplemental Indenture and their successors hereunder and the Holders any benefit or any legal or equitable right, remedy or claim under this Supplemental Indenture or the Notes.

Section 5.02. No Recourse Against Others.

No director, officer, employee or shareholder, as such, of the Issuer, the Guarantors or the Trustee shall have any liability for any obligations of the Issuer, the Guarantors or the Trustee respectively, under this Supplemental Indenture, the Indenture or the Notes or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Holder is deemed to have waived and released all such liability.

Section 5.03. Governing Law.

THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE PARTIES TO THIS SUPPLEMENTAL INDENTURE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 5.04. Consent to Jurisdiction.

The parties to this Supplemental Indenture ratify the provisions of Section 11.11 of the Indenture with respect to this Supplemental Indenture as if such provisions were set forth in their entirety in this Supplemental Indenture.

Section 5.05. Successors and Assigns.

All covenants and agreements of the Issuer and the Guarantors in this Supplemental Indenture shall bind their respective successors and assigns. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

Section 5.06. Multiple Originals.

The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Supplemental Indenture.

Section 5.07. Severability Clause.

In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. To the extent permitted by applicable law, the parties hereby waive any provision of law which renders any term or provision of this Supplemental Indenture invalid or unenforceable in any respect.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties to this Supplemental Indenture have caused this Supplemental Indenture to be duly executed as of the date first written above.

AZUL INVESTMENTS LLP,
as the Issuer
By:	Azul Linhas Aéreas Brasileiras S.A.,
	as Managing Partner
By:	/s/ Raphael Linares Felippe
	Name:	Raphael Linares Felippe
	Title:	Attorney-in-Fact
AZUL S.A.
as Guarantor
By:	/s/ Thais Vieira Haberli
	Name:	Thais Vieira Haberli
	Title:	Attorney-in-Fact
AZUL LINHAS AÉREAS BRASILEIRAS S.A.
as Guarantor
By:	/s/ Raphael Linares Felippe
	Name:	Raphael Linares Felippe
	Title:	Attorney-in-Fact

[Signature Page to Supplemental Indenture in respect of 7.250% Senior Notes due 2026]

7

IN WITNESS WHEREOF, the parties to this Supplemental Indenture have caused this Supplemental Indenture to be duly executed as of the date first written above.

UMB BANK, NATIONAL ASSOCIATION
as Trustee, Registrar, Transfer Agent and Paying Agent
By:	/s/ Israel Lugo
	Name:	Israel Lugo
	Title:	Vice President

[Signature Page to Supplemental Indenture in respect of 7.250% Senior Notes due 2026]

8

SCHEDULE

FORM OF SATISFACTION OFFICER’S CERTIFICATE

The undersigned, being an attorney-in-fact for Azul Linhas Aéreas Brasileiras S.A., the managing partner of Azul Investments LLP (the “Issuer”), a Delaware limited liability partnership, with its registered office located at the offices of Corporation Service Company, 251 Little Falls Drive, Wilmington, Delaware 19808, pursuant to Sections 4.02 of the Supplemental Indenture dated as of July 14, 2023 (the “Supplemental Indenture”), relating to the Issuer’s 7.250% Senior Notes due 2026 (the “Notes”) by and among the Issuer, Azul S.A., a Brazilian corporation (sociedade por ações) (“Azul”) and Azul Linhas Aéreas Brasileiras S.A., a Brazilian corporation (sociedade por ações) (“ALAB”) as the guarantors, and UMB Bank, National Association, as trustee, registrar, transfer agent and paying agent (the “Trustee”), in connection with the satisfaction of certain conditions to give effect to the Amendments set forth in the Supplemental Indenture, hereby certifies on behalf of the Issuer and not in his personal capacity:

1.The undersigned has read such Operative Conditions as stated in the Supplemental Indenture and made such examination or investigation as is necessary to enable him to express an informed opinion as to the satisfaction of the Operative Conditions.

2.On [●], 2023, the New 2030 Notes were issued by the New Notes Issuer and delivered in exchange for the Exchanged Notes in accordance with the terms of the Exchange Offer.

3.On [●], 2023, the Issuer paid the Accrued Interest in respect of the Exchanged Notes in accordance with the terms of the Exchange Offer.

4.Accordingly, the Operative Conditions have been satisfied and, in accordance with Section 4.01 of the Supplemental Indenture, the Amendments have become operative on the date of this Officer’s Certificate.

Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Supplemental Indenture.

[Signature Page Follows]

IN WITNESS WHEREOF, I have duly signed this document as of [●], 2023.

By:
	Name:
	Title:	Attorney-in-Fact for Azul Linhas Aéreas Brasileiras S.A., as Managing Partner

[Signature Page to the Satisfaction Officer’s Certificate in respect of 7.250% Senior Notes due 2026]

10

Document

Exhibit 2.6

INDENTURE

Dated as of July 14, 2023

Among

AZUL SECURED FINANCE LLP

as Issuer

AZUL S.A.

as Parent Guarantor

AZUL LINHAS AÉREAS BRASILEIRAS S.A.

INTELAZUL S.A.

ATS VIAGENS E TURISMO LTDA.

AZUL IP CAYMAN HOLDCO LTD.

AZUL IP CAYMAN LTD.

as Guarantors,

UMB BANK, N.A.,

as Trustee, Paying Agent, Transfer Agent and U.S. Collateral Agent

and

TMF BRASIL ADMINISTRAÇÃO E GESTÃO DE ATIVOS LTDA.

as Brazilian Collateral Agent

PROVIDING FOR THE ISSUANCE OF NOTES IN SERIES

TABLE OF CONTENTS

		Page
ARTICLE 1<br><br>DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01.	Definitions	2
Section 1.02.	Other Definitions	61
Section 1.03.	[Reserved]	65
Section 1.04.	Rules of Construction	65
Section 1.05.	Acts of Holders	65
ARTICLE 2<br><br>THE NOTES
Section 2.01.	Issuable in Series	67
Section 2.02.	Establishment of Terms of Series of Securities	67
Section 2.03.	Form and Dating; Terms	69
Section 2.04.	Execution and Authentication	71
Section 2.05.	Registrar, Paying Agent and Transfer Agent	72
Section 2.06.	Paying Agent to Hold Money in Trust	72
Section 2.07.	Holder Lists	73
Section 2.08.	Transfer and Exchange	73
Section 2.09.	Replacement Notes	87
Section 2.10.	Outstanding Notes	88
Section 2.11.	Treasury Notes; Competitors	89
Section 2.12.	Temporary Notes	89
Section 2.13.	Cancellation	89
Section 2.14.	Defaulted Interest	90
Section 2.15.	CUSIP and ISIN Numbers	90
Section 2.16.	Prohibition on Transfers to Competitors	90
ARTICLE 3<br><br>REDEMPTION
Section 3.01.	Notices to Trustee	91
Section 3.02.	Selection of Notes to Be Redeemed	91
Section 3.03.	Notice of Redemption	92
Section 3.04.	Effect of Notice of Redemption	93
Section 3.05.	Deposit of Redemption or Purchase Price	93
Section 3.06.	Notes Redeemed or Purchased in Part	94
Section 3.07.	Optional Redemption	94
Section 3.08.	Mandatory Prepayments	94
Section 3.09.	Mandatory Repurchase Offers for Notes	95
Section 3.10.	Optional Redemption upon a Tax Event	99
Section 3.11.	Optional Clean-Up Redemption	100
Section 3.12.	Open Market Purchases	101

-i-

ARTICLE 4<br><br>COVENANTS
Section 4.01.	Payment of the Notes and Maintenance of Accounts	101
Section 4.02.	TudoAzul and Azul Viagens Receivables; Receivables Coverage Obligation	102
Section 4.03.	Counterparty Notification Requirements	106
Section 4.04.	Counterparty Consent Requirements	106
Section 4.05.	Azul Cargo Collateral	107
Section 4.06.	Collection Accounts	109
Section 4.07.	Operation of the TudoAzul Program and Azul Viagens Business	111
Section 4.08.	Maintenance of Rating	112
Section 4.09.	Limitation on Certain Investments	112
Section 4.10.	Incurrence of Indebtedness	112
Section 4.11.	Blocked Pre-paid Points Purchase	114
Section 4.12.	Limitation on Restricted Payments.	116
Section 4.13.	Limitation on Liens	122
Section 4.14.	Limitation on Transactions with Affiliates	122
Section 4.15.	Restrictions on Disposition of Shared Collateral and Azul Cargo Collateral	123
Section 4.16.	Restrictions on Business Activities	123
Section 4.17.	Independent Directors of the IP Parties	126
Section 4.18.	Financial Statements and Other Reports	127
Section 4.19.	Substitution of the Issuer	130
Section 4.20.	[Reserved]	133
Section 4.21.	IP Agreements	134
Section 4.22.	Specified Organizational Documents	134
Section 4.23.	Intellectual Property Contribution Registration	134
Section 4.24.	Databases	135
Section 4.25.	Taxes	137
Section 4.26.	Additional Amounts	137
Section 4.27.	Stay, Extension and Usury Laws	140
Section 4.28.	Corporate Existence	140
Section 4.29.	Regulatory Matters	141
Section 4.30.	Compliance with Laws	141
Section 4.31.	Azul Conduct of Business	141
Section 4.32.	Collateral Ownership	141
Section 4.33.	Application of Unapplied Net Proceeds	141
Section 4.34.	[Reserved].	141
Section 4.35.	Offer to Repurchase Upon Parent Change of Control Event	142
Section 4.36.	Maintenance of Office or Agency	144
Section 4.37.	Ranking.	145
Section 4.38.	Non-Compete	145
Section 4.39.	Listing	145

-ii-

ARTICLE 5<br><br>SUCCESSORS
Section 5.01.	Merger, Consolidation and Sale of Assets	146
Section 5.02.	Successor Corporation Substituted	147
ARTICLE 6<br><br>DEFAULTS AND REMEDIES
Section 6.01	[Reserved]	147
Section 6.02	Events of Default	147
Section 6.03	Remedies Exercisable by the Trustee	152
Section 6.04	Waiver of Past Defaults	153
Section 6.05	Control by Majority	153
Section 6.06	Limitation on Suits	153
Section 6.07	Rights of Holders of Notes to Receive Payment	154
Section 6.08	Collection Suit by Trustee	154
Section 6.09	Restoration of Rights and Remedies	155
Section 6.10	Rights and Remedies Cumulative	155
Section 6.11	Delay or Omission Not Waiver	155
Section 6.12	Trustee May File Proofs of Claim	155
Section 6.13	Undertaking for Costs	156
ARTICLE 7<br><br>TRUSTEE AND COLLATERAL AGENTS
Section 7.01	Duties of Trustee	156
Section 7.02	Rights of Trustee and Collateral Agents	157
Section 7.03	Individual Rights of Trustee	163
Section 7.04	Trustee’s Disclaimer	163
Section 7.05	Notice of Defaults	163
Section 7.06	[Reserved.]	163
Section 7.07	Compensation and Indemnity	163
Section 7.08	Replacement of Trustee	164
Section 7.09	Successor Trustee by Merger, Etc	165
Section 7.10	Eligibility; Disqualification	165
ARTICLE 8<br><br>LEGAL DEFEASANCE AND COVENANT DEFEASANCE
Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance	166
Section 8.02	Legal Defeasance and Discharge	166
Section 8.03	Covenant Defeasance	167
Section 8.04	Conditions to Legal or Covenant Defeasance	167
Section 8.05	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	169
Section 8.06	Repayment to Issuer	169
Section 8.07	Reinstatement	170
Section 8.08	Application of Trust Money	170

-iii-

ARTICLE 9<br><br>AMENDMENT, SUPPLEMENT AND WAIVER
Section 9.01	Without Consent of Holders of Notes	170
Section 9.02	With Consent of Holders of Notes	173
Section 9.03	[Reserved]	175
Section 9.04	Revocation and Effect of Consents	175
Section 9.05	Notation on or Exchange of Notes	175
Section 9.06	Trustee to Sign Amendments, Etc.	176
ARTICLE 10<br><br>GUARANTEES
Section 10.01	Guarantee	176
Section 10.02	Limitation on Guarantor Liability	178
Section 10.03	Execution and Delivery	179
Section 10.04	Benefits Acknowledged	179
Section 10.05	Release of Note Guarantees	179
Section 10.06	Alternative Place of Payment	180
ARTICLE 11<br><br>SATISFACTION AND DISCHARGE
Section 11.01	Satisfaction and Discharge	180
Section 11.02	Application of Trust Money	181
ARTICLE 12<br><br>MISCELLANEOUS
Section 12.01	[Reserved]	182
Section 12.02	Notices	182
Section 12.03	[Reserved]	184
Section 12.04	Certificate and Opinion as to Conditions Precedent	184
Section 12.05	Statements Required in Certificate or Opinion	184
Section 12.06	Rules by Trustee and Agents	185
Section 12.07	No Personal Liability of Directors, Officers, Employees and Stockholders	185
Section 12.08	Governing Law	185
Section 12.09	Waiver of Jury Trial	185
Section 12.10	No Adverse Interpretation of Other Agreements	186
Section 12.11	Successors	186
Section 12.12	Severability	186
Section 12.13	Counterpart Originals	186
Section 12.14	Table of Contents, Headings, Etc.	186
Section 12.15	U.S.A. PATRIOT Act	187
Section 12.16	Jurisdiction	187
Section 12.17	Legal Holidays	188
Section 12.18	Currency Indemnity	188
Section 12.19	Waiver of Immunity	189

-iv-

ARTICLE 13<br><br>COLLATERAL
Section 13.01	Collateral Documents and Azul Cargo Collateral Documents	189
Section 13.02	Non-Impairment of Liens	192
Section 13.03	Release of Collateral	192
Section 13.04	Release upon Termination of the Issuer’s Obligations	193
Section 13.05	Suits to Protect the Collateral	194
Section 13.06	Authorization of Receipt of Funds by the Trustee Under the Collateral Documents or Azul Cargo Collateral Documents	194
Section 13.07	Lien Sharing and Priority Confirmation	194
Section 13.08	Limited Recourse; Non-Petition	195
Section 13.09	Possession of Collateral	196
Section 13.10	Further Assurances	196
Section 13.11	Additional Collateral	198
Section 13.12	Additional Collateral in Connection with a Permitted Acquisition Loyalty Program or a Permitted Acquisition Travel Package Business	198
Section 13.13	Azul Cargo Intercreditor Agreement	200		EXHIBITS
---	---	---	---
Exhibit A	Form of Note		A-1
Exhibit B	Form of Certificate of Transfer		B-1
Exhibit C	Form of Certificate of Exchange		C-1
Exhibit D	Form of Intercreditor Agreement		D-1
Exhibit E	Form of Azul Cargo Intercreditor Agreement		E-1
SCHEDULES
Schedule 1.01(a)		Contribution Agreements	1

-v-

INDENTURE, dated as of July 14, 2023 among Azul Secured Finance LLP, a limited liability partnership formed under the laws of the State of Delaware (the “Issuer”), Azul S.A., a Brazilian corporation (sociedade por ações) (“Azul”), as the parent guarantor (the “Parent Guarantor”), Azul Linhas Aéreas Brasileiras S.A., a Brazilian corporation (sociedade por ações) (“Azul Linhas”), IntelAzul S.A., a Brazilian corporation (sociedade por ações) (“IntelAzul”), ATS Viagens e Turismo Ltda. a Brazilian limited liability company (sociedade limitada) (“Azul Viagens”), Azul IP Cayman Holdco Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands, with its registered office at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands and registration number 400853 (“IP HoldCo”), Azul IP Cayman Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands, with its registered office at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands and registration number 400854 (“IP Co”, together with IP HoldCo, the “IP Parties” and the IP Parties together with the Parent Guarantor, Azul Linhas, IntelAzul and Azul Viagens, the “Guarantors”), UMB Bank, N.A., a national banking association, as Trustee and U.S. Collateral Agent, Registrar, Paying Agent and Transfer Agent, and TMF Brasil Administração e Gestão de Ativos Ltda., as Brazilian collateral agent (the “Brazilian Collateral Agent” and, together with the U.S. Collateral Agent, the “Collateral Agents”)

WITNESSETH

WHEREAS, the Issuer has duly authorized the execution and delivery of this Indenture;

WHEREAS, the obligations of the Issuer with respect to the due and punctual payment of interest, additional amounts, if any, principal and premium, if any, on the Notes (if any) and the performance and observation of each covenant and agreement under this Indenture on the part of the Issuer to be performed or observed will be unconditionally and irrevocably guaranteed by the Guarantors;

WHEREAS, all things necessary (i) to make the Notes, when executed and duly issued by the Issuer and authenticated and delivered hereunder and under a Notes Supplemental Indenture, the valid obligations of the Issuer and (ii) to make this Indenture a valid agreement of the Issuer, have been done; and

WHEREAS, each of the Guarantors party hereto have duly authorized the execution and delivery of this Indenture as guarantors of the Notes, and all things necessary (i) to make the Note Guarantee, when the Notes are executed and duly issued by the Issuer and authenticated and delivered pursuant hereunder and under a Notes Supplemental Indenture, the valid obligations of such Guarantors and (ii) to make this Indenture a valid agreement of such Guarantors, in accordance with its terms, have been done.

NOW, THEREFORE, the Issuer, the Guarantors, the Trustee and the Collateral Agents agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes.

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01. Definitions.

Unless otherwise provided by a Notes Supplemental Indenture for a particular Series of Notes, the terms set forth in this Article 1 shall have the meanings assigned to them in this Article 1.

“144A Global Note” means one or more Global Notes substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Notes Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

“2029 Notes” means the 11.500% Senior Secured Second Out Notes due 2029 issued by the Issuer pursuant to this Indenture and a first Notes Supplemental Indenture dated on or about the date of this Indenture.

“2030 Notes” means the 10.875% Senior Secured Second Out Notes due 2030 issued by the Issuer pursuant to this Indenture and a second Notes Supplemental Indenture dated on or about the date of this Indenture.

“Account Bank” means each of the financial institutions set forth in the definitions of TudoAzul Receivables Deposit Account, Azul Viagens Receivables Deposit Account and Azul Cargo Receivables Deposit Account, and any financial institution appointed to such role pursuant to any Collateral Document or Azul Cargo Collateral Document.

“Account Control Agreements” means (a) any multi-party security and control agreement entered into by any Grantor, a financial institution which maintains one or more deposit accounts or securities accounts and the Trustee or the U.S. Collateral Agent, as applicable, that have been pledged to a Collateral Agent, as applicable, as Collateral under the Collateral Documents or any other Notes Document, in each case giving the Trustee or a Collateral Agent, as applicable, “control” (as defined in Section 9-104 of the UCC) over the applicable account in form and substance reasonably satisfactory to the U.S. Collateral Agent and (b) any corresponding agreement under Brazilian law in favor of the Applicable Collateral Representatives (including in respect of the Azul Cargo Receivables Deposit Account).

“Additional Collateral” means assets that are substantially similar to any of the types of assets or property that comprise any part of the Shared Collateral on the Closing Date, including assets that are required, pursuant to the terms of this Indenture, to become part of the Shared Collateral and assets that the Issuer elects to be added as Shared Collateral; provided that such assets are commonly appraised by Approved Appraisal Firms and the Liens on such assets in favor of the relevant Collateral Agent are perfected on the same basis and to substantially the same extent as the Shared Collateral on the Closing Date is required to be perfected.

“Additional First Priority Secured Debt” means any Indebtedness incurred or issued after the Closing Date that is permitted to be issued or incurred, and to have the status of First Priority Secured Debt (i) pursuant to the Intercreditor Agreement, and (ii) pursuant to the terms of each other Series of Secured Debt (including the Notes) and which constitutes, has rights in respect of the Shared Collateral as, First Priority Secured Debt, pursuant to and in accordance with the Intercreditor Agreement (including Section 8.07 thereof). Notwithstanding any other provision of the Transaction Documents, Additional First Priority Secured Debt can be denominated in, and be payable in, any currency.

“Additional Notes” means additional Notes of a Series (other than the initial Notes of that Series) issued under this Indenture in accordance with Section 2.03 and Section 4.10 hereof, as part of the same Series as then existing Notes of that Series. Notwithstanding the foregoing, no Additional Notes shall be permitted to be issued in respect of the 2029 Notes and 2030 Notes.

“AerCap Deferral Agreement” means that certain global partial deferral agreement, dated April 4, 2023, entered into between Azul Linhas, the Relevant Lessors and the Parent Guarantor, as may be amended and/or amended and restated from time to time.

“AerCap Forbearance Agreement” means that certain forbearance agreement, dated April 4, 2023, entered into between Azul Linhas, as lessee, and certain lessors of aircraft referred to therein, as lessors (the “Relevant Lessors”), as may be amended and/or amended and restated from time to time.

“AerCap Secured Obligations” means the outstanding amount of the specified payment obligations arising under 57 relevant aircraft leases (the “Relevant Leases”) that are required to be secured by the Shared Collateral pursuant to the terms of (i) the AerCap Forbearance Agreement, and/or the AerCap Deferral Agreement, in each case, as amended and/or amended and restated as in effect as of the Closing Date, and (ii) any agreements which are stated to supersede any of the agreements referred to in paragraph (i) with respect to the payment obligations referred to in such agreements referred to in paragraph (i); provided that the maximum amount of the AerCap Secured Obligations shall be limited to US$105.0 million that are entitled to be recovered from the proceeds of the Collateral pursuant to, and in accordance with, this Agreement; provided further that each payment of an AerCap Secured Obligation under or in respect of the Relevant Leases after the Closing Date shall permanently reduce such amount (such amount as so reduced from time to time, the “AerCap Secured Obligations Cap”).

“Affiliate” means, as to any Person, any other Person which directly or indirectly is in control of, or is controlled by, or is under common control with, such Person. For purposes of this definition, a Person shall be deemed to be “controlled by” another Person, if such controlling person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise; provided that Walkers Fiduciary Limited shall not be an Affiliate of the Issuer or the IP Parties.

“Agent” means each of the Trustee, the Collateral Agents and the Notes Depositary.

“Aircraft Financing” means (i) any indebtedness, guarantee, finance lease, operating lease, sale and lease back or other financing arrangements (including any bonds, debentures, notes or similar instruments) in respect of or secured by engines, spare parts, aircraft, airframes or appliances, parts, components, instruments, appurtenances, furnishings or other equipment installed on such engines, spare parts, aircraft, airframes or any other related assets, (ii) any financing arrangements assumed or incurred in connection with the acquisition, construction (including any pre-delivery payments in connection with such acquisition or construction), modifications or improvement of any engines, spare parts, aircraft, airframes or appliances, parts, components, instruments, appurtenances, furnishings or other equipment installed on such engines, spare parts, aircraft, airframes or any other related assets, and (iii) extensions, renewals and replacements of such financing arrangements under clauses (i) and (ii); provided that, in each case under clauses (i), (ii) or (iii), such financing arrangement, if secured, is secured on a usual and customary basis (which may include the collateralization thereof with cash, Cash Equivalents or letters of credit) as determined by the Parent Guarantor or any of its Subsidiaries in good faith for such financing arrangement or Indebtedness in respect of engines, spare parts, aircraft, airframes or appliances, parts, components, instruments, appurtenances, furnishings, other equipment installed on such engines, spare parts, aircraft, airframes or any other related assets.

“Airline Intellectual Property” means the intellectual property of the Parent Guarantor and its Subsidiaries, as described in the relevant Initial Appraisal.

“Airport Authority” means any city or any public or private board or other body or organization chartered or otherwise established for the purpose of administering, operating or managing airports or related facilities which, in each case, is an owner, administrator, operator or manager of one or more airports or related facilities.

“Allocable Share” means, subject in all respects to the Intercreditor Agreement as to priority with respect to the Shared Collateral, with respect to a Series of Notes, on any date of determination, the proportion equal to (a) the aggregate outstanding principal amount of such Series of Notes as of such date of determination divided by (b) the aggregate outstanding principal amount of all Series of Notes as of such date of determination. For the avoidance of doubt, at any time that a Series of Notes is the only Series of Notes outstanding, the Allocable Share of such Series of Notes shall be 100%.

“Allocation Date” means, with respect to any Distribution Date, the Business Day that is five Business Days prior to such Distribution Date.

“Allocation Date Statement” means a statement delivered to the Brazilian Collateral Agent by the Parent Guarantor indicating the Required Payments for the next Distribution Date.

“Anticipation” means anticipating (antecipação), factoring, discounting or otherwise accelerating or bringing forward the scheduled payment of any receivables (including doing so through discounting or the payment of finance costs in connection therewith).

“Applicable Collateral Representative” has the meaning given to such term in the Intercreditor Agreement.

“Applicable Procedures” means, with respect to any selection of Notes, transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Notes Depositary, Euroclear and/or Clearstream that apply to such selection, transfer or exchange.

“Appraisal” means one or more appraisal reports in respect of one or more appraisals of the TudoAzul Program, the Azul Viagens Business, the Airline Intellectual Property and any Additional Collateral by an Approved Appraisal Firm (and not, for the avoidance of doubt, including the Azul Cargo Business), which appraisals are prepared using a methodology and form of presentation consistent in all material respects with the methodology and form of presentation of the appraisals included in the Offering Memorandum (or with such deviations, including as to the discount rate, terminal growth rate, discount for lack of marketability and royalty rate charge, as are consistent with market practice for businesses or assets of such type in a manner as determined by the Parent Guarantor in good faith). For the avoidance of doubt, the Appraisals are intended to be a measure of the value of the TudoAzul Program, the Azul Viagens Business, the Airline Intellectual Property and any Additional Collateral and do not reflect the value of the assets and property that comprise the Shared Collateral.

“Approved Appraisal Firm” means each of (i) Morten Beyer & Agnew Aviation, BK Associates, BDO, Duff & Phelps, LLC, and in each case any successor of the valuation business of such firms and (ii) any other nationally recognized or internationally recognized independent appraiser that would be reasonably regarded as a peer firm of any of the Persons referred to in (i).

“Assigned Azul Viagens Agreements” means, on any date, each Azul Viagens Agreement the receivables under which are subject to the Azul Viagens Fiduciary Assignment.

“Assigned Azul Viagens Receivables” means (i) receivables arising under the Assigned Azul Viagens Agreements and (ii) the Designated Azul Viagens Credit Card and Debit Card Receivables.

“Assigned TudoAzul Agreements” means, on any date, each TudoAzul Agreement the receivables under which are subject to the TudoAzul Fiduciary Assignment.

“Assigned TudoAzul Receivables” means (i) receivables arising under the Assigned TudoAzul Agreements and (ii) the Designated TudoAzul Credit Card and Debit Card Receivables.

“Available Funds” means the funds available in the USD Payment Account and the USD Collateral Account.

“Azul Cargo Business” means the business of providing cargo transportation services (whether on dedicated freighter flights or utilizing the cargo hold capacity of passenger flights) which is operated, owned or controlled, directly or indirectly, by the Parent Guarantor or any of its Subsidiaries, or principally associated with the Parent Guarantor or any of its Subsidiaries, in each case, as in effect from time to time, whether under the “Azul Cargo” name or otherwise, in each case including any similar or successor business. For the avoidance of doubt, the Azul Cargo Business does not include the transportation of passenger baggage or excess baggage as part of the transportation of airline passengers.

“Azul Cargo Collateral” means, in each case in favor of the Trustee and any other Indebtedness secured thereby: (a) a Fiduciary Assignment in respect of all of the Designated Azul Cargo Credit Card and Debit Card Receivables and the Azul Cargo Receivables Deposit Account and (b) a Fiduciary Transfer in respect of the Azul Cargo Intellectual Property.

“Azul Cargo Collateral Documents” means, collectively, (i) the Brazilian law governed Azul Cargo Fiduciary Assignment in respect of the Designated Azul Cargo Credit Card and Debit Card Receivables, and the Azul Cargo Receivables Deposit Account, (ii) the Brazilian law governed control agreement over the Azul Cargo Receivables Deposit Account (iii) the Brazilian law governed Azul Cargo Intellectual Property Fiduciary Transfer in respect of the Azul Cargo Intellectual Property; (iv) the Azul Cargo Intercreditor Agreement; and (v) any other agreements, instruments or documents that create or purport to create a Lien in the Azul Cargo Collateral in favor of the Trustee, a Collateral Agent, any other collateral agent or representative for the benefit of the Azul Cargo Priority Secured Debt and the Notes Secured Parties, in each case, as may be amended and restated from time to time, and so long as such agreement, instrument or document shall not have been terminated in accordance with its terms.

“Azul Cargo Collateral Sharing Trigger Date” means the first date on which any Permitted Azul Cargo Financing Liens over any Azul Cargo Collateral are granted to secure any Azul Cargo Priority Secured Debt.

“Azul Cargo Domain Names” means all domain names registered in Brazil that, in each case, are owned by the Parent Guarantor or any of its Subsidiaries on the Closing Date and, in each case, include each of the words “Azul” and “Cargo,” including the “azulcargo.com.br” and “azulcargoexpress.com.br” domain names, together with certain other domain names registered in Brazil exclusively used by the Azul Cargo Business and set forth in the Azul Cargo Intellectual Property Fiduciary Transfer, which includes a complete list of the Azul Cargo Domain Names.

“Azul Cargo Fiduciary Assignment” means a Fiduciary Assignment in respect of (i) the Designated Azul Cargo Credit Card and Debit Card Receivables, and (ii) the Azul Cargo Receivables Deposit Account, governed by Brazilian law.

“Azul Cargo Intellectual Property” means the Azul Cargo Trademarks and the Azul Cargo Domain Names. For the avoidance of doubt, the Azul Cargo Intellectual Property excludes the Contributed Intellectual Property.

“Azul Cargo Intellectual Property Fiduciary Transfer” means the Fiduciary Transfer in respect of the Azul Cargo Intellectual Property.

“Azul Cargo Intercreditor Agreement” means the intercreditor, collateral sharing and accounts agreement to be executed as contemplated by Section 13.13 among (i) the Issuer, (ii) the First Priority Debt Issuer named therein, (iii) the Parent Guarantor, (iv) the other obligors party thereto, (v) the Brazilian Collateral Agent, (vi) the U.S. Collateral Agent, (vii) the First Priority Debt Representative named therein, (viii) the Trustee, and (ix) each additional Representative (as defined therein) that from time to time becomes party thereto, substantially in the form of Exhibit E hereto.

“Azul Cargo Priority Secured Debt” means any Indebtedness (other than Indebtedness under the Notes and the Note Guarantees) of the Parent Guarantor or any of its Subsidiaries that is secured by Permitted Azul Cargo Financing Liens on all or any part of the Azul Cargo Collateral.

“Azul Cargo Priority Secured Debt Documents” means each financing agreement evidencing Azul Cargo Priority Secured Debt and the related financing documents executed in connection therewith.

“Azul Cargo Receivables Deposit Account” means the relevant account described in the Azul Cargo Fiduciary Assignment in the name of Azul Linhas in Brazilian reais maintained in Brazil and subject to the Azul Cargo Fiduciary Assignment and an Account Control Agreement (under the sole dominion and control of the Account Bank under the direction of the Brazilian Collateral Agent).

“Azul Cargo Trademarks” means all trademarks registered in Brazil that, in each case, are owned by the Parent Guarantor or any of its Subsidiaries on the Closing Date and, in each case, include each of the words “Azul” and “Cargo,” together with certain other trademarks registered in Brazil exclusively used by the Azul Cargo Business and set forth in the Azul Cargo Intellectual Property Fiduciary Transfer, which includes a complete list of the Azul Cargo Trademarks.

“Azul Linhas Freeflow Account” means an unrestricted account of Azul Linhas maintained in Brazil.

“Azul Mobile App IP” means any and all Intellectual Property, including copyrights and Trade Secrets, owned, or later developed or acquired and owned, by the Parent Guarantor or any of its Subsidiaries and embodied in (a) the Azul mobile application, (b) any other mobile application associated with the Azul airline business, the TudoAzul Program or the Azul Viagens Business, or (c) any successor, legacy or companion mobile application with respect to any of the foregoing, including, in each case of (a)-(c), the software and source code thereof.

“Azul Proprietary Technology” means any and all Intellectual Property, including copyrights and Trade Secrets, owned, or later developed or acquired and owned, by the Parent Guarantor or any of its Subsidiaries and embodied in the Parent Guarantor’s proprietary yield management system or proprietary pricing system (each as described in the Parent Guarantor’s annual report on Form 20-F for the year ended December 31, 2022, dated April 19, 2023 and filed with the SEC on April 20, 2023).

“Azul Traveler Data” means (i) data generated, produced or acquired as a result of the issuance, modification or cancellation of customer tickets from the Parent Guarantor or any of its Subsidiaries or for flights on any airline operated by the Parent Guarantor or any of its Subsidiaries, including data in or derived from “passenger name records” (including name and contact information) associated with flights, (ii) payment-related information (other than payment-related information relating solely to the TudoAzul Program (such as the purchase of Points)), and (iii) data that relates to a customer’s flight-related experience, but excluding in the case of clause (i) information that would not be generated, produced or acquired in the absence of the TudoAzul Program (including Clube TudoAzul) or any other Loyalty Program; provided that, for the avoidance of doubt, customer name, contact information (including name, mailing address, email address, and phone numbers), passport information, government identification document information, Tax or other personal identification numbers, customer login to the Azul.com.br website or any successor website and any Azul mobile applications and communication consent preferences (as described in clause (ii) of the definition of “Member Profile Data”) are included in both TudoAzul Customer Data and the Azul Traveler Data; provided that the foregoing communication consent preferences are not specific to the TudoAzul Program (it being understood that if such communication consent preferences are specific to the TudoAzul Program they shall exclusively be TudoAzul Customer Data).

“Azul Viagens Agreements” means any currently existing or future co-branding, partnering or other receivables-generating agreements with third parties entered into by the Parent Guarantor or any of its Subsidiaries in connection with the Azul Viagens Business, including any amendment thereof and any other agreement entered into with the same party in substitution for, or supplementary to, the existing agreements, and all related ancillary documents, emails and agreements.

“Azul Viagens Business” means any Travel Package Business which is operated, owned or controlled, directly or indirectly, by the Parent Guarantor or any of its Subsidiaries, or principally associated with the Parent Guarantor or any of its Subsidiaries, in each case, as in effect from time to time, whether under the “Azul Viagens” name or otherwise, in each case including any similar or successor travel or vacation business, but excluding any Permitted Acquisition Travel Package Business.

“Azul Viagens Domain Names” means (i) any and all domain names and social media accounts throughout the world that, in each case, are owned, or later developed or acquired and owned, by the Parent Guarantor or any of its Subsidiaries and, in each case, include the word “Viagens,” including the “azulviagens.com.br” domain name and (ii) any and all similar, legacy or successor domain names with respect to any of the foregoing.

“Azul Viagens Fiduciary Assignment” means the Fiduciary Assignment in respect of (i) the receivables under the Assigned Azul Viagens Agreements, (ii) the Designated Azul Viagens Credit Card and Debit Card Receivables, and (iii) the Azul Viagens Receivables Deposit Account, governed by Brazilian law.

“Azul Viagens Freeflow Account” means an unrestricted account of Azul Viagens maintained in Brazil.

“Azul Viagens Gross Billings” in any Quarterly Reporting Period means the total amount, calculated in Brazilian reais, of all amounts billed, invoiced or otherwise charged to customers or business partners by the Azul Viagens Business, in such Quarterly Reporting Period, minus any reversals in such amounts billed, invoiced or otherwise charged in respect of such Quarterly Reporting Period.

“Azul Viagens Receivables Deposit Account” means the relevant account described in the Azul Viagens Fiduciary Assignment in the name of Azul Viagens in Brazilian reais maintained in Brazil and subject to the Azul Viagens Fiduciary Assignment and an Account Control Agreement (under the sole dominion and control of the Account Bank under the direction of the Brazilian Collateral Agent).

“Azul Viagens Trademarks” means (i) any and all trademarks, service marks, brand names, designs, and logos throughout the world that, in each case, are owned, or later developed or acquired and owned, by the Parent Guarantor or any of its Subsidiaries and, in each case, include the word “Viagens” (including the combined wordmark “Azul Viagens”), and (ii) any and all successor or legacy brands with respect to any of the foregoing.

“Bankruptcy Code” means the Bankruptcy Reform Act of 1978, as heretofore and hereafter amended, and codified as 11 U.S.C. Section 101 et seq.

“Bankruptcy Event of Default” means any Event of Default described in clause (v) or (vi) of the definition thereof.

“Bankruptcy Law” means the Bankruptcy Code or any similar federal, state or foreign law relating to reorganization, arrangement, adjustment, winding-up, liquidation (including provisional liquidation), restructuring, dissolution, composition or other debtor relief, including, without limitation, Part V of the Companies Act (as revised) of the Cayman Islands and the Companies Winding Up Rules (as revised) of the Cayman Islands, each as revised or amended from time to time, the Brazilian Bankruptcy Law (including, without limitation, the rules that relate to any judicial reorganization, restructuring, liquidation (including provisional liquidation) extrajudicial reorganization, bankruptcy liquidation or ancillary injunctive relief requests), as revised or amended from time to time, and any bankruptcy, insolvency, winding up, reorganization or similar law enacted under the laws of the Cayman Islands, Brazil or any other applicable jurisdiction.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

“Blocked Account” means, individually or collectively as the context may require, the USD Blocked Account or the BRL Blocked Account.

“Board of Directors” means:

(1)    with respect to a corporation or an exempted company, the board of directors of the corporation or exempted company, as applicable, or any committee thereof duly authorized to act on behalf of such board;

(2)    with respect to a partnership, the board of directors of the general or managing partner of the partnership, or a shareholders of the general or managing partner of the partnership, or in each case, any committee thereof;

(3)    with respect to a limited liability company, the managing member or members, manager or managers or any controlling committee of managing members or managers thereof; and

(4)    with respect to any other Person, the board or committee of such Person serving a similar function.

“Brazilian Bankruptcy Law” means Law No. 11,101, dated February 9, 2005, as amended, including by Law No. 14,112, dated December 24, 2020 (or any successor law).

“Brazilian Collateral Documents” means the Collateral Documents governed by Brazilian law, including each Fiduciary Assignment and each Account Control Agreement governed by Brazilian law.

“Brazilian Guarantors” means the Parent Guarantor, Azul Linhas, IntelAzul and Azul Viagens.

“BRL Blocked Account” means the account described in the relevant Fiduciary Assignment and the relevant Account Control Agreements in the name of Azul Linhas in Brazilian reais maintained in Brazil and subject to such Fiduciary Assignment and such Account Control Agreements (under the sole dominion and control of the Account Banks under the direction of the Brazilian Collateral Agent and with permission to hold balances through investments in Cash Equivalents).

“BRL Collateral Account” means the account described in the relevant Fiduciary Assignment and the relevant Account Control Agreement in the name of Azul Linhas in Brazilian reais maintained in Brazil and subject to such Fiduciary Assignment and such Account Control Agreement (under the sole dominion and control of the Account Bank under the direction of the Brazilian Collateral Agent) into which amounts from the Collection Accounts are to be transferred on each Post-Default Distribution Date when a Remedies Direction has been given and remains in effect.

“BRL Payment Account” means the account described in the relevant Fiduciary Assignment and the relevant Account Control Agreement in the name of the Parent Guarantor in Brazilian reais maintained in Brazil and subject to such Fiduciary Assignment and such Account Control Agreement (under the sole dominion and control of the Account Bank under the direction of the Brazilian Collateral Agent) into which amounts from the Collection Accounts are to be transferred in the Lockbox Structure when no Remedies Direction has been given and remains in effect.

“BRL Payment Waterfall” has the meaning given to such term in the Intercreditor Agreement.

“BRL Required Payments” means the amounts necessary to satisfy in full all obligations then due and payable under clauses (1) through (5) of the BRL Payment Waterfall.

“Business Day” means, unless otherwise provided by a Notes Supplemental Indenture for a particular Series, any day other than a Saturday, Sunday or other day on which commercial banks in (i) New York City, (ii) the City of São Paulo, and (iii) each other city in which the corporate trust office of the Trustee or the head office of any Collateral Agent is located (in each case, as set forth in the Intercreditor Agreement, as such locations may be updated pursuant to the Intercreditor Agreement) are required or authorized to remain closed.

“Capital Lease Obligations” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized and reflected as a liability on a balance sheet prepared in accordance with IFRS, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.

“Capital Stock” means, with respect to any Person, any and all shares, shares of stock, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated, whether voting or non-voting) such Person’s equity, including any preferred stock, but excluding any debt securities convertible into or exchangeable for such equity.

“Cash Control” means to instruct the applicable Account Bank that amounts in the Collection Accounts must be transferred to the BRL Collateral Account and held as Shared Collateral for the Secured Obligations until such time as the Controlling Creditors (under clause (a) or (b) of the definition thereof) shall provide other instructions in accordance with the Intercreditor Agreement.

“Cash Equivalents” means (x) in the case of U.S. dollars and accounts located in the United States, any or all of the following:

(1)    direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States), in each case maturing within one year from the date of acquisition thereof;

(2)    direct obligations of state and local government entities, in each case maturing within one year from the date of acquisition thereof, which have a rating of at least A- (or the equivalent thereof) from S&P, A3 (or the equivalent thereof) from Moody’s or A- (or the equivalent thereof) from Fitch;

(3)    obligations of domestic or foreign companies and their subsidiaries (including, without limitation, agencies, sponsored enterprises or instrumentalities chartered by an Act of Congress, which are not backed by the full faith and credit of the United States), including, without limitation, bills, notes, bonds, debentures, and mortgage-backed securities, in each case maturing within one year from the date of acquisition thereof;

(4)    commercial paper maturing within 365 days from the date of acquisition thereof and having, at such date of acquisition, a rating of at least A-2 (or the equivalent thereof) from S&P, P-2 (or the equivalent thereof) from Moody’s or F2 (or the equivalent thereof) from Fitch;

(5)    certificates of deposit (including Investments made through an intermediary, such as the certificated deposit account registry service), banker’s acceptances, time deposits, eurodollar time deposits and overnight bank deposits maturing within one year from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any other commercial bank of recognized standing organized under the laws of the United States or any State thereof that has a combined capital and surplus and undivided profits of not less than US$250.0 million;

(6)    fully collateralized repurchase agreements with a term of not more than six months for underlying securities that would otherwise be eligible for investment;

(7)    money in an investment company registered under the Investment Company Act of 1940, as amended, or in pooled accounts or funds offered through mutual funds, investment advisors, banks and brokerage houses which invest its assets in obligations of the type described in clauses (1) through (6) above. This could include, but not be limited to, money market funds or short-term and intermediate bonds funds;

(8)    money market funds that (A) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended, (B) are rated AAA (or the equivalent thereof) by S&P, Aaa (or the equivalent thereof) by Moody’s or AAA (or the equivalent thereof) from Fitch and (C) have portfolio assets of at least US$5.0 billion;

(9)    deposits available for withdrawal on demand with commercial banks organized in the United States having capital and surplus in excess of US$100.0 million;

(10)    securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A- by S&P, A3 by Moody’s or A- (or the equivalent thereof) from Fitch; and

(11)    any other securities or pools of securities that are classified under IFRS as cash equivalents or short-term investments on a balance sheet;

and

(y) in the case of Brazilian real, and accounts located in Brazil,

means:

(1)    Brazilian real, U.S. dollars, or money in other currencies received in the ordinary course of business that are readily convertible into U.S. dollars;

(2)    securities issued or directly and fully guaranteed or insured by the United States or the Brazil governments or any agency or instrumentality of the United States or Brazil governments (provided that the full faith and credit of the United States or Brazil, as the case may be, is pledged in support of those securities) either having maturities of not more than 12 months from the date of acquisition;

(3)    (i) demand deposits, (ii) time deposits and certificates of deposit with maturities of one year or less from the date of acquisition, (iii) bankers’ acceptances with maturities not exceeding one year from the date of acquisition, and (iv) overnight bank deposits, in each case with any bank or trust company organized or licensed under the laws of the Republic of Brazil or any political subdivision thereof or the United States or any state thereof having capital, surplus and undivided profits in excess of US$500.0 million whose long-term debt is rated “A-2” or higher by Fitch or S&P or “P-2” or higher by Moody’s (or such similar equivalent rating) by at least one nationally recognized statistical rating organization (as defined under Rule 436 of the Securities Act);

(4)    repurchase obligations with a term of not more than seven days for underlying securities of the type described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5)    commercial paper rated A-1 or higher by Fitch or S&P or P-1 or higher by Moody’s (or such similar equivalent rating) and maturing no later than one year after the date of acquisition; and

(6)    money market funds at least 95% of the assets of which consist of investments of the type described in clauses (1) through (5) above.

“Cayman Equitable Share Mortgages” means the Cayman Islands law governed equitable share mortgages over (i) shares in IP Co, dated the Closing Date between IP HoldCo and the U.S. Collateral Agent and (ii) shares in IP HoldCo, dated the Closing Date, between each of (a) Azul Linhas, (b) IntelAzul, (c) Azul Viagens and (d) the Parent Guarantor, and the U.S. Collateral Agent, each for the benefit of the Secured Parties.

“Change of Control” means the occurrence of either a “Specified Obligor Change of Control” or a “Parent Change of Control,” as applicable.

“Chapter 11 Case Milestones” means that, during any time that any Obligor (each a “Chapter 11 Debtor”) is subject to a proceeding under chapter 11 of the Bankruptcy Code (provided that, if Azul Linhas is not such Obligor, Azul Linhas is also subject to such a proceeding at such time):

(a)    the Obligors shall continue to perform its respective obligations under the Transaction Documents and there shall be no material interruption in the flow of funds under such Transaction Documents (including the use of the Collection Accounts to receive payments as contemplated by the Transaction Documents) in accordance with the terms thereunder (in each case other than any payment default in respect of principal under any of the Transaction Documents that has become due as a result of a Bankruptcy Automatic Acceleration); provided, that (i) the performance by the Obligors under this clause (a) shall in all respects be subject to any applicable materiality qualifiers, cure rights and/or grace periods provided for under the respective Transaction Documents, and (ii) the Obligors shall have 45 days from the Petition Date to cure any failure to perform that requires court authorization to perform;

(b)    the Chapter 11 Debtors shall file with the applicable U.S. bankruptcy court (the “Bankruptcy Court”), within ten days of the date of petition in respect of such proceeding under chapter 11 of the Bankruptcy Code (the “Petition Date”), a customary and reasonable motion to assume all Transaction Documents to which such Chapter 11 Debtors are a party under section 365 of the Bankruptcy Code (the “Assumption Motion”), and shall thereafter pursue (including by contesting any objections to) the approval of the Assumption Motion;

(c)    the Bankruptcy Court shall have entered a customary and reasonable final order (the “Assumption Order”) granting the Assumption Motion, within 60 days after the Petition Date, and such Assumption Order shall not be amended, stayed, vacated, or reversed;

(d)    the parties agree and acknowledge that the Assumption Motion and Assumption Order shall be customary and reasonable and the Assumption Order shall provide, among other things, that: (i) the Chapter 11 Debtors are authorized to assume and perform all obligations under the applicable Transaction Documents and implement actions contemplated thereby and, pursuant to the Assumption Order, will assume such Transaction Documents pursuant to section 365 of the Bankruptcy Code; (ii) such Transaction Documents are binding and enforceable against the parties thereto in accordance with their terms, without exception or amendment; (iii) any amounts payable under such Transaction Documents are actual and necessary costs and expenses of preserving the Chapter 11 Debtors’ estates and shall be entitled to priority as an allowed administrative expenses of the Chapter 11 Debtors pursuant to sections 503(b) and 507(a)(2) of the Bankruptcy Code; (iv) the Chapter 11 Debtors must cure any defaults under such Transaction Documents as a condition to assumption; and (v) the Chapter 11 Debtors are authorized to take any action necessary to implement the terms of the Assumption Order;

(e)    each of the Chapter 11 Debtors and each other Obligor (i) shall not take any action to materially interfere with the assumption of the applicable Transaction Documents, or support any other Person to take any such action; and (ii) shall take all steps commercially reasonably necessary, to contest any action that would materially interfere with the assumption of such Transaction Documents, including, without limitation, litigating any objections and/ or appeals;

(f)    each of the Chapter 11 Debtors and each other Obligor (i) shall not file any motion seeking to avoid, reject, disallow, subordinate, or recharacterize any obligation under the applicable Transaction Documents or support any other person to take any such action and (ii) shall take all steps commercially reasonably necessary, to contest any action that would seek to avoid, reject, disallow, subordinate, or recharacterize any obligation under such Transaction Documents, including, without limitation, litigating any objections and/or appeals;

(g)    in the event there is an appeal of the Assumption Order, the Chapter 11 Debtors shall pursue a court order requiring any appellants to post a cash bond in an amount equal to US$50 million, to an account held solely for the sole benefit of the Secured Parties;

(h)    the proceeding under chapter 11 under the Bankruptcy Code shall not, and is not converted into, a case under chapter 7 of the Bankruptcy Code; and

(i)    each of any plan of reorganization filed or supported by any Chapter 11 Debtor shall either (i) expressly provide for assumption of the Transaction Documents to which such Chapter 11 Debtor is party and reinstatement or replacement of each of the related guarantees, subject to applicable cure periods or (ii) provide that the Notes are paid in full in cash on the effective date of the plan of reorganization.

For the avoidance of doubt, notwithstanding the foregoing, during the pendency of and following any stay or appeal of the Assumption Order, the Obligors must continue to perform all obligations under the Transaction Documents, including making any and all payments under the Transaction Documents in accordance with the terms thereof and as described above (in each case other than any payment default under any of the Transaction Documents as a result of a Bankruptcy Automatic Acceleration) and, in the event of any such payment default (subject to any applicable cure or grace periods under the applicable Transaction Documents and except as provided above), nothing shall limit any of the Holders’, the Trustee’s or any Collateral Agent’s rights and remedies including but not limited to any termination rights under the Transaction Documents.

“Clearstream” means Clearstream Banking S.A. and its successors.

“Closing Date” means the date of this Indenture.

“Closing Date Active Travel Agent Counterparties” means any travel agent to whom the Azul Viagens Business has billed, invoiced or otherwise charged more than a de minimis amount in the last twelve months prior to the Closing Date.

“Closing Date Assigned Azul Viagens Agreement” means the Azul Viagens Agreement entered into by Azul Linhas with Aymoré Crédito, Financiamento e Investimento S.A.

“Closing Date Assigned TudoAzul Agreements” means the TudoAzul Agreements entered into by Azul Linhas with (i) Caixa Econômica Federal, (ii) Banco Itaucard S.A. and IUPP S.A., (iii) Livelo S.A. and (iv) Banco Santander (Brasil) S.A. and Esfera Fidelidade S.A.

“Clube TudoAzul” means the subscription-based product of the Parent Guarantor or any of its Subsidiaries through which members pay a recurring amount per month in exchange for Points, access to promotions and other benefits which is operated, owned or controlled, directly or indirectly, by the Parent Guarantor or any of its Subsidiaries, as in effect from time to time, whether under the “Clube TudoAzul” name or otherwise, in each case including any similar or successor products, services or programs.

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time.

“Collateral” means the Shared Collateral and the Azul Cargo Collateral.

“Collateral Account” means, individually or collectively as the context may require, the USD Collateral Account and the BRL Collateral Account.

“Collateral Agent” means each of the U.S. Collateral Agent and the Brazilian Collateral Agent.

“Collateral Documents” means, collectively, (i) any Account Control Agreement, the Security Agreement, each Brazilian Collateral Document, the Cayman Equitable Share Mortgages, the Intercreditor Agreement and other agreements, instruments or documents that create or purport to create a Lien in the Shared Collateral in favor of a Collateral Agent for the benefit of the Secured Parties or the Trustee for the benefit of the Notes Secured Parties, in each case, as may be amended and restated from time to time, and so long as such agreement, instrument or document shall not have been terminated in accordance with its terms, and (ii) the IP Agreements in respect of (A) the rights of the U.S. Collateral Agent thereunder and (B) the rights of any IP Party thereunder after any exercise of remedies over the shares of such IP Party.

“Collateral Sale” means the Disposition of any Shared Collateral.

“Collection Account” means, individually or collectively as the context may require, (i) the TudoAzul Receivables Deposit Account, and (ii) the Azul Viagens Receivables Deposit Account.

“Competitor” means (i) any person operating a commercial passenger air carrier business, a Loyalty Program or a Travel Package Business, (ii) any other person that competes with the business of the Parent Guarantor or any of its respective Subsidiaries, and (iii) any affiliate of any person described in clause (i) or (ii) (other than any affiliate of such person under common control with such person, which affiliate is not actively involved in the management and/or operations of such person).

“Consolidated Net Income” means, for any period, the aggregate net income (or loss) of the Parent Guarantor and its Subsidiaries for such period determined on a consolidated basis in conformity with IFRS.

“Consolidated Total Assets” means, as of any date of determination, the total assets of the Parent Guarantor and its Subsidiaries as of such date determined on a consolidated basis in conformity with IFRS.

“Contingent Payment Event” means any indemnity, termination payment or liquidated damages under a TudoAzul Agreement or an Azul Viagens Agreement.

“Contribution Agreement” means each of the New York law governed agreements set forth on Schedule 1.01(a) and each other contribution agreement entered into after the date hereof pursuant to which (a) any Contributing Party contributes all of its respective right, title and interest in and to the Contributed Assets to IP HoldCo, and (b) IP HoldCo then contributes all of its right, title and interest in and to such Contributed Assets to IP Co.

“Contributed Assets” means (a) each Contributing Party’s and IP HoldCo’s respective rights to the Contributed Intellectual Property (other than the Specified IP (but only for so long as it constitutes Specified IP) and any “intent to use” trademark applications for which a statement of use has not been filed with and accepted by the United States Patent and Trademark Office (but only until such statement is filed and accepted)) and (b) all rights to establish, create, organize, initiate, participate, operate, assist, benefit from, promote or otherwise be involved in or associated with, in any capacity, (i) the TudoAzul Program (including Clube TudoAzul), or any other Loyalty Program (other than a Permitted Acquisition Loyalty Program), or (ii) the Azul Viagens Business, or any other Travel Package Business (other than a Permitted Acquisition Travel Package Business).

“Contributing Party” means the Parent Guarantor or any of its Subsidiaries (including Azul Linhas, IntelAzul and Azul Viagens), in each case, in its capacity as a party to any Contribution Agreement.

“Controlled Accounts” means the Collection Accounts, the Payment Accounts, the Blocked Accounts, and the Collateral Accounts.

“Controlling Creditors” has the meaning given to such term in the Intercreditor Agreement.

“Convertible Debentures” means the convertible debentures (ISIN:BRAZULDBP005) issued by the Parent Guarantor pursuant to the Convertible Debentures Indenture and guaranteed by the other Obligors pursuant to the Convertible Debentures Indenture and the Convertible Debentures New York Law Guarantee. For the avoidance of doubt, for the purposes of the definition of “Permitted First Priority Secured Debt,” all of the Indebtedness under the Convertible Debentures prior to the Closing Date shall be deemed to have been incurred prior to the Closing Date notwithstanding the amendments to the Convertible Debentures to be effected on or prior to the Closing Date.

“Convertible Debentures Indenture” means the Private Instrument of Indenture for the First Issuance of Debentures Convertible Into Preferred Shares Guaranteed by Collateral with Additional Guarantee of Azul S.A. (Instrumento Particular de Escritura de Emissão de Debêntures Conversíveis em Ações Preferenciais, da Espécie com Garantia Real, com Garantia Fidejussória Adicional, da Primeira Emissão de Azul S.A.) dated October 26, 2020 (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time (including as amended and restated as of the date of this Agreement pursuant to the second amendment (segundo aditamento) thereof)) pursuant to which the Convertible Debentures have been issued and are guaranteed by the Obligors pursuant to the laws of Brazil.

“Convertible Debentures New York Law Guarantee” means the guarantee agreement dated October 26, 2020 between the Parent Guarantor, Azul Linhas and Vórtx Distribuidora de Títulos e Valores Mobiliários Ltda., as a representative of the Convertible Debentures (the “Convertible Debentures Representative”) (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time (including the amended and restated guarantee agreement entered into as of the date of this Agreement between the Obligors, the Convertible Debentures Representative and the Brazilian Collateral Agent (in its capacity as collateral agent for the Convertible Debentures)) pursuant to which the obligations under the Convertible Debentures are guaranteed pursuant to a guarantee governed by the laws of the State of New York.

“Convertible Debentures Secured Parties” means the Convertible Debentures Representative, the Brazilian Collateral Agent (in its capacity as collateral agent for the Convertible Debentures) and the holders of the Convertible Debentures.

“Corporate Trust Office” shall be at the address of the Trustee or such other address as to which the Trustee may give notice to the Holders of the Notes and the Issuer.

“CRS” means the OECD Standard for Automatic Exchange of Financial Account Information—Common Reporting Standard.

“Currency” means miles, points and/or other units that are a medium of exchange constituting a convertible, virtual, and private currency that is tradable property and that can be sold or issued to Persons.

“Currency Conversion Rate” means the PTAX Rate on (a) for purposes of the Payment Waterfalls, each Allocation Date, and (b) for purposes of the Post-Default Waterfalls, the date that is two Business Days before the applicable Post-Default Distribution Date.

“CVM” means the Brazilian Securities Commission (Comissão de Valores Mobiliários).

“Data Protection Laws” means all laws, rules and regulations applicable to each Obligor or any of their respective Subsidiaries regarding privacy, data protection and data security, including with respect to the collection, storage, transmission, transfer (including cross-border transfers), processing, encryption, security, safeguarding, loss, disclosure and use of Personal Data (including Personal Data of employees, contractors, customers, loan applicants and third parties), Online Tracking Data, and email and mobile communications, including any approvals or notices required in connection therewith.

“Day Count Fraction” means the number of days elapsed in such period on a 30/360 basis.

“Debt Service Coverage Ratio” means, with respect to any determination date, the ratio obtained by dividing (i) the sum of (x) the aggregate amount of all amounts deposited to the Collection Accounts (including any Points Allocation Release Amount deposited into the TudoAzul Receivables Deposit Account) during the four most recently completed Quarterly Reporting Periods, provided that, with respect to amounts deposited into the Azul Viagens Receivables Deposit Account, such amounts shall be included net of the related cost of goods sold and commissions, minus any Voluntary Contributions, plus (y) cure amounts (if available under any Permitted First Priority Secured Debt) deposited to the Collection Accounts (including any Points Allocation Release Amount deposited into the TudoAzul Receivables Deposit Account) during such four most recently completed Quarterly Reporting Periods by (ii) all cash interest paid or required to be paid on Secured Debt (including the Notes) during the four most recently completed Quarterly Reporting Periods. The Debt Service Coverage Ratio shall be calculated by (A) converting the amounts deposited to the Collection Accounts (including any Points Allocation Release Amount deposited into the TudoAzul Receivables Deposit Account) in any Quarterly Reporting Period from Brazilian reais into U.S. dollars using the average PTAX Rate over such Quarterly Reporting Period (calculated by aggregating the PTAX Rates for each day such rate was published during the applicable Quarterly Reporting Period divided by the number of days in such Quarterly Reporting Period for which the PTAX Rate was published) and (B) the conversion of Secured Debt from Brazilian reais into U.S. dollars utilizing the PTAX Rate as of the last Business Day of the most recently completed Quarterly Reporting Period.

“Deeds of Undertaking” means (i) the deed of undertaking to be entered into on or about the Closing Date among IP Co, IP HoldCo, the U.S. Collateral Agent and Walkers Fiduciary Limited and (ii) the deed of undertaking to be entered into on or about the Closing Date among IP HoldCo, the Parent Guarantor, Azul Linhas, IntelAzul, Azul Viagens, the U.S. Collateral Agent and Walkers Fiduciary Limited.

“Default” means any event that, unless cured or waived, is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.08 hereof, substantially in the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Increases or Interests in the Global Note” attached thereto.

“Deposit Account” has the meaning given to such term in the UCC.

“Designated Default Event” has the meaning given to such term in the Intercreditor Agreement.

“Discharge of First Priority Secured Obligations” means the irrevocable payment in full in cash of the principal of and interest (including interest and other amounts accruing (or which would, absent the commencement of an insolvency proceeding, accrue) on or after the commencement of any insolvency proceeding, whether or not such interest would be allowed in such insolvency proceeding), premium, and all other amounts (including penalties) due and owing with respect to all indebtedness outstanding under the First Priority Secured Debt Documents (other than unasserted contingent indemnification obligations and unasserted expense reimbursement obligations) whether or not such amounts are disallowed vis-a-vis the Obligors and, for purposes of this definition, the AerCap Secured Obligations shall constitute principal up to the AerCap Secured Obligations Cap.

“Distribution Date” means any date on which interest, principal or premium is due and payable under one or more Series of Secured Debt.

“Disposition” means, with respect to any property, any sale, lease, sale and leaseback, conveyance, transfer, license, or other disposition thereof. The terms “Dispose” and “Disposed of” shall have correlative meanings.

“Disqualified Capital Stock” means that portion of any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than as a result of a change of control or asset sale), is convertible or exchangeable for Indebtedness or Disqualified Capital Stock, or is redeemable at the option of the holder of the Capital Stock, in whole or in part (other than as a result of a change of control or asset sale), on or prior to the date that is 91 days after the last date on which a Series of Notes matures. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Capital Stock solely because the holders of the Capital Stock have the right to require the Parent Guarantor or any of its Subsidiaries to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Capital Stock if the terms of such Capital Stock provide that the Parent Guarantor or any of its Subsidiaries may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 4.12.

“DTC” means The Depository Trust Company.

“Equity Collateral” means, collectively, (i) a pledge and security agreement in respect of the partnership interests owned by Azul Linhas in the Issuer, governed by Delaware law; (ii) the Cayman Equitable Share Mortgages governed by Cayman Islands law, (iii) the Fiduciary Transfer by the Parent Guarantor of 100% of the equity interests of IntelAzul, governed by Brazilian law, and (iv) the Fiduciary Transfer by the Parent Guarantor of 100% of the equity interests of Azul Viagens, governed by Brazilian law.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Euroclear” means Euroclear Bank SA/NV and its successors, as operator of the Euroclear System.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Exchange Rate” means, on any day, the rate at which the currency other than the Required Currency may be exchanged into the Required Currency at approximately 11:00 a.m., New York City time, on such date on the Bloomberg Key Cross Currency Rates Page for the relevant currency. To the extent that such rate does not appear on any Bloomberg Key Cross Currency Rate Page, the Exchange Rate shall be determined by Azul in good faith.

“Exchanged 2024 Notes” means the 5.875% Senior Notes due 2024 issued by the Exchanged Notes Issuer.

“Exchanged 2026 Notes” means the 7.250% Senior Notes due 2026 issued by the Exchanged Notes Issuer.

“Exchanged Notes Issuer” means Azul Investments LLP, a limited liability partnership formed under the laws of the State of Delaware.

“FATCA”: Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code, or any U.S. or non-U.S. fiscal or regulatory legislation, rules, practices or guidance notes adopted pursuant to any such intergovernmental agreement, including the US IGA.

“Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in good faith by the Board of Directors of the Parent Guarantor the relevant Subsidiary of the Parent Guarantor; provided that the Board of Directors of the Parent Guarantor or the relevant Subsidiary of the Parent Guarantor shall be permitted to consider the circumstances existing at such time (including, without limitation, economic or other conditions affecting the airline industry generally and any relevant legal compulsion, judicial proceeding or administrative order or the possibility thereof) in determining such Fair Market Value in connection with such transaction.

“Fiduciary Assignment” means a fiduciary assignment (cessão fiduciária) governed by Brazilian law.

“Fiduciary Transfer” means a fiduciary transfer (alienação fiduciária) governed by Brazilian law.

“First Priority Secured Debt” means each of (i) the AerCap Secured Obligations, (ii) the Convertible Debentures and (iii) each series of Additional First Priority Secured Debt.

“First Priority Secured Debt Documents” means each of (i) the Relevant Leases, as amended pursuant to the terms of the AerCap Deferral Agreement and any agreements which are stated to supersede the AerCap Deferral Agreement, (ii) the Convertible Debentures Indenture and the Convertible Debentures New York Law Guarantee, and (iii) each financing agreement evidencing Additional First Priority Secured Debt and the related financing documents executed in connection therewith governing the designation of Additional First Priority Secured Debt in accordance with the Intercreditor Agreement.

“First Priority Secured Debt Representative” means (a) in the case of the AerCap Secured Obligations, AerCap Administrative Services Limited, (b) in the case of the Convertible Debentures, and (c) in the case of any other First Priority Secured Debt, the trustee, agent or representative of the holders of such First Priority Secured Debt who maintains the transfer register for such Series of First Priority Secured Debt and (i) is appointed as a representative of the holders of such First Priority Secured Debt (for purposes related to the administration of the First Priority Secured Debt Documents) pursuant to the First Priority Secured Debt Documents, together with its successors in such capacity, and (ii) who has executed a joinder to the Intercreditor Agreement and such Indebtedness is governed by a credit agreement, note purchase agreement, indenture, debenture or other agreement that includes a confirmation of the sharing of Liens and priorities with the other First Priority Secured Debt.

“First Priority Secured Obligations” means, in each case, without duplication, (a) the First Priority Secured Debt and all other Obligations (as such term or any similar or analogous term is defined in such First Priority Secured Debt Documents) in respect of First Priority Secured Debt (including the Convertible Debentures Secured Obligations and the AerCap Secured Obligations) to the extent provided in the relevant First Priority Secured Debt Documents, (b) any and all sums due and owing to any Collateral Agent, any First Priority Secured Debt Representative, and the Trustee, and (c) in the event of any proceeding for the collection or enforcement of the obligations described in clauses (a) and (b) above after a Remedies Direction has been provided (including any Remedies Action), the expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Shared Collateral, or of any exercise by any Collateral Agent of its rights under the Collateral Documents, together with any reasonable, documented, out-of-pocket attorneys’ fees and court costs.

“First Priority Secured Parties” means the First Priority Secured Debt Representatives and the holders of First Priority Secured Obligations (including the Convertible Debentures Secured Parties and the AerCap Secured Parties).

“Fitch” means Fitch, Inc., also known as Fitch Ratings, and its successors.

“Freeflow Account” means the Azul Linhas Freeflow Account and the Azul Viagens Freeflow Account.

“Global Note Legend” means the legend set forth in Section 2.08(g)(ii) hereof, which is required to be placed on all Global Notes issued under this Indenture.

“Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes, substantially in the form of Exhibit A hereto, issued in accordance with Section 2.03, Section 2.08(b) or Section 2.08(d) hereof.

“Government Securities” means securities that are:

(1)    direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or

(2)    obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the Person thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided, that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

“Governmental Authority” means the government of the United States of America, Brazil, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank organization, or other entity exercising executive, legislative, judicial, taxing or regulatory powers or functions of or pertaining to government. Governmental Authority shall not include any Person in its capacity as an Airport Authority.

“Grantor” means each Obligor that shall at any time pledge (i) Shared Collateral under a Collateral Document or (ii) Azul Cargo Collateral under an Azul Cargo Collateral Document.

“Guarantee” means a guarantee (other than (i) by endorsement of negotiable instruments for collection or (ii) customary contractual indemnities, in each case in the ordinary course of business), direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions).

“Head License” means that certain license agreement entered into between IP Co and IP HoldCo dated as of the Closing Date, pursuant to which IP Co has granted to IP HoldCo an exclusive, irrevocable (except as set forth therein), perpetual (except as set forth therein), worldwide license to the Contributed Intellectual Property (with the right to sublicense solely to Azul Linhas).

“Hedging Obligations” means, with respect to any Person, all obligations and liabilities of such Person under:

(1)    interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements;

(2)    other agreements or arrangements designed to manage interest rates or interest rate risk; and

(3)    other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates, fuel prices or other commodity prices, but excluding (x) clauses in purchase agreements and maintenance agreements pertaining to future prices and (y) fuel purchase agreements and fuel sales that are for physical delivery of the relevant commodity.

“Holder” means, in the case of the Notes of a relevant Series, a “noteholder,” which means the Person in whose name a Note is registered on the Registrar’s books, which shall initially be the respective nominee of DTC.

“IFRS” means International Financial Reporting Standards as adopted by the International Accounting Standards Board which are in effect from time to time.

“incur” means to incur, create, issue, assume, guarantee or otherwise become liable for Indebtedness. The term “incurrence” when used as a noun shall have a correlative meaning. The accrual of interest, the accretion or amortization of original issue discount and the payment of regularly scheduled interest will not be deemed to be an incurrence of Indebtedness.

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person (excluding air traffic liability, accrued expenses and trade payables), whether or not contingent:

(1)    in respect of borrowed money;

(2)    evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

(3)    in respect of banker’s acceptances;

(4)    representing Capital Lease Obligations;

(5)    representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed, but excluding in any event trade payables arising in the ordinary course of business; or

(6)    representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with IFRS.

In addition, the term “Indebtedness” includes all Indebtedness of other Persons secured by a Lien on any assets of the Person specified in the first sentence of this definition (whether or not such Indebtedness is assumed by the specified Person), the amount of such Indebtedness being deemed to be the lesser of the value of such assets or the amount of the obligation so secured.

Notwithstanding the foregoing, “Indebtedness” shall be deemed to include any additional indebtedness or debt (however described or defined) that is secured by the terms of a Series of Secured Debt.

“Indenture” means this Indenture, as amended or supplemented from time to time.

“Independent Director” means, at any time with respect to any IP Party, a director of such IP Party that (1) satisfies the Independent Director Criteria at such time and (2) is a duly appointed “Independent Director” under and as defined in the Specified Organizational Document of such IP Party.

“Independent Director Criteria” means criteria that shall be satisfied only in respect of a natural person that (a) is a director who has prior experience as an independent director, independent manager or independent member with at least three years of employment experience; (b) is provided by a company nationally recognized in the United States or the Cayman Islands for providing professional independent managers and directors, that is not an Affiliate of any Obligor or the U.S. Collateral Agent and that provides professional independent managers and directors and other corporate services in the ordinary course of its business, and which individual is duly appointed as an Independent Director; and (c) is not, and has never been, and will not while serving as Independent Director be, any of the following: (i) a member, partner, equityholder, manager, director, officer or employee of the Issuer or any of its equityholders, the U.S. Collateral Agent or any Affiliates of the foregoing (except immaterial equity ownership in Parent Guarantor or other than as an Independent Director of any IP Party or any other Affiliate of an IP Party that is required by a creditor to be a single purpose bankruptcy-remote entity, provided that such Person is employed by a company that routinely provides professional independent managers or directors); (ii) a creditor, supplier or service provider (including provider of professional services) to either IP Party, the U.S. Collateral Agent or any of their respective equityholders or Affiliates (other than a nationally recognized company that routinely provides professional independent managers and directors and other corporate services to the Issuer, the U.S. Collateral Agent or any of their respective equityholders or Affiliates in the ordinary course of business); (iii) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider; or (iv) a Person that controls (whether directly, indirectly or otherwise) any Person included in any of clause (i), (ii) or (iii) above.

Any director who is an employee of Walkers Fiduciary Limited shall be deemed to meet the requirements of an “Independent Director” for purposes of this definition.

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

“Initial Appraisals” means the appraisals prepared by mba Aviation of (i) the TudoAzul Program, as of February 23, 2023, (ii) the Azul Viagens Business, as of February 17, 2023, (iii) the Airline Intellectual Property, as of March 7, 2023, and (iv) the Azul Cargo Business, as of February 23, 2023.

“Intellectual Property” means all patents and patent applications, registered trademarks or service marks and applications to register any trademarks or service marks, brand names, trade dress, know-how, registered copyrights and applications for registration of copyrights, Trade Secrets, domain names, social media accounts and other intellectual property, whether registered or unregistered, including unregistered copyrights in software and source code and applications to register any of the foregoing; provided that no TudoAzul Customer Data or Azul Traveler Data shall be deemed Intellectual Property.

“Intercompany Loan Agreements” means, (i) that certain loan agreement dated July 7, 2021 between the Exchanged Notes Issuer, as lender, and Azul Linhas, as borrower, as amended by a first amendment thereto on October 21, 2022, and as to be further amended by a second amendment thereto to be dated on or about the Closing Date, which amendment shall include the Issuer as lender under such loan agreement and all other Obligors as guarantors, and (ii) that certain loan agreement dated February 24, 2023 between Exchanged Notes Issuer, as lender, and Azul Linhas, as borrower, as to be amended by a first amendment thereto to be dated on or about the Closing Date, which amendment shall include the Issuer as lender under such loan agreement and all other Obligors as guarantors.

“Intercompany Loans Fiduciary Assignment” means the Fiduciary Assignment entered into by the Issuer in respect of the receivables under the Intercompany Loan Agreements, governed by Brazilian law;

“Intercreditor Agreement” means the intercreditor, shared collateral and accounts agreement dated as of the Closing Date among (i) the fiduciary agent for the Convertible Debentures, (ii) the administrative agent (or other Representative) for the AerCap Secured Obligations, (iii) the Trustee, (iv) the U.S. Collateral Agent, and (v) the Brazilian Collateral Agent, the form of which is attached as Exhibit D hereto.

“Interest Rate” means, at any time, the interest rate applicable to the Series of Notes pursuant to the respective Notes Supplemental Indenture, provided that if the LTV Ratio (calculated as to First Priority Secured Debt only) calculated using an Annual Appraisal delivered pursuant to the requirements of this Indenture exceeds 62.5% then, with effect from the Notes Interest Payment Date following the date of delivery of such Annual Appraisal to the Trustee, the interest rate on the Notes of each Series shall increase by 2.000% (the “LTV Step-up Amount”). The LTV Step-up Amount shall cease to apply with effect from the Notes Interest Payment Date following the date of delivery to the Trustee of an Appraisal pursuant to which the LTV Ratio (calculated as to First Priority Secured Debt only) calculated using such Appraisal does not exceed 62.5%. The Parent Guarantor may elect (in its sole discretion) to re-test the LTV Ratio at any time and deliver such Appraisal to the Trustee. The Trustee and the Brazilian Collateral Agent shall not have any duties in connection with the calculation of the LTV Ratio or any duty to determine if and when the applicable Series of Notes is subject to an LTV Step-up Amount.

“Investments” means, with respect to any Person, all direct or indirect investments made by such Person in other Persons (including Affiliates) in the forms of loans (including guarantees or other obligations), advances (but excluding advance payments and deposits for goods and services in the ordinary course of business) or capital contributions (excluding commission, travel and similar advances to officers, employees and consultants made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities of other Persons, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with IFRS. If the Parent Guarantor or any of its Subsidiaries sells or otherwise Disposes of any Equity Interests of any direct or indirect Subsidiary of the Parent Guarantor after the Closing Date such that, after giving effect to any such sale or Disposition, such Person is no longer a direct or indirect Subsidiary of the Parent Guarantor, then the Parent Guarantor will be deemed to have made an Investment on the date of any such sale or Disposition equal to the Fair Market Value of the Parent Guarantor’s Investments in such Subsidiary that were not sold or Disposed of. Except as otherwise provided in this Indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value.

“IP Agreements” means (i) each Contribution Agreement, (ii) each IP License, (iii) the Management Agreement, (iv) each other contribution agreement, license or sublicense related to the Contributed Intellectual Property that is required to be entered into after the Closing Date pursuant to the terms of any Transaction Documents, and (v) any Database Control Agreement.

“IP Co” means Azul IP Cayman Ltd.

“IP HoldCo” means Azul IP Cayman Holdco Ltd.

“IP Licenses” means (a) the Head License and (b) the Sublicense.

“IP Parties” means IP HoldCo and IP Co.

“Issuer” has the meaning set forth in the preamble hereto until a successor replaces the applicable entity in accordance with the applicable provisions of this Indenture and, thereafter, includes such successor.

“Issuer Order” means a written request or order signed on behalf of the Issuer by a Responsible Officer of such Issuer and delivered to the Trustee.

“LGPD” means the Brazilian Federal Law No. 13,709, dated August 14, 2018, as amended (the Brazilian General Data Protection Law (Lei Geral de Proteção de Dados Pessoais).

“Lien” means, with respect to any asset, any mortgage, lien, pledge, Fiduciary Assignment, Fiduciary Transfer, usufruct (usufruto), trust (fideicomisso), seizure (arresto), sequestration (sequestro), attachment (penhora), charge, license, security interest or similar encumbrance of any kind in respect of such asset, judicial or extrajudicial, voluntary or involuntary, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any option or other agreement to sell or give a security interest in and any agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction (but excluding any lease, sublease, use or license agreement or swap agreement or similar arrangement by any Grantor described in the definition of “Permitted Shared Collateral Disposition”).

“Lockbox Structure” has the meaning given to such term in the Intercreditor Agreement.

“Loyalty Program” means (a) any customer loyalty program available to individuals (i.e., natural persons) that grants members in such program Currency based on a member’s purchasing behavior and that entitles a member to accrue and redeem such Currency for a benefit or reward, including flights and/or other goods and services, or (b) any other membership program (including a subscription-based product) available to individuals (i.e., natural persons) that grants members in such program benefits in connection with travel on an airline, including reduced costs on airfare, bag fees and upgrades.

“Loyalty Program Lien” means a New York governed pledge or a Fiduciary Assignment as Collateral, as applicable, on the same or equivalent basis and in the same or equivalent manner as the TudoAzul Program, of all or substantially all of the receivables and cash proceeds (representing at least 70% of gross billings or equivalent, calculated in the same manner as TudoAzul Gross Billings but substituting references to the TudoAzul Program with references to such Loyalty Program and which excludes, for the avoidance of doubt, airline revenues such as ticket sales and non-loyalty ancillary revenue) arising under such Loyalty Program and all of the Intellectual Property of such Loyalty Program (but solely to the extent that such Intellectual Property would be included in the definition of Azul Other IP, substituting references to the TudoAzul Program with references to such Loyalty Program), and all receivables and cash proceeds arising under such Loyalty Program are paid to the Collection Account (or such other collection account of the Parent Guarantor or another Obligor that is subject to the lien of the Brazilian Collateral Agent for the benefit of the Secured Parties and under the exclusive control of the Brazilian Collateral Agent as an entitlement holder which shall be designated as a Collection Account (including for the purposes of the Debt Service Coverage Ratio)), in each case, subject to Third-Party Rights and other Permitted Collateral Liens.

“LTV Ratio” means, on any date, the ratio (expressed as a percentage) equal to (a) the aggregate principal amount of First Priority Secured Debt outstanding on such date, divided by (b) the value of the TudoAzul Program, the Azul Viagens Business and the Airline Intellectual Property (calculated so as to exclude the Azul Cargo Intellectual Property), and any Additional Collateral determined pursuant to the most recent Appraisal. For the avoidance of doubt, if more than one Appraisal is prepared in respect of the TudoAzul Program, the Azul Viagens Business, the Airline Intellectual Property and any Additional Collateral, the value referred to in clause (b) shall be calculated so as to avoid double counting the value of any intellectual property.

“Majority Noteholders” means, with respect to the 2029 Notes and the 2030 Notes, the Holders of the 2029 Notes and the 2030 Notes that hold 50.1% or more of the aggregate principal amount of the 2029 Notes and the 2030 Notes outstanding on any date of determination, determined across both the 2029 Notes and the 2030 Notes treated for this purpose as one class.

“Majority Notes Collateral Enforcement Date” means 180 consecutive days after the occurrence of both (i) an event of default under a Notes Document and (ii) the Applicable Collateral Representative’s receipt of written notice from the Trustee or Collateral Agent that an event of default has occurred and is continuing and all of the Notes Secured Obligations are currently due and payable in full (whether as a result of the acceleration thereof or otherwise); provided that such date shall be tolled and shall not occur if (i) with respect to any Shared Collateral, the Applicable Collateral Representative (acting at the direction of the Required First Priority Debtholders (as defined in the Intercreditor Agreement)) has commenced and is diligently pursuing the exercise of any rights and remedies with respect to all or a material portion of the Shared Collateral, or (ii) an insolvency proceeding in respect of an Obligor has been commenced; provided further, if the circumstances described above subsequently occur, the Majority Notes Collateral Enforcement Date shall be deemed (prospectively only) not to have occurred and the Representatives shall cease to take instructions from the Majority Noteholders. If at any time the exercise of remedies is stayed due to a bankruptcy or insolvency proceeding of an Obligor, the 180-day period described above shall be tolled until such stay is no longer in effect.

“Management Agreement” means that certain management agreement entered into among IP Co, IP HoldCo, Azul Linhas and the U.S. Collateral Agent, dated as of the Closing Date, pursuant to which Azul Linhas will perform certain services for IP Co and IP HoldCo to manage the Contributed Intellectual Property (Azul Linhas, in such capacity, the “Manager”).

“Material Adverse Effect” means a material adverse effect on (a) the consolidated business, operations or financial condition of the Parent Guarantor and its Subsidiaries, taken as a whole, (b) the validity or enforceability of the Transaction Documents or the rights or remedies of the Holders and the First Priority Secured Parties thereunder, (c) the ability of the Issuer to pay the Obligations under the Transaction Documents, (d) the validity, enforceability or collectability of the IP Agreements generally or any material portion of the IP Agreements, taken as a whole, (e) the value of the Shared Collateral or the business and operations of the TudoAzul Program and the Azul Viagens Business, taken as a whole or (f) the ability of the Obligors to perform their material obligations under the IP Agreements or the Notes Documents; provided, that no condition or event that has been publicly disclosed by the Parent Guarantor or any of its Subsidiaries on or prior to the Closing Date shall be considered a “Material Adverse Effect”.

“Material Indebtedness” means (a) with respect to the Parent Guarantor and its Subsidiaries, Indebtedness of the Parent Guarantor and its Subsidiaries (other than the 2029 Notes and the 2030 Notes) outstanding under the same agreement in a principal amount exceeding US$75.0 million (or the equivalent thereof in other currencies at the time of determination); and (b) with respect to any IP Party, Indebtedness of any IP Party (other than the 2029 Notes and the 2030 Notes) outstanding under the same agreement in a principal amount exceeding US$250,000.

“Material Modification” means any amendment or waiver of, or modification or supplement to, an IP Agreement or an Intercompany Loan Agreement which: (a) shortens the scheduled maturity or term thereof, (b) amends, modifies or otherwise changes the calculation or rate of fees, expenses or termination payments due and owing thereunder in a manner reducing the amount owed to the Issuer, (c) changes the contractual subordination of payments thereunder, reduces the frequency of payments thereunder or permits payments due to the Issuer to be deposited to an account other than the Collection Accounts, (d) changes the amendment standards applicable to such agreement (other than changes affecting rights of the Trustee or the U.S. Collateral Agent to consent to amendments, which is covered by clause (e)) in a manner that would reasonably be expected to result in a Material Adverse Effect, or (e) materially impairs the rights of the Trustee or the U.S. Collateral Agent to enforce or consent to amendments to any provisions of any such agreement in accordance therewith.

“mba Aviation” means Morten Beyer & Agnew Aviation, an independent aviation appraisal and consulting firm.

“Member Profile Data” means, with respect to each member of the TudoAzul Program (including Clube TudoAzul) and to the extent in the possession or control of the Parent Guarantor or any of its Subsidiaries, such member’s (i) name, mailing address, email address, and phone numbers, (ii) communication consent preferences, (iii) total Currency balance, (iv) third party engagement history, (v) accrual and redemption activity, including any data related to member segment designations or member segment activity or qualifications, (vi) TudoAzul Program (including Clube TudoAzul) account or membership number, and (vii) member status. For the avoidance of doubt, Member Profile Data excludes (A) Azul Traveler Data, (B) any data relating to Azul Viagens Business transactions made by members of the TudoAzul Program that is analogous to the Azul Traveler Data, and (C) any data relating to Azul Cargo Business transactions made by customers of the Azul Cargo Business.

“Moody’s” means Moody’s Investors Service, Inc.

“Net Proceeds” means (a) with respect to any Collateral Sale, Recovery Event or Contingent Payment Event, the aggregate cash and Cash Equivalents received by the Parent Guarantor or any of its Subsidiaries in respect thereof, net of: (i) the direct costs and expenses relating to such Collateral Sale, Recovery Event or Contingent Payment Event, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Collateral Sale, Recovery Event or Contingent Payment Event, Taxes paid or payable as a result of the Collateral Sale, Recovery Event or Contingent Payment Event, in each case, after taking into account any available Tax credits or deductions and any Tax sharing arrangements; and (ii) any reserve for adjustment or indemnification obligations in respect of the sale price of such asset or assets established in accordance with IFRS; and (b) with respect to any incurrence of Indebtedness, the cash proceeds thereof, net of (i) any fees, underwriting discounts and commissions, premiums, and other costs and expenses incurred in connection with such issuance and (ii) attorney’s fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer Taxes, deed or mortgage recording Taxes, other customary expenses, and brokerage, consultant, accountant, and other customary fees.

“New First Priority Financing” means the first incurrence by the Obligors of Permitted First Priority Secured Debt after the Closing Date. For the avoidance of doubt, the AerCap Secured Obligations and the Convertible Debentures will be outstanding on the Closing Date and therefore do not constitute the incurrence of Permitted First Priority Secured Debt after the Closing Date.

“Non-Shared Collateral” has the meaning given to such term in the Intercreditor Agreement.

“Notes” means any Note authenticated and delivered under this Indenture, including a Notes Supplemental Indenture to this Indenture. For all purposes of this Indenture, the term “Notes” shall also include any Additional Notes that may be issued under a Notes Supplemental Indenture. Notwithstanding the foregoing, no Additional Notes shall be permitted to be issued in respect of the 2029 Notes and 2030 Notes.

“Notes Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.05 hereof as the Notes Depositary with respect to the Notes, and any and all successors thereto appointed as Notes Depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

“Notes Documents” means this Indenture, any note or global note issued pursuant to this Indenture, the Collateral Documents, the Azul Cargo Collateral Documents, any supplemental indentures to this Indenture (including any Notes Supplemental Indentures) and any other instrument or agreement executed and delivered by the Issuer or any other Guarantor to the Trustee or either Collateral Agent.

“Notes Interest Payment Date” means, with respect to a particular Series of Notes, each interest payment date as set forth in the Notes Supplemental Indenture for such particular Series of Notes, subject to Section 12.18 below.

“Notes Secured Debt” means the 2029 Notes and 2030 Notes (and related Note Guarantees) outstanding on the Closing Date.

“Notes Secured Obligations” means, in each case, without duplication, (a) the Notes Secured Debt and any other Obligations in respect of the Notes Secured Debt to the extent provided in the Notes Documents, (b) any and all sums due and owing to the Trustee and any Collateral Agent, and (c) in the event of any proceeding for the collection or enforcement of the obligations described in clauses (a) and (b) above after a Remedies Direction has been provided (including any Remedies Action), the expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Shared Collateral or the Azul Cargo Collateral, or of any exercise by any Collateral Agent of its rights under the Collateral Documents or the Azul Cargo Collateral Documents, together with any reasonable, documented, out-of-pocket attorneys’ fees and court costs.

“Notes Supplemental Indenture” means a supplemental indenture to this Indenture pursuant to which the Issuer issues a Series of Notes in accordance with Section 2.01.

“Obligations” means the unpaid principal of and interest on (including interest accruing after the maturity of the Notes of the relevant Series and interest accruing after the filing of any petition of bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Issuer, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Notes of the relevant Series and all other obligations and liabilities of the Obligors to the Trustee or any Collateral Agent or any Holder, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which arise under this Indenture, the Collateral Documents or the Azul Cargo Collateral Documents, whether on account of principal, interest, reimbursement obligations, fees, indemnities, out-of-pocket costs, and expenses (including all fees, charges and disbursements of counsel to the Trustee or any Collateral Agent that are required to be paid by the Obligors pursuant to the terms of any Notes Documents) or otherwise.

“Obligors” means the Issuer and the Guarantors, each an “Obligor.”

“Offering Memorandum” means the Exchange Offering Memorandum and Consent Solicitation Statement dated June 13, 2023 relating to the exchange of the Exchanged 2024 Notes for the 2029 Notes and of the Exchanged 2026 Notes for the 2030 Notes.

“Officer’s Certificate” means a certificate signed on behalf of the Issuer or the Parent Guarantor (or such other applicable Person) by a Responsible Officer of the Issuer or the Parent Guarantor (or such other applicable Person), respectively.

“Online Tracking Data” means any information or data collected in relation to on-line activities that can reasonably be associated with a particular user or computer or other device.

“Opinion of Counsel” means a written opinion from legal counsel. Such counsel may be an employee of or counsel to the Issuer or the Guarantors.

“Parent Change of Control” means any of the following events:

(1)    the direct or indirect sale or transfer of all or substantially all the assets of the Parent Guarantor and its subsidiaries, taken as a whole, to any transferee Person other than (i) any Person which owns or operates (directly or indirectly through a contractual arrangement) a Permitted Airline Business (a “Permitted Person”) or a Subsidiary of a Permitted Person or (ii) the Permitted Holders, other than a transaction in which such transferee Person becomes the obligor in respect of the Notes and a Subsidiary of the transferor of such assets; or

(2)    the consummation of any transaction (including, without limitation, by merger, consolidation, acquisition or any other means) as a result of which any “person” or “group” (as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) other than the Permitted Holders is or becomes the “beneficial owner” (as such term is used in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Parent Guarantor other than in connection with any merger or consolidation of the Parent Guarantor with or into any Permitted Person or a Subsidiary of a Permitted Person.

“Parent Change of Control Event” means a Parent Change of Control and a Rating Decline.

“Participant” means, with respect to the Notes Depositary, Euroclear or Clearstream, a Person who has an account with the Notes Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).

“Payment Account” means the USD Payment Account or the BRL Payment Account, as applicable.

“Payment Date” means when used with respect to any Note and any installment of interest thereon, the stated payment date of such installment of interest as set forth in such Note.

“Payment Waterfalls” has the meaning given to such term in the Intercreditor Agreement.

“Permitted Acquisition Loyalty Program” means, subject to Section 13.12(d), a Loyalty Program owned, operated or controlled, directly or indirectly, by a Specified Acquisition Entity or any of its Subsidiaries or principally associated with such Specified Acquisition Entity or any of its Subsidiaries, so long as (a) the Permitted Acquisition Loyalty Program is not operated in a fashion that is more competitive, taken as a whole, than the TudoAzul Program (including Clube TudoAzul), as determined by the Parent Guarantor in good faith, (b) neither any of the Obligors nor any of their respective Subsidiaries take any action that would reasonably be expected to disadvantage the TudoAzul Program relative to the Permitted Acquisition Loyalty Program (including exiting from, terminating, cancelling or otherwise discontinuing the TudoAzul Program), (c) no members of the TudoAzul Program (including Clube TudoAzul) are targeted for membership in the Permitted Acquisition Loyalty Program (excluding any general advertisements, promotions or similar general marketing activities related to the Permitted Acquisition Loyalty Program), (d) except as attributable to market or business conditions as determined in good faith by the Parent Guarantor, the Obligors and their respective Subsidiaries will devote substantially similar resources to the TudoAzul Program (including Clube TudoAzul), including distribution and marketing channels, as were applicable immediately prior to the consummation of the acquisition of the Specified Acquisition Entity and (e) neither any of the Obligors nor any of their respective Subsidiaries announce to the public, the members of the TudoAzul Program (including Clube TudoAzul) or the members of the Permitted Acquisition Loyalty Program that the Permitted Acquisition Loyalty Program is a primary Loyalty Program for the Parent Guarantor or any of its Subsidiaries.

“Permitted Acquisition Travel Package Business” means, subject to Section 13.12(d), a Travel Package Business owned, operated or controlled, directly or indirectly, by a Specified Acquisition Entity or any of its Subsidiaries, or principally associated with such Specified Acquisition Entity or any of its Subsidiaries, so long as (a) the Permitted Acquisition Travel Package Business is not operated in a fashion that is more competitive, taken as a whole, than the Azul Viagens Business, as determined by the Parent Guarantor in good faith, (b) neither any of the Obligors nor any of their respective Subsidiaries take any action that would reasonably be expected to disadvantage the Azul Viagens Business relative to the Permitted Acquisition Travel Package Business (including exiting from, terminating, cancelling or otherwise discontinuing the Azul Viagens Business), (c) no customers of the Azul Viagens Business are targeted by the Permitted Acquisition Travel Package Business (excluding any general advertisements, promotions or similar general marketing activities related to the Permitted Acquisition Travel Package Business), (d) except as attributable to market or business conditions as determined in good faith by the Parent Guarantor, the Obligors and their respective Subsidiaries will devote substantially similar resources to the Azul Viagens Business, including distribution and marketing channels, as were applicable immediately prior to the consummation of the acquisition of the Specified Acquisition Entity and (e) neither any of the Obligors nor any of their respective Subsidiaries announce to the public, the customers of the Azul Viagens Business or the customers of the Permitted Acquisition Travel Package Business that the Permitted Acquisition Travel Package Business is the primary Travel Package Business for the Parent Guarantor or any of its Subsidiaries; provided that, notwithstanding the foregoing, no Travel Package Business shall be considered a Permitted Acquisition Travel Package Business from and after the Parent Guarantor ceasing to operate, or commencing the process of winding down, the operations of the Azul Viagens Business.

“Permitted Airline Business” means any business that is the same as, or reasonably related, ancillary, supportive or complementary to, or a reasonable extension of, the business in which the Parent Guarantor and its Subsidiaries (other than the IP Parties) are engaged on the Closing Date, including travel-related and leisure-related businesses, and travel, leisure and support services and experiences and other similar services and experiences.

“Permitted Azul Cargo Collateral Disposition” means any of the following:

(1)    the Disposition of Azul Cargo Collateral expressly permitted under the applicable Azul Cargo Collateral Documents, the proceeds of which are applied in accordance with the Azul Cargo Intercreditor Agreement, the Azul Cargo Collateral Documents and this Indenture, as applicable;

(2)    the Disposition of cash or Cash Equivalents constituting Azul Cargo Collateral in exchange for other cash or Cash Equivalents constituting Azul Cargo Collateral and having reasonably equivalent value therefor;

(3)    to the extent constituting a Disposition, (i) the incurrence of Liens that are expressly permitted to be incurred pursuant to Section 4.13;

(4)    surrender or waive contractual rights and settle, release, surrender or waive contractual or litigation claims (or other Disposition of assets in connection therewith);

(5)    the expiration of the following registered Intellectual Property: (A) any copyright, the term of which has expired under applicable law; (B) any patent, the term of which has expired under applicable law, taking into account all patent term adjustments and extensions, and provided that all maintenance fees are paid; and (C) any trademark or service mark, the term of which has expired under applicable law because a declaration or statement of use to maintain the registration cannot be submitted to, or has been finally rejected by, the relevant governmental authority because such trademark or service mark is no longer in use;

(6)    except as would have a Material Adverse Effect, the abandonment or cancellation of Intellectual Property in the ordinary course of business (including in connection with any change to any aspect of the branding of, or the rebranding of, the Azul Cargo Business in the ordinary course of business); and

(7)    any transfer, deletion, de-identification or purge of any Personal Data that is required or permitted under applicable privacy laws, under any of the public-facing privacy policies of the Parent Guarantor or any of its Subsidiaries, in each case, pursuant to the applicable Obligor’s privacy and data retention policies and in the ordinary course of business (including in connection with terminating inactive customer accounts) consistent with past practice.

“Permitted Azul Cargo Financing Liens” means Liens securing Azul Cargo Priority Secured Debt and other obligations (as such term or any similar or analogous term is defined in the relevant Azul Cargo Priority Secured Debt Document) in an aggregate principal amount of Azul Cargo Priority Secured Debt at any time outstanding not to exceed US$800.0 million (or the equivalent thereof in other currencies).

“Permitted Azul Cargo Liens” means:

(1)    the Liens set forth in paragraphs (2), (3), (4), (5), (6), (8), (11), (12), (13) and (16) of the definition of Permitted Collateral Liens and, in each case, any extension, modification, renewal or replacement of such Liens;

(2)    any Permitted Azul Cargo Financing Liens; and

(3)    any Liens securing the 2029 Notes and the 2030 Notes and the related Note Guarantees.

“Permitted Collateral Liens” means:

(1)    Liens on the Shared Collateral securing the Secured Obligations, including pursuant to the Transaction Documents, so long as such Indebtedness and such Liens are subject to the Intercreditor Agreement;

(2)    Liens of a collection bank arising under Section 4-208 of the New York Uniform Commercial Code or any comparable provision in any jurisdiction or successor provision on items in the course of collection and Liens in favor of banking or other financial institutions or other electronic payment service providers arising as a matter of law or customary contract within the general parameters customary in the industry;

(3)    Liens in favor of depositary banks or other financial institutions arising as a matter of law or regulation, or by the terms of documents or contracts, encumbering deposits or investments (including the right of setoff) and that are within the general parameters customary in the banking industry, and Liens in favor of credit card and debit card processors or customers in connection with credit card and debit card processing services incurred in the ordinary course of business;

(4)    Liens for Taxes or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision (if any) required in conformity with IFRS has been made in respect thereof;

(5)    Liens imposed by law, such as carriers,’ warehousemen’s, landlord’s and mechanics’ Liens, in each case, incurred in the ordinary course of business;

(6)    Liens arising by operation of law in connection with judgments, attachments or awards which do not constitute an Event of Default under this Indenture;

(7)    to the extent constituting Liens, the rights granted by any Obligor to another Obligor or the U.S. Collateral Agent pursuant to any IP Agreement (other than any rights granted thereunder following any amendment or modification thereof that is not permitted by the terms of such agreement, this Indenture, an IP License or any other Transaction Document);

(8)    (i) any overdrafts and related liabilities arising from treasury, netting, depositary and cash management services or in connection with any automated clearing house transfers of funds, in each case as it relates to cash or Cash Equivalents, if any, and (ii) Liens arising by operation of law or regulation or that are contractual rights of set off in favor of the depositary bank or securities intermediary in respect of any deposit or securities accounts;

(9)    to the extent constituting Liens, licenses, sublicenses and similar rights as they relate to any Intellectual Property (A) granted to any third-party counterparty of any TudoAzul Agreement or Azul Viagens Agreement pursuant to the terms of such agreement or (B) otherwise expressly permitted by the IP Licenses and the Collateral Documents to be granted to any Person (other than any sublicense or similar right granted thereunder following any amendment or modification thereof that is not permitted by the terms of such agreement, the Collateral Documents or this Indenture);

(10)    Liens incurred in the ordinary course of business of the Parent Guarantor or any Subsidiary of the Parent Guarantor with respect to obligations that do not exceed in the aggregate US$10.0 million at any one time outstanding;

(11)    rights reserved or vested in any Person by the terms of any lease, license, franchise, grant, or permit held by any Obligor or by a statutory provision, to terminate any such lease, license, franchise, grant, or permit, or to require annual or periodic payments as a condition to the continuance thereof, in each case so long as such rights (A) do not interfere in any material respect with the business of the Parent Guarantor and its Subsidiaries, taken as a whole and (B) do not relate to Intellectual Property or TudoAzul Agreements except as expressly provided in the Collateral Documents;

(12)    Liens on cash and Cash Equivalents that are earmarked to be used to satisfy or discharge Secured Obligations in connection with any renewal, refund, refinancing, replacement, exchange, defeasance or discharge thereof and in favor of the applicable Secured Debt Representative (in the case of First Priority Secured Debt) or the U.S. Collateral Agent, administrative agent or trustee in respect of such Notes Secured Debt; provided that (a) such cash and/or Cash Equivalents are deposited into an account from which payment is to be made, directly or indirectly, to the Person or Persons holding the Indebtedness that is to be satisfied or discharged, (b) such Liens extend solely to the account in which such cash and/or Cash Equivalents are deposited and are solely in favor of the Person or Persons holding the Indebtedness (or any agent or trustee for such Person or Persons) that is to be satisfied or discharged, and (c) the satisfaction or discharge of such Indebtedness is expressly permitted under the Transaction Documents;

(13)    with respect to any Subsidiary organized under the law of a jurisdiction outside of the United States, other Liens and privileges arising mandatorily by any requirement of law or regulation;

(14)    Liens arising in connection with the IP Agreements;

(15)    Liens (including all rights) of counterparties under the TudoAzul Agreements and the Azul Viagens Agreements under the terms thereof;

(16)    pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations, or Liens in connection with workers’ compensation, unemployment insurance or other social security, old age pension or public liability obligations which are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with IFRS; and

(17)    any extension, modification, renewal or replacement of the Liens described in clauses (1) through (16) above, provided that such extension, modification, renewal or replacement does not increase the amount of Indebtedness associated therewith or extend to any other property not previously subject to such Lien.

“Permitted First Priority Secured Debt” means (i) Additional First Priority Secured Debt in an aggregate principal amount not to exceed (x) a cumulative amount of US$850 million (or the equivalent thereof in other currencies at the time of determination) incurred after the Closing Date (the “First Priority Secured Fixed Amount”) plus (y) an additional amount such that, on a pro forma basis after giving effect to the incurrence and the use of proceeds of such Indebtedness, the Debt Service Coverage Ratio is at least 4.00x (the “First Priority Secured Ratio Amount”) (it being understood that a substantially simultaneous incurrence under the First Priority Secured Fixed Amount and the First Priority Secured Ratio Amount shall calculate such First Priority Secured Ratio Amount excluding Indebtedness incurred pursuant to such basket substantially simultaneously); provided that (a) the Liens on the Shared Collateral securing such Indebtedness are “first out” pursuant to the provisions of the Intercreditor Agreement, (b) no Event of Default shall have occurred and be continuing or would result from the issuance of such Indebtedness, (c) any such Indebtedness shall not be subject to or benefit from any guarantee by any person other than an Obligor or be secured by any assets other than the Shared Collateral unless such guarantee and collateral is added for the benefit of the Notes, (d) the regularly scheduled interest payments on such Permitted First Priority Secured Debt shall be no more frequently than quarterly and no less frequently than semi-annually, and (e) the LTV Ratio (calculated as to First Priority Secured Debt only) shall not exceed, after giving effect to the incurrence and the use of proceeds of such Indebtedness, 62.5% and (ii) any Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any First Priority Secured Debt simultaneously with or within six months after the repayment, defeasance or discharge of such First Priority Secured Debt (which, subject to the discharge of the AerCap Secured Obligations occurring, shall be deemed to have occurred on December 1, 2024). For the avoidance of doubt, the Indebtedness in respect of the Convertible Debentures that is outstanding on the Closing Date and the AerCap Secured Obligations that are outstanding on the Closing Date shall be deemed to have been incurred prior to the Closing Date and shall not be subject to the conditions to the incurrence of Permitted First Priority Secured Debt. Notwithstanding the foregoing, incurrence of the New First Priority Financing shall be permitted in an aggregate principal amount of up to the First Priority Secured Fixed Amount. Therefore, for the avoidance of doubt, paragraph (i)(y) in this definition providing for the First Priority Secured Ratio Amount shall not apply to the incurrence of the New First Priority Financing.

“Permitted Holders” means any of (i) David Gary Neeleman; (ii) any spouse, descendent, heir, trust or estate of David Gary Neeleman; (iii) Saleb II Founder 1 LLC; or (iv) any person as to whom more than 50% of the total voting power of the Voting Stock of such person is beneficially owned (as such term is used in Rule 13d-3 under the Exchange Act) by one or more of the Persons specified in clauses (i) and (ii).

“Permitted Investments” means (with respect to Investments made by the Issuer, clauses (1) through (7) below, and with respect to Investments made by IntelAzul and the IP Parties, clauses (3) through (6) below):

(1)    to the extent constituting an Investment, Investments in any IP Party arising from the transactions contemplated in the Transaction Documents;

(2)    any Investment in cash, Cash Equivalents and any foreign equivalents;

(3)    any Investments received in a good faith compromise or resolution of (i) obligations of trade creditors or customers that were incurred in the ordinary course of business, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (ii) litigation, arbitration or other disputes;

(4)    payment, redemption or prepayment of any Secured Debt in accordance with the terms and conditions of this Indenture and the other Transaction Documents;

(5)    any guarantee of Secured Debt to the extent otherwise expressly permitted under this Indenture;

(6)    accounts receivable arising in the ordinary course of business;

(7)    redemption or purchase of the 2029 Notes and the 2030 Notes;

(8)    any Investment in the Parent Guarantor or in any of its Subsidiaries;

(9)    any Investment by the Parent Guarantor or any of its Subsidiaries in a Person, if a result of such Investment (i) such Person becomes a Subsidiary of the Parent Guarantor, or (ii) such Person, in one transaction or a series of related and substantially concurrent transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Parent Guarantor or any of its Subsidiaries;

(10)    any Investment made as a result of the receipt of non-cash consideration from a Disposition of assets;

(11)    any acquisition of assets or Capital Stock in exchange for the issuance of Qualified Capital Stock;

(12)     Investments represented by Hedging Obligations;

(13)    loans or advances to officers, directors, consultants or employees made in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries in an aggregate principal amount not to exceed US$15.0 million at any one time outstanding;

(14)    any guarantee of Indebtedness other than a guarantee of Indebtedness of an Affiliate of the Parent Guarantor that is not a Subsidiary of the Parent Guarantor;

(15)    any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and any Investment consisting of an extension, modification or renewal of any Investment existing on, or made pursuant to a binding commitment existing on, the Closing Date; provided that the amount of any such Investment may be increased (i) as required by the terms of such Investment as in existence on the Closing Date or (ii) as otherwise permitted under this Indenture;

(16)    Investments acquired after the Closing Date as a result of the acquisition by the Parent Guarantor or any of its Subsidiaries of another Person, including by way of a merger, amalgamation or consolidation with or into the Parent Guarantor or any of its Subsidiaries in a transaction that is not prohibited by this Indenture after the Closing Date to the extent that such Investments were not made in contemplation of such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation;

(17)    the acquisition by a Receivables Subsidiary in connection with a Qualified Receivables Transaction of Equity Interests of a trust or other Person established by such Receivables Subsidiary to effect such Qualified Receivables Transaction; and any other Investment by the Parent Guarantor or any of its Subsidiaries in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any other Person in connection with a Qualified Receivables Transaction;

(18)    Investments constituting (i) accounts receivable or accounts payable, (ii) deposits, prepayments and other credits to suppliers, including advances of landing fees and other customary airport charges, and/or (iii) in the form of advances made to airport operators, ground handlers, distributors, suppliers, licensors and licensees, in each case, made in the ordinary course of business and consistent with the past practices;

(19)    Investments in connection with the outsourcing of any service or function in the ordinary course of business;

(20)    extensions of credit, deposits, prepayment of expenses to, advances and other credits to distributors, customers, suppliers, utility providers, licensors, licensees, franchisees and other trade creditors in the ordinary course of business consistent with past practice;

(21)    Investments constituting or related to any Aircraft Financing;

(22)    Investments in connection with (i) the making or financing of any pre-delivery, progress or other similar payments relating to the acquisition or financing of, and (ii) any deposits, security deposits or maintenance reserves with respect to, engines, spare parts, aircraft, airframes or appliances, parts, components, instruments, appurtenances, furnishings or other equipment installed on such engines, spare parts, aircraft, airframes or any other related assets; and

(23)    Investments having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value other than a reduction for all returns of principal in cash and capital dividends in cash), when taken together with all Investments made pursuant to this clause (23) that are at the time outstanding, not to exceed 10.0% of the Consolidated Total Assets at the time of such Investment.

“Permitted IP Party Business” any business that is the same as, or reasonably related, ancillary, supportive or complementary to, or a reasonable extension of, the business in which the IP Parties are engaged on the Closing Date after giving effect to the transactions contemplated to occur on the Closing Date by the Transaction Documents.

“Permitted Refinancing Indebtedness” means any Indebtedness incurred by the Obligors in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, exchange, defease or discharge (i) Indebtedness of the Parent Guarantor or any of its Subsidiaries (other than Indebtedness owed to the Parent Guarantor or any of its Subsidiaries), including Permitted Refinancing Indebtedness, or (ii) the AerCap Secured Obligations; provided that:

(1)    the aggregate principal amount (or accreted value, if applicable, or if issued with original issue discount, aggregate issue price, or, if greater, committed amount (only to the extent the committed amount could have been incurred on the date of initial incurrence)) of such new Indebtedness does not exceed the principal amount (or accreted value, if applicable, or if issued with original issue discount, aggregate issue price or, if greater, committed amount (only to the extent the committed amount could have been incurred on the date of initial incurrence)) and premium payable on the Indebtedness (plus the amount of accrued and unpaid interest or dividends on and the amount of all fees and expenses incurred in connection with the incurrence or issuance of, such Indebtedness) or AerCap Secured Obligations renewed, refunded, refinanced, replaced, exchanged, defeased or discharged;

(2)    such Permitted Refinancing Indebtedness has (a) a final maturity date that is either (i) no earlier than the final maturity date of the Indebtedness being renewed, refunded, refinanced, replaced, exchanged, defeased or discharged or (ii) after the final maturity date of the 2029 Notes and the 2030 Notes and (b) has a Weighted Average Life to Maturity that is equal to or greater than the Weighted Average Life to Maturity of the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged (for the purposes of this paragraph (2) the final maturity date of the AerCap Secured Obligations shall be deemed to be December 1, 2024);

(3)    if the Indebtedness or AerCap Secured Obligations being renewed, refunded, refinanced, replaced, defeased or discharged is First Priority Secured Debt, such Permitted Refinancing Indebtedness shall constitute Additional First Priority Secured Debt (for this purpose, without regard to references to Debt Service Coverage Ratio and LTV Ratio in the definition of Permitted First Priority Secured Debt); and

(4)    except in the case of the AerCap Secured Obligations, if such Indebtedness is incurred either by the Issuer (if the Issuer was the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged) or by the applicable Obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged, such Indebtedness is permitted to be guaranteed only by the Obligors and any other Persons who were obligors on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged.

“Permitted Refinancing Subordinated Indebtedness” means any Subordinated Indebtedness incurred by the Parent Guarantor or any of its Subsidiaries in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, exchange, defease or discharge Subordinated Indebtedness of the Parent Guarantor or any of its Subsidiaries (other than Indebtedness owed to the Parent Guarantor or any of its Subsidiaries), including Permitted Refinancing Subordinated Indebtedness; provided that:

(1)    the aggregate principal amount (or accreted value, if applicable, or if issued with original issue discount, aggregate issue price, or, if greater, committed amount (only to the extent the committed amount could have been incurred on the date of initial incurrence)) of such Permitted Refinancing Subordinated Indebtedness does not exceed the principal amount (or accreted value, if applicable, or if issued with original issue discount, aggregate issue price or, if greater, committed amount (only to the extent the committed amount could have been incurred on the date of initial incurrence)) and premium payable on the Subordinated Indebtedness (plus the amount of accrued and unpaid interest or dividends on and the amount of all fees and expenses incurred in connection with the incurrence or issuance of, such Indebtedness) renewed, refunded, refinanced, replaced, exchanged, defeased or discharged;

(2)    such Permitted Refinancing Subordinated Indebtedness has final maturity date that is either (i) no earlier than the final maturity date of the Subordinated Indebtedness being renewed, refunded, refinanced, replaced, exchanged, defeased or discharged, or (ii) after the final maturity date of the New Notes; and

(3)    such Permitted Refinancing Subordinated Indebtedness is subordinated in right of payment on terms (taken as a whole) at least as favorable to the Holders as those contained in the documentation governing such Subordinated Indebtedness being renewed, refunded, refinanced, replaced, exchanged, defeased or discharged.

“Permitted Shared Collateral Disposition” means any of the following:

(1)    the Disposition of Shared Collateral expressly permitted under the applicable Collateral Documents, the proceeds of which are applied in accordance with the Transaction Documents;

(2)    the licensing or sublicensing or granting of similar rights of Intellectual Property or other general intangibles pursuant to any TudoAzul Agreement or Azul Viagens Agreement or as otherwise permitted by (or pursuant to) the IP Agreements;

(3)    the Disposition of cash or Cash Equivalents constituting Shared Collateral in exchange for other cash or Cash Equivalents constituting Shared Collateral and having reasonably equivalent value therefor;

(4)    to the extent constituting a Disposition, (i) the incurrence of Liens that are expressly permitted to be incurred pursuant to Section 4.13;

(5)    Dispositions pursuant to the terms of any IP Agreement;

(6)    surrender or waive contractual rights and settle, release, surrender or waive contractual or litigation claims (or other Disposition of assets in connection therewith);

(7)    the expiration of the following registered Intellectual Property: (A) any copyright, the term of which has expired under applicable law; (B) any patent, the term of which has expired under applicable law, taking into account all patent term adjustments and extensions, and provided that all maintenance fees are paid; and (C) any trademark or service mark, the term of which has expired under applicable law because a declaration or statement of use to maintain the registration cannot be submitted to, or has been finally rejected by, the relevant governmental authority because such trademark or service mark is no longer in use; in each case, subject to the terms and conditions of the IP Agreements;

(8)    except as would have a Material Adverse Effect, the abandonment or cancellation of Intellectual Property in the ordinary course of business (including in connection with any change to any aspect of the branding of, or the rebranding of, the TudoAzul Program or the Azul Viagens Business in the ordinary course of business); and

(9)    any transfer, deletion, de-identification or purge of any Personal Data that is required or permitted under applicable privacy laws, under any of the public-facing privacy policies of the Parent Guarantor or any of its Subsidiaries, in each case, pursuant to the applicable Obligor’s privacy and data retention policies and in the ordinary course of business (including in connection with terminating inactive member accounts) consistent with past practice.

“Person” means any natural person, corporation, division of a corporation, partnership, limited liability company, trust, joint venture, association, company, estate, unincorporated organization, Airport Authority or Governmental Authority or any agency or political subdivision thereof.

“Personal Data” means (i) any information or data that alone or together with any other data or information can be used to identify, directly or indirectly, a natural person or otherwise relates to an identified or identifiable natural person and (ii) any other information or data considered to be personally identifiable information or data under applicable law.

“Points” means Currency under the TudoAzul Program.

“Pre-paid Points Purchases” means the sale by the Parent Guarantor or any of its Subsidiaries of pre-paid Points to a counterparty of a TudoAzul Agreement or any similar transaction involving a counterparty of a TudoAzul Agreement advancing funds to the Parent Guarantor or any of its Subsidiaries against future payments to the Parent Guarantor or any of its Subsidiaries by such counterparty under such TudoAzul Agreement.

“Post-Default Distribution Date” has the meaning given to such term in the Intercreditor Agreement.

“Post-Default Waterfall” has the meaning given to such term in the Intercreditor Agreement.

“Private Placement Legend” means the legend set forth in Section 2.08(g)(i) hereof to be placed on all Notes issued under this Indenture, except where otherwise permitted by the provisions of this Indenture.

“proceeds” means all “proceeds” as such term is defined in Article 9 of the UCC, including, without limitation, payments or distributions made with respect to any investment property, whatever is receivable or received when Collateral or proceeds are sold, leased, licensed, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and any and all proceeds of loans.

“property” means any interest in any kind of property or asset, whether real, personal or mixed, and whether tangible or intangible.

“PTAX Rate” means, the BRL/Dollar rate, expressed as the amount of Brazilian Reais per one U.S. Dollar as reported by the Central Bank of Brazil on the SISBACEN Data System and on its website (which, at the date hereof, is located at http://www.bcb.gov.br) under the sale index, option “all currencies,” or any other official index disclosed by the Central Bank of Brazil that replaces the sale index, option “all currencies.”

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Qualified Capital Stock” means any Capital Stock that is not Disqualified Capital Stock and any warrants, rights or options to purchase or acquire Capital Stock that is not Disqualified Capital Stock that are not convertible into or exchangeable into Disqualified Capital Stock.

“Qualified Receivables Transaction” means any transaction or series of transactions entered into by the Parent Guarantor or any of its Subsidiaries pursuant to which the Parent Guarantor or any of its Subsidiaries sells, conveys or otherwise transfers to any Person, or grants a security interest in, any accounts receivable (whether now existing or arising in the future) of the Parent Guarantor or any of its Subsidiaries, and any assets related thereto including, without limitation, all Equity Interests and other investments in any Receivables Subsidiary, all collateral securing such accounts receivable, all contracts and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable, other than assets that constitute Shared Collateral or proceeds of Shared Collateral.

“Qualified Replacement Assets” means assets used or useful in the business of Obligors that shall be Shared Collateral, as set forth in Section 3.09(b) hereof.

“Quarterly Freeflow BRL Amount” has the meaning specified in the definition of Quarterly Freeflow Threshold.

“Quarterly Freeflow Date” means, in relation to any Quarterly Reporting Period, the first Business Day in that Quarterly Reporting Period on which the aggregate balance on deposit in the Collection Accounts is equal to or greater than the Quarterly Freeflow Threshold; provided that if (i) the aggregate balance on deposit in the USD Blocked Account and the Collection Accounts on the first Business Day in that Quarterly Reporting Period is equal to or greater than the applicable Quarterly Freeflow USD Amount, and (ii) then the aggregate balance on deposit in the BRL Payment Account on the first Business Day in that Quarterly Reporting Period is equal to or greater than the applicable Quarterly Freeflow BRL Amount (in each case as demonstrated by a bank account statement provided to the Brazilian Collateral Agent in an Officer’s Certificate), then the Quarterly Freeflow Date shall be the date that is the first Business Day in that Quarterly Reporting Period. For the purposes of converting any amounts from Brazilian reais into U.S. dollars, the rate of exchange shall be the Currency Conversion Rate applicable to the Distribution Date that occurred prior to the start of the relevant Quarterly Reporting Period. Notwithstanding the fact that the Convertible Debentures are payable in Brazilian reais, as a result of the fact that payments under the Convertible Debentures are linked to U.S. dollars, for the purposes of determining the Quarterly Freeflow Date, amounts in the USD Blocked Account shall be permitted to be counted with respect to the Quarterly Freeflow BRL Amount with respect to the Convertible Debentures.

“Quarterly Freeflow Threshold” means, in relation to any Quarterly Reporting Period, the amount estimated by the Parent Guarantor in a Quarterly Freeflow Threshold Statement as being necessary to satisfy in full all obligations that would be due and payable under clauses (1) through (7) of the USD Payment Waterfall (the “Quarterly Freeflow USD Amount”) and clauses (1) through (5) of the BRL Payment Waterfall, which, in the event that any of the AerCap Secured Obligations are or will be, discharged through the Payment Waterfalls on such applicable Distribution Date, shall include all such amounts), in respect of all Distribution Dates occurring in the relevant Quarterly Reporting Period (the “Quarterly Freeflow BRL Amount”). For the purposes of converting any amounts from Brazilian reais into U.S. dollars, the rate of exchange shall be the Currency Conversion Rate applicable to the Distribution Date that occurred prior to the start of the relevant Quarterly Reporting Period. If the Parent Guarantor fails to provide the Quarterly Freeflow Threshold Statement with respect to a Quarterly Reporting Period, there shall be no Quarterly Freeflow Date for such relevant Quarterly Reporting Period unless and until the Parent Guarantor provides a Quarterly Freeflow Threshold Statement for such Quarterly Reporting Period, provided that nothing shall limit any of the Holders’, the Trustee’s or any Collateral Agent’s rights and remedies against such failure in accordance with the Transaction Documents.

“Quarterly Freeflow Threshold Statement” means, in relation to any Quarterly Reporting Period, a statement prepared by the Parent Guarantor or another Obligor indicating the Quarterly Freeflow Threshold for such Quarterly Reporting Period.

“Quarterly Freeflow USD Amount” has the meaning specified in the definition of Quarterly Freeflow Threshold.

“Quarterly Reporting Period” means (a) initially, the period commencing on the Closing Date and ending on September 30, 2023 and (b) thereafter, each successive period of three consecutive months.

“Rating Agency” means Standard & Poor’s, Fitch or Moody’s; or if Standard & Poor’s, Fitch or Moody’s are not making rating of the applicable Series of Notes publicly available, an internationally recognized rating agency or agencies, as the case may be, selected by the Parent Guarantor, which will be substituted for Standard & Poor’s, Fitch or Moody’s, as the case may be.

“Rating Decline” means that at any time within 90 days (which period shall be extended so long as the rating of the applicable Series of Notes is under publicly announced consideration for possible downgrade by any Rating Agency) after the date of public notice of a Parent Change of Control, or of the Parent Guarantor’s intention or that of any other Person to effect a Parent Change of Control, the then-applicable rating of the applicable Series of Notes is decreased by (i) if three Rating Agencies are making ratings of the applicable Series of Notes publicly available, at least two of the Rating Agencies, or (ii) if two or fewer Rating Agencies are making ratings of the applicable Series of Notes publicly available, then each of the Rating Agencies, by one or more categories; provided that any such Rating Decline results from a Parent Change of Control; provided, that the Trustee shall have no obligation to monitor the rating of any Series of Notes nor to determine if and when any Rating Decline has occurred.

“Receivables Subsidiary” means a Subsidiary of the Parent Guarantor or any of its Subsidiaries which engages in no activities other than in connection with a Qualified Receivables Transaction and which is designated by the Board of Directors of such Subsidiary as a Receivables Subsidiary; provided that (a) no portion of its Indebtedness or any other obligations (contingent or otherwise) (i) is guaranteed by the Parent Guarantor or any of its Subsidiaries that is not a Receivables Subsidiary (other than comprising a pledge of the Capital Stock or other interests in such Receivables Subsidiary (an “incidental pledge”), and excluding any guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with a Qualified Receivables Transaction), (ii) is recourse to or obligates the Parent Guarantor or any of its Subsidiaries in any way other than through an incidental pledge or pursuant to representations, warranties, covenants, indemnities or other obligations that are usual and customary for a limited recourse financing in the applicable jurisdiction in connection with a Qualified Receivables Transaction or (iii) subjects any property or asset of the Parent Guarantor or any of its Subsidiaries that is not a Receivables Subsidiary (other than accounts receivable and related assets as provided in the definition of “Qualified Receivables Transaction”), directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with a Qualified Receivables Transaction, (b) with which neither the Parent Guarantor nor any of its Subsidiaries that is not a Receivables Subsidiary has any material contract, agreement, arrangement or understanding (other than pursuant to the Qualified Receivables Transaction) other than (i) on terms no less favorable to the Parent Guarantor or such Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Parent Guarantor, and (ii) fees payable in the ordinary course of business in connection with servicing accounts receivable and (c) with which neither the Parent Guarantor nor any of its Subsidiaries has any obligation to maintain or preserve such Subsidiary’s financial condition, other than a minimum capitalization in customary amounts, or to cause such Subsidiary to achieve certain levels of operating results.

“Recovery Event” means any settlement of or payment in respect of any property or casualty insurance claim or any condemnation proceeding relating to any Shared Collateral.

“Remedies Action” has the meaning given to such term in the Intercreditor Agreement.

“Remedies Direction” has the meaning given to such term in the Intercreditor Agreement.

“Representatives” refers to the trustee, administrative agent, fiduciary agent, collateral agent or similar representative for any Series of Secured Debt and includes the Trustee, the U.S. Collateral Agent, the Brazilian Collateral Agent, the AerCap Representative and the Convertible Debentures Representative.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Global Note” means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as applicable.

“Regulation S Permanent Global Note” means one or more permanent Global Notes in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Notes Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of a Regulation S Temporary Global Note upon expiration of the Restricted Period.

“Regulation S Temporary Global Note” means one or more temporary Global Notes in the form of Exhibit A hereto bearing the Global Note Legend, the Private Placement Legend and the Regulation S Temporary Global Note Legend and deposited with or on behalf of and registered in the name of the Notes Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 903.

“Regulation S Temporary Global Note Legend” means the legend set forth in Section 2.08(g)(iii) hereof.

“Relevant Date” means, with respect to any payment on the Notes, whichever is the later of: (i) the date on which such payment first becomes due; and (ii) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which notice is given to the Holders that the full amount has been received by the Trustee.

“Required Payments” means the USD Required Payments and the BRL Required Payments.

“Requisite Noteholders” means, at any time, in relation to the relevant Series of Notes, Holders holding more than 50% of the aggregate outstanding principal amount of the Notes of the relevant Series.

“Responsible Officer” means, (a) with respect to any Person (other than the Trustee or a Collateral Agent), the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary, any Director, any Manager, any Managing Member, any Vice-President, any attorney-in-fact or any other person duly appointed to perform corporate duties of such Person, and (b) with respect to the Trustee or a Collateral Agent, any officer within the Corporate Trust Office of the Trustee or Collateral Agent, as applicable (or any successor division, unit or group of the Trustee or a Collateral Agent, as applicable) who shall have direct responsibility for the administration of this Indenture, any Collateral Documents or any Azul Cargo Collateral Documents.

“Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.

“Restricted Global Note” means a Global Note bearing the Private Placement Legend.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Period” means (1) in the case of the Notes, the 40-day period after the latest to occur of (a) the commencement of the sale of the Notes and (b) the date hereof and (2) in the case of any Additional Notes, the 40-day period after the later to occur of (a) the commencement of the sale of the Additional Notes and (b) the issue date of such Additional Notes.

“Rule 144” means Rule 144 promulgated under the Securities Act.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Rule 903” means Rule 903 promulgated under the Securities Act.

“Rule 904” means Rule 904 promulgated under the Securities Act.

“S&P” means Standard & Poor’s Ratings Services.

“Sale of a Grantor” means (i) with respect to any Shared Collateral, an issuance, sale, lease, conveyance, transfer or other disposition of the Capital Stock of the applicable Grantor that owns such Shared Collateral, and (ii) with respect to any Azul Cargo Collateral, an issuance, sale, lease, conveyance, transfer or other disposition of the Capital Stock of the applicable Grantor that owns such Azul Cargo Shared Collateral.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Secured Debt” means First Priority Secured Debt and Notes Secured Debt.

“Secured Debt Documents” means First Priority Secured Debt Documents and Notes Documents.

“Secured Debt Representatives” means the First Priority Secured Debt Representatives and the Trustee.

“Secured Obligations” means the First Priority Secured Obligations and the Notes Secured Obligations.

“Secured Parties” means the First Priority Secured Parties and the Notes Secured Parties.

“Security Agreement” means that certain Security Agreement governed by New York law, dated on or prior to the Closing Date, among the Issuer, the IP Parties, the Parent Guarantor, the U.S. Collateral Agent, and each Secured Debt Representative, as it may be amended and restated from time to time.

“Series” or “Series of Notes” means each series of Notes or other debt instruments of the Issuer created pursuant to Sections 2.01 and 2.02 hereof.

“Series of Azul Cargo Priority Secured Debt” means any series, issue, tranche or class (as applicable) of any Azul Cargo Priority Secured Debt issued or incurred under the same agreement.

“Series of First Priority Secured Debt” means each of (a) the AerCap Secured Obligations, (b) Indebtedness under the Convertible Debentures, and (c) any series, issue, tranche or class (as applicable) of Additional First Priority Secured Debt issued or incurred under a First Priority Secured Debt Document (with any Series of notes constituting First Priority Secured Debt issued under this Indenture being treated as a separate Series of First Priority Secured Debt). For the avoidance of doubt, (i) multiple Series of First Priority Secured Debt may be described by the foregoing clause (c), and (ii) any notes constituting First Priority Secured Debt may either be issued under this Indenture or any other First Priority Secured Debt Document.

“Series of Secured Debt” means any Series of First Priority Secured Debt and any Series of Notes.

“Service Agreements” means the service agreements, dated on or about the Closing Date, between each of (i) the IP Parties (as applicable), (ii) Walkers Fiduciary Limited in its capacity as share trustee and (iii) Azul.

“SGX-ST” means Singapore Exchange Securities Trading Limited.

“Shared Collateral” means:

(1)     (i) Other than the TudoAzul Trademarks and Azul Viagens Trademarks, any and all trademarks, service marks, brand names, designs, and logos throughout the world that, in each case, are owned, or later developed or acquired and owned, by the Parent Guarantor or any of its Subsidiaries and, in each case, include the word “Azul” and any and all successor or legacy brands with respect to any of the foregoing (the “Azul Trademarks”), and (ii) other than the TudoAzul Domain Names and Azul Viagens Domain Names, any and all domain names and social media accounts throughout the world that, in each case, are owned, or later developed or acquired and owned, by the Parent Guarantor or any of its Subsidiaries and, in each case, include the word “Azul,” including the “VoeAzul.com.br” domain name and any and all similar or successor domain names (the “Azul Domain Names”), including, in each case of (i) and (ii), (A) any and all causes of action and claims now or hereafter owned, or later developed or acquired and owned, by the Parent Guarantor or any of its Subsidiaries in respect of any of the foregoing, including the right to sue or otherwise recover for any and all past, present and future infringements or dilutions thereof and (B) any and all other trademark rights corresponding thereto, including any and all other trademark rights of any kind whatsoever accruing under the Azul Trademarks or Azul Domain Names; together, in each case with the goodwill of the business connected with such use of, and symbolized by, any of the foregoing (collectively, the “Azul Trademarks and Domains”).

(2)     Any and all Intellectual Property, including copyrights and Trade Secrets, that is (i) owned by the Parent Guarantor or any of its Subsidiaries and (ii) embodied in any proprietary software developed or acquired by the Parent Guarantor or any of its Subsidiaries after the Closing Date that is used or held for use exclusively in the Azul airline business (such Intellectual Property, together with the Azul Trademarks and Domains, the “Azul Brand IP”).

(3)     Other than the Azul Brand IP, any and all Intellectual Property, in each case, owned, or later developed or acquired and owned, by the Parent Guarantor or any of its Subsidiaries (including the IP Parties) (excluding TudoAzul Customer Data and Azul Traveler Data) and used or held for use in the operation of, or otherwise required or necessary to operate, the Azul airline business, the TudoAzul Program or the Azul Viagens Business, including (a) the TudoAzul Trademarks, TudoAzul Domain Names, Azul Viagens Trademarks and Azul Viagens Domain Names, (b) the Azul Mobile App IP, (c) the Azul Proprietary Technology, (d) the TudoAzul Proprietary Software, and (e) any and all causes of action and claims now or hereafter owned, or later developed or acquired and owned, by the Parent Guarantor or any of its Subsidiaries in respect of any of the foregoing, including the right to sue or otherwise recover for any and all past, present and future infringements or dilutions thereof and (f) any and all other trademark rights corresponding thereto, including any and all trademark rights of any kind whatsoever accruing under the TudoAzul Trademarks, TudoAzul Domain Names, Azul Viagens Trademarks or Azul Viagens Domain Names; together, in each case with the goodwill of the business connected with such use of, and symbolized by, any of the foregoing (collectively, the “Azul Other IP”, and together with the Azul Brand IP, the “Contributed Intellectual Property”). The term “Contributed Intellectual Property” expressly excludes (i) any and all Intellectual Property used or held for use exclusively in the operation of the Azul Cargo Business and (ii) the trademark “Azul Cargo”, the domain name “www.azulcargo.com.br” and the other Azul Cargo Intellectual Property.

(4)     each of IP HoldCo’s, IP Co’s, Azul’s and Azul Linhas’ rights under the following agreements (each as defined herein): (a) each Contribution Agreement; (b) each IP License; (c) the Management Agreement and (d) each other contribution agreement, license or sublicense related to the Contributed Intellectual Property that is required to be entered into after the Closing Date pursuant to the terms of any Transaction Documents;

(5)     one Cayman equitable share mortgage, of 100% of the shares held by each of (i) the Parent Guarantor, (ii) Azul Linhas, (iii) IntelAzul and (iv) Azul Viagens in IP HoldCo (and for the avoidance of doubt, excluding the special share held by the Special Shareholder), governed by Cayman Islands law;

(6)     a Cayman equitable share mortgage of 100% of the shares held by IP HoldCo in IP Co (and for the avoidance of doubt, excluding the special share held by the Special Shareholder), governed by Cayman Islands law;

(7)     a Fiduciary Transfer of 100% of the equity interests held by the Parent Guarantor in IntelAzul, governed by Brazilian law;

(8)     a Fiduciary Transfer of 100% of the equity interests held by Azul Linhas and one individual in Azul Viagens, governed by Brazilian law;

(9)     a Fiduciary Assignment (which is the TudoAzul Fiduciary Assignment) in respect of (i) the receivables under the Assigned TudoAzul Agreements, (ii) the Designated TudoAzul Credit Card and Debit Card Receivables, and (iii) the TudoAzul Receivables Deposit Account, governed by Brazilian law;

(10)     a Fiduciary Assignment (which is the Azul Viagens Fiduciary Assignment) in respect of (i) the receivables under the Assigned Azul Viagens Agreements, (ii) the Designated Azul Viagens Credit Card and Debit Card Receivables, and (iii) the Azul Viagens Receivables Deposit Account, governed by Brazilian law;

(11)     one or more control agreements over each of the TudoAzul Receivables Deposit Account and the Azul Viagens Receivables Deposit Account, governed by Brazilian law;

(12)     a Fiduciary Assignment in respect of the receivables under the Intercompany Loan Agreements, governed by Brazilian law;

(13)     a pledge and control agreement over the USD Payment Account, the USD Blocked Account and the USD Collateral Account, each of which is located in the United States, governed by New York law (which, in each case, shall cover the funds contained in such accounts) among the Issuer, the U.S. Collateral Agent and UMB Bank, N.A.;

(14)     a Fiduciary Assignment and a control agreement governed by Brazilian law, over the BRL Payment Account, the BRL Blocked Account and the BRL Collateral Account, each of which is located in Brazil (which, in each case, shall cover the funds contained in such accounts);

(15)    a pledge agreement, governed by New York law, over Azul Linhas’ right, title and interest (including payment rights) in, to and under all securities and any other stock or stock equivalent of the Issuer;

(16)    a security agreement over all other right, title and interest (including partnership interest), whether now owned or hereafter existing and wherever located, in, to and under all assets of the IP Parties and the Issuer governed by New York law.

(17)     any Additional Collateral; and

(18)     any Additional Intercompany Indebtedness Collateral.

“Share Trustee” means Walkers Fiduciary Limited in its capacity as share trustee under the Service Agreements.

“Significant Subsidiary” means any subsidiary of the Parent Guarantor (or any successor) which at the time of determination either (a) had assets which, as of the date of the Parent Guarantor’s (or such successor’s) most recent quarterly consolidated balance sheet, constituted at least 10% of the Parent Guarantor’s (or such successor’s) total assets on a consolidated basis as of such date, or (b) had revenues for the 12-month period ending on the date of the Parent Guarantor’s (or such successor’s) most recent quarterly consolidated statement of income which constituted at least 10% of the Parent Guarantor’s (or such successor’s) total revenues on a consolidated basis for such period.

“Special Shareholder” means, with respect to each IP Party, the Special Shareholder (as defined in such the Specified Organizational Document of such IP Party) with respect to such IP Party. On the Closing Date, the Special Shareholder shall be Walkers Fiduciary Limited.

“Specified Acquisition Entity” means any entity that is (a) acquired by the Parent Guarantor or any of its Subsidiaries (other than an IP Party) after the Closing Date (whether such entity becomes a wholly- or less than wholly-owned Subsidiary thereof) or (b) another commercial airline (including any business lines or divisions thereof) with which the Parent Guarantor or such a Subsidiary of the Parent Guarantor merges or enters into an acquisition transaction.

“Specified IP” means certain Contributed Intellectual Property which cannot be transferred or contributed directly or indirectly to IP Co due to applicable law, domain registrar restrictions or existing contractual restrictions.

“Specified Obligor Change of Control” means the occurrence of any of the following:

(i)    the failure of Azul Linhas to directly own 100% of the limited partnership interests in the Issuer;

(ii)    the failure of Azul Linhas to directly own 100% of the equity interests (other than the special share issued to the Special Shareholder) of IP HoldCo; or

(iii)    the failure of IP HoldCo to directly own 100% of the equity interests (other than the special share issued to the Special Shareholder) of IP Co.

“Specified Organizational Documents” means (i) the Amended and Restated Memorandum and Articles of Association of IP Co, dated the Closing Date and (ii) the Amended and Restated Memorandum and Articles of Association of IP HoldCo, dated the Closing Date, in each case, as amended, restated or otherwise modified from time to time as permitted thereby and by the Indenture and the Collateral Documents.

“Stated Maturity” means, with respect to any installment of interest or principal on the Notes of the relevant Series, the date on which the payment of interest or principal was scheduled to be paid under this Indenture, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Stock” means all shares, shares of capital stock (whether denominated as common stock or preferred stock), equity interests, beneficial, partnership, limited liability company or membership interests, joint venture interests, participations or other ownership or profit interests in or equivalents (regardless of how designated) of or in a Person (other than an individual), whether voting or non-voting; provided, that any instrument evidencing Indebtedness convertible or exchangeable for Stock shall not be deemed to be Stock, unless and until any such instruments are so converted or exchanged.

“Sublicense” means that certain sublicense agreement entered into among IP HoldCo, Azul Linhas and, solely for the purposes described therein, the Parent Guarantor, dated as of the Closing Date, pursuant to which IP HoldCo has granted Azul Linhas an exclusive, worldwide sublicense to the Contributed Intellectual Property.

“Subordinated Indebtedness” means Indebtedness of the Parent Guarantor or any of its Subsidiaries that is contractually subordinated in right of payment to the Notes and the Note Guarantees.

“Subsidiary” means, with respect to any Person:

(1)    any corporation, company, association or other business entity (other than a partnership, joint venture or limited liability company) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person (or a combination thereof); and

(2)    any partnership, joint venture or limited liability company of which (a) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or a combination thereof, whether in the form of membership, general, special or limited partnership interests or otherwise and (b) such Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

“Tax” and “Taxes” (including the correlative term “Taxation”) means any and all present or future taxes, levies, imposts, duties, assessments, fees, deductions, charges or withholdings imposed by any Governmental Authority, including any interest, additions to tax, fines or penalties applicable thereto.

“Transfer Agent” means UMB Bank, N.A. and any other Person authorized by the Issuer to effectuate the exchange or transfer of any Note on behalf of the Issuer hereunder.

“Third Party Processors” means a third-party provider or other third party that accesses, collects, stores, transmits, transfers, processes, discloses or uses Personal Data on behalf of an Obligor.

“Third-Party Rights” means, with respect to any Contributed Intellectual Property, any rights existing on the Closing Date granted to any Person (other than the Parent Guarantor or any of its Subsidiaries) to use such Contributed Intellectual Property under the TudoAzul Agreements or Azul Viagens Agreements in existence as of the Closing Date or other non-exclusive licenses granted to any Person (other than the Parent Guarantor or any of its Subsidiaries) in the ordinary course.

“Trade Secrets” means all confidential and proprietary information, including trade secrets (as defined under the Uniform Trade Secrets Act or the Federal Defend Trade Secrets Act of 2016) and proprietary know-how, which may include all inventions (whether or not patentable), invention disclosures, methods, processes, designs, algorithms, source code, customer lists and data, databases, compilations, collections of data, practices, processes, specifications, test procedures, flow diagrams, research and development, and formulas.

“Transaction Documents” means the Notes Documents, the Collateral Documents, the Azul Cargo Collateral Documents, the IP Agreements, the Deeds of Undertaking, the Services Agreements and the Specified Organizational Documents.

“Travel Package Business” means the business of operating and providing travel products and services through the contracting, booking, and/or packaging together of one or more of the various components of a vacation, such as flights, hotels, cruises, car hire, transfers, other transportation, meals, guides, tours, activities, attractions, experiences and insurance.

“Travel Package Business Lien” means a pledge as Collateral, on the same or equivalent basis and in the same or equivalent manner as the Azul Viagens Business, of all or substantially all of the receivables (representing at least 80% of gross billings or equivalent, calculated in the same manner as Azul Viagens Gross Billings but substituting references to the Azul Viagens Business with references to such Travel Package Business) and cash proceeds arising under such Travel Package Business and all of the Intellectual Property of such Travel Package Business (but solely to the extent that such Intellectual Property would be included in the definition of Azul Other IP, substituting references to Azul Viagens with references to such Travel Package Business), and whereby all receivables and cash proceeds arising under such Travel Package Business are paid to the Collection Account (or such other collection account of the Parent Guarantor or another Obligor that is subject to the lien of the Brazilian Collateral Agent for the benefit of the Secured Parties and under the exclusive control of the Brazilian Collateral Agent as an entitlement holder which shall be designated as a Collection Account (including for the purposes of the Debt Service Coverage Ratio)), in each case, subject to Third-Party Rights and other Permitted Collateral Liens.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, and the rules and regulations thereunder as in effect on the date of this Indenture.

“Trustee” means UMB Bank, N.A., as trustee, until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

“TudoAzul Agreements” means any currently existing or future co-branding, partnering or similar agreements with third parties entered into by the Parent Guarantor or any of its Subsidiaries in connection with the TudoAzul Program, including any amendment thereof and any other agreement entered into with the same party in substitution for, or supplementary to, the existing agreements, and all related ancillary agreements, documents and emails.

“TudoAzul Customer Data” means any and all personal data owned or controlled (within the meaning of the LGPD), or later developed or acquired and owned or controlled (within the meaning of the LGPD), by the Parent Guarantor or any of its Subsidiaries and used, generated, or produced as part of the TudoAzul Program (including Clube TudoAzul), including any and all of the following: (i) a list of all members of the TudoAzul Program (including Clube TudoAzul) owned by the Parent Guarantor or any of its Subsidiaries from time to time; and (ii) the Member Profile Data for each member of the TudoAzul Program (including Clube TudoAzul) owned by the Parent Guarantor or any of its Subsidiaries from time to time.

“TudoAzul Domain Names” means (i) any and all domain names and social media accounts throughout the world that, in each case, are owned, or later developed or acquired and owned, by the Parent Guarantor or any of its Subsidiaries and, in each case, include the word “Tudo,” including the “TudoAzul.com.br” domain name and (ii) any and all similar, legacy or successor domain names with respect to any of the foregoing.

“TudoAzul Fiduciary Assignment” means the Fiduciary Assignment in respect of (i) the receivables under the Assigned TudoAzul Agreements, (ii) the Designated TudoAzul Credit Card and Debit Card Receivables, and (iii) the TudoAzul Receivables Deposit Account, governed by Brazilian law.

“TudoAzul Gross Billings” in any Quarterly Reporting Period means the total amount, calculated in Brazilian reais, of all amounts billed, invoiced or otherwise charged to customers or business partners by the TudoAzul Program, in such Quarterly Reporting Period, minus any reversals in such amounts billed, invoiced or otherwise charged in respect of such Quarterly Reporting Period. Amounts in respect of the money portion of any “points plus money” transactions are not included in the calculation of TudoAzul Gross Billings.

“TudoAzul Program” means any Loyalty Program which is operated, owned or controlled, directly or indirectly, by the Parent Guarantor or any of its Subsidiaries, or principally associated with the Parent Guarantor or any of its Subsidiaries, in each case, as in effect from time to time, whether under the “TudoAzul” name or otherwise, in each case including any successor program, but excluding any Permitted Acquisition Loyalty Program. The TudoAzul Program includes Clube TudoAzul.

“TudoAzul Proprietary Software” means the proprietary software for the web service layer developed by or on behalf of the Parent Guarantor or any of its Subsidiaries for use in connection with the TudoAzul Program, including the source code thereof.

“TudoAzul Receivables Deposit Account” means the relevant account described in the TudoAzul Fiduciary Assignment in the name of Azul Linhas in Brazilian reais maintained in Brazil and subject to the TudoAzul Fiduciary Assignment and an Account Control Agreement (under the sole dominion and control of the Account Bank under the direction of the Brazilian Collateral Agent).

“TudoAzul Trademarks” means (i) any and all trademarks, service marks, brand names, designs, and logos throughout the world that, in each case, are owned, or later developed or acquired and owned, by the Parent Guarantor or any of its Subsidiaries and, in each case, include the word “Tudo” (including the combined wordmark “TudoAzul”), and (ii) any and all successor or legacy brands with respect to any of the foregoing.

“UCC” means the Uniform Commercial Code as in effect from time to time in any applicable jurisdiction.

“Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend.

“Unrestricted Global Note” means a permanent Global Note substantially in the form of Exhibit A hereto that bears the Global Note Legend and that has the “Schedule of Increases or Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and registered in the name of the Notes Depositary, representing Notes that do not bear the Private Placement Legend.

“U.S. Collateral Agent” means UMB Bank, N.A.

“USD Blocked Account” means a segregated account in U.S. dollars (with permission to hold balances through investments in Cash Equivalents), in the name of the Issuer, maintained in New York and subject to a security agreement and Account Control Agreement (under the sole dominion and control of the U.S. Collateral Agent).

“USD Collateral Account” means a segregated non-interest bearing trust account in U.S. dollars, in the name of the Issuer (or, at the option of the Parent Guarantor, any Obligor) and under the sole dominion and control of the U.S. Collateral Agent into which amounts from the Collection Accounts are to be transferred on each Post-Default Distribution Date when a Remedies Direction has been given and remains in effect.

“USD First Priority Secured Debt” means First Priority Secured Debt that is denominated in U.S. dollars, other than the AerCap Secured Obligations.

“USD Payment Account” means a segregated non-interest-bearing account in U.S. dollars, in the name of the Issuer, maintained in New York and subject to a security agreement and an Account Control Agreement (under the sole dominion and control of the U.S. Collateral Agent) into which USD Required Payments are to be transferred from the Collection Accounts in a Lockbox Structure when no Remedies Direction has been given and remains in effect.

“USD Payment Waterfall” has the meaning given in the Intercreditor Agreement.

“USD Required Payments” means the amounts necessary to satisfy in full all obligations then due and payable under clauses (1) through (7) of the USD Payment Waterfall.

“US IGA” means the intergovernmental agreement to improve international tax compliance and the exchange of information between the Cayman Islands and the United States.

“U.S. Person” means a U.S. person as defined in Rule 902(k) under the Securities Act.

“Voting Stock” means, with respect to any Person, Capital Stock of any class or kind ordinarily having the power to vote for the election of directors, managers or other voting members of the governing body of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1)    the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2)    the then outstanding principal amount of such Indebtedness; provided that for purposes of determining the Weighted Average Life to Maturity of any Indebtedness that is being modified, refinanced, refunded, renewed, replaced or extended, the effects of any prepayments or amortization made on such Indebtedness prior to the date of the applicable modification, refinancing, refunding, renewal, replacement or extension shall be disregarded.

Section 1.02.    Other Definitions.

Term	Defined in Section
“Additional Intercompany Indebtedness Collateral”	13.11(b)
“AerCap Secured Obligations Cap”	Definition of “AerCap Secured Obligations”
“Applicable Mandatory Repurchase Offer Proceeds”	3.09(a)
"Assumption Motion"	Definition of “Chapter 11 Case Milestones”
"Assumption Order"	Definition of “Chapter 11 Case Milestones”
“Authentication Order”	2.04
“Azul”	Preamble
“Azul Cargo Collateral Standstill”	13.3
“Azul Domain Names”	Definition of “Shared Collateral”
“Azul Trademarks”	Definition of “Shared Collateral”
Term	Defined in Section
---	---
“Additional Amounts”	4.26
“Affiliate Transaction”	4.14
“Allocated Points”	4.11
“Annual Appraisal”	4.18
“Anticipated Designated Azul Cargo Credit Card and Debit Card Receivables”	4.05
“Anticipated Designated Azul Viagens Credit Card and Debit Card Receivables”	4.02
“Anticipated Designated TudoAzul Credit Card and Debit Card Receivables”	4.02
“Azul Brand IP”	Definition of “Shared Collateral”
“Azul Other IP”	Definition of “Shared Collateral”
“Azul Trademarks and Domains”	Definition of “Shared Collateral”
“Azul Viagens Customer Data”	4.24
“Azul Viagens Receivables Coverage Covenant”	4.02
“Bankruptcy Automatic Acceleration”	6.02
“Bankruptcy Court”	Definition of “Chapter 11 Case Milestones”
“Blocked Pre-paid Amount”	4.11
“Blocked Pre-paid Points Purchase”	4.11
“BRL Azul Cargo Credit Card and Debit Card Receivables”	4.05
“BRL Azul Viagens Credit Card and Debit Card Receivables”	4.02
“BRL TudoAzul Credit Card and Debit Card Receivables”	4.02
“Chapter 11 Debtor”	Definition of “Chapter 11 Case Milestones”
“Contingent Payment Event Proceeds”	3.09(a)
“Contributed Intellectual Property”	Definition of “Shared Collateral”
“Covenant Defeasance”	8.03
“Database Control Agreement”	4.24
“Designated Azul Cargo Credit Card and Debit Card Receivables”	4.05
“Designated Azul Viagens Credit Card and Debit Card Receivables”	4.02
“Designated TudoAzul Credit Card and Debit Card Receivables”	4.02
“Event of Default”	6.02(a)
“Excess Points Net Proceeds”	3.08(a)
“Excess Recovery Event Proceeds”	3.09(a)
“First Priority Secured Debt Change of Control Offer”	4.35
Term	Defined in Section
---	---
“Foreign Azul Cargo Card Receivables”	4.05
“Foreign Azul Viagens Card Receivables”	4.02
“Foreign TudoAzul Card Receivables”	4.02
“Issuer Substitution Documents”	4.19
“Legal Defeasance”	8.02
“LTV Step-up Amount”	Definition of “Interest Rate”
“Mandatory Offer Repurchase Price”	3.09(c)
“Mandatory Prepayment Event”	3.08(a)
“Mandatory Repurchase Date”	3.09(c)
“Mandatory Repurchase Offer”	3.09(a)
“Mandatory Repurchase Offer Event”	3.09(a)
“Mandatory Repurchase Offer Period”	3.09(c)
“Mandatory Repurchase Offer Notices”	3.09(c)
“Note Guarantees”	10.01(a)
“Note Register”	2.05
“Notes Prepayment Amount”	3.08
“Notes Secured Parties”	13.01
“Parent Change of Control Offer”	4.35(a)
“Parent Change of Control Payment”	4.35(a)
“Parent Change of Control Payment Date”	4.35(a)
“Parent” or “Parent Guarantor”	Preamble
“Paying Agent”	2.05
“Permitted Basket Net Proceeds”	4.11
“Permitted Brazilian Dividends”	4.12
“Permitted Person”	Definition of “Parent Change of Control”
“Permitted Pre-paid Points Basket Amount”	3.08
“Petition Date”	Definition of “Chapter 11 Case Milestones”
“Points Allocation Officer’s Certificate”	4.11
“Points Allocation Release Amount”	4.11
“Pre-paid Point”	4.11
“Prepayment Date”	3.08(a)
“Price-per-Point”	4.11
“Price-per-Point Certificate”	4.11
“Recovery Event Proceeds”	3.09(a)
“Registrar”	2.05
“Relevant Leases”	Definition of “AerCap Secured Obligations”
Term	Defined in Section
---	---
“Relevant Lessors”	Definition of “AerCap Secured Obligations”
“Required Currency”	12.18
“Restricted Payments”	4.12
“Substituted Issuer”	4.19
“Taxing Jurisdiction”	4.26
“TudoAzul Receivables Coverage Covenant”	4.02
“Quarterly Freeflow BRL Amount”	Definition of “Quarterly Freeflow Threshold”
“Quarterly Freeflow USD Amount”	Definition of “Quarterly Freeflow Threshold”
“Voluntary Contributions”	4.06

Section 1.03.    [Reserved].

Section 1.04.    Rules of Construction.

Unless the context otherwise requires:

(a)a term has the meaning assigned to it;

(b)an accounting term not otherwise defined has the meaning assigned to it in accordance with IFRS;

(c)“or” is not exclusive;

(d)words in the singular include the plural, and in the plural include the singular;

(e)“will” shall be interpreted to express a command;

(f)provisions apply to successive events and transactions;

(g)references to sections of, or rules under, the Securities Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time;

(h)unless the context otherwise requires, any reference to an “Article,” “Section,” “clause” or “Exhibit” refers to an Article, Section, clause or Exhibit, as the case may be, of this Indenture; and

(i)the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not any particular Article, Section, clause, other subdivision or Exhibit.

Section 1.05.    Acts of Holders.

(a)Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee, the Collateral Agents, if applicable, and, where it is hereby expressly required, to the Issuer. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of the Trustee, the Collateral Agents and the Issuer, if made in the manner provided in this Section 1.05.

(b)The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute proof of the authority of the Person executing the same. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient.

(c)The ownership of Notes shall be proved by the Note Register.

(d)Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of any action taken, suffered or omitted by the Trustee, the Collateral Agents or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

(e)The Issuer may set a record date for purposes of determining the identity of Holders entitled to give any request, demand, authorization, direction, notice, consent, waiver or take any other act, or to vote or consent to any action by vote or consent authorized or permitted to be given or taken by Holders. Unless otherwise specified, if not set by the Issuer prior to the first solicitation of a Holder made by any Person in respect of any such action, or in the case of any such vote, prior to such vote, any such record date shall be the later of 30 days prior to the first solicitation of such consent or the date of the most recent list of Holders furnished to the Trustee prior to such solicitation.

(f)Without limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this Section 1.05(f) shall have the same effect as if given or taken by separate Holders of each such different part.

(g)Without limiting the generality of the foregoing, a Holder, including DTC that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders, and DTC that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such depositary’s standing instructions and customary practices.

(h)The Issuer may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by DTC entitled under the procedures of such depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not such Holders remain Holders after such record date. No such request, demand, authorization, direction, notice, consent, waiver or other action shall be valid or effective if made, given or taken more than 90 days after such record date.

ARTICLE 2

THE NOTES

Section 2.01.    Issuable in Series.

The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited, subject to the other provisions of this Indenture. The Notes may be issued in one or more Series. All Notes of a Series shall be identical except as may be set forth in a Notes Supplemental Indenture entered into by the Issuer, the Guarantors, the Trustee and the Collateral Agents pursuant to Section 9.01 and detailing the adoption of the terms thereof, provided that other than in respect of the 2029 Notes and the 2030 Notes, any such Series must constitute a Series of First Priority Secured Debt. In the case of Notes of a Series to be issued from time to time, the Notes Supplemental Indenture may provide for the method by which specified terms (such as interest rate, maturity date, record date or date from which interest shall accrue) are to be determined. Notes may differ between Series in respect of any matters, provided that all Series of Notes shall be equally and ratably entitled to the benefits of this Indenture.

Section 2.02.    Establishment of Terms of Series of Securities.

At or prior to the issuance of any Notes within a Series, the following shall be established (as to the Series generally, in the case of Subsection 2.02(a) and either as to such Notes within the Series or as to the Series generally in the case of Subsections 2.02(b) through 2.02(r)) by a Notes Supplemental Indenture:

(a)the title and designation of the Notes of the Series, which shall distinguish the Notes of the Series from the Notes of all other Series, and which may be part of a Series of Notes previously issued;

(b)any limit upon the aggregate principal amount of the Notes of the Series that may be authenticated and delivered under this Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes of the Series pursuant to Sections 2.08, 2.09, 2.12, 3.06 or 9.05);

(c)the date or dates on which the principal of the Notes of the Series is payable or the method of determination thereof;

(d)the rate or rates (which may be fixed or variable) at which the Notes of the Series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable, the terms and conditions of any deferral of interest and the additional interest, if any, thereon, the right, if any, of the Issuer to extend the interest payment periods and the duration of the extensions and the date or dates on which a record shall be taken for the determination of Holders to whom interest is payable and/or the method by which such rate or rates or date or dates shall be determined;

(e)the place or places where and the manner in which, the principal of and any interest on Notes of the Series shall be payable;

(f)the right, if any, of the Issuer to redeem Notes, in whole or in part, at its option and the period or periods within which, or the date or dates on which, the price or prices at which and any terms and conditions upon which Notes of the Series may be so redeemed, pursuant to any sinking fund or otherwise;

(g)the obligation, if any, of the Issuer to redeem, purchase or repay Notes of the Series pursuant to any mandatory redemption, sinking fund or analogous provisions or at the option of a Holder thereof and the price or prices at which and the period or periods within which or the date or dates on which, and any terms and conditions upon which Notes of the Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;

(h)if the Notes of such Series are subordinated Notes, the terms pursuant to which the Notes of such Series will be made subordinate in right of payment to senior debt and the definition of such senior debt with respect to such Series (in the absence of an express statement to the effect that the Notes of such Series are subordinate in right of payment to all such senior debt, the Notes of such Series shall not be subordinate to senior debt and shall not constitute subordinated notes);

(i)if other than minimum denominations of US$175,000 and any integral multiples of US$1.00 in excess thereof, the denominations in which Notes of the Series shall be issuable;

(j)if other than the principal amount thereof, the portion of the principal amount of Notes of the Series which shall be payable upon declaration of acceleration of the maturity thereof and the terms and conditions of any acceleration;

(k)whether and under what circumstances the Issuer will pay additional amounts on the Notes of the Series held by a person who is not a U.S. person in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Issuer will have the option to redeem the Notes of the Series rather than pay such additional amounts;

(l)if the Notes of the Series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Note of such Series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and terms of such certificates, documents or conditions;

(m)any trustees, depositaries, authenticating or paying agents, transfer agents or registrars of any other agents with respect to the Notes of such Series;

(n)any deletion from, modification of or addition to the Events of Default or covenants with respect to the Notes of such Series, including, if applicable, covenants affording Holders of debt protection with respect to the Issuer’s operations, financial conditions and transactions involving the Issuer;

(o)if the Notes of the Series are to be convertible into or exchangeable for any other security or property of the Issuer, including, without limitation, securities of another Person held by the Issuer or its Affiliates and, if so, the terms thereof, including conversion or exchange prices or rate and adjustments thereto;

(p)any provisions for remarketing;

(q)the terms applicable to any Notes issued at a discount from their stated principal amount; and

(r)any other terms of the Series.

All Notes of any one Series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Indenture, if so provided by or pursuant to a Notes Supplemental Indenture referred to above, and the authorized principal amount of any Series may not be increased to provide for issuances of additional Notes of such Series, unless otherwise provided by a Notes Supplemental Indenture for a particular Series of Notes.

Section 2.03.    Form and Dating; Terms.

(a)General. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rules or usage. Each Note shall be dated the date of its authentication. The Notes shall be in minimum denominations of US$175,000 and integral multiples of US$1.00 in excess thereof.

(b)Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Increases or Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Increases or Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Increases or Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect prepayments, exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby resulting from exchange from one Global Note to another shall be made by the Trustee or the Collateral Agents, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.08 hereof.

(c)Temporary Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Notes Depositary, and registered in the name of the Notes Depositary or the nominee of the Notes Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided.

Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged, for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Notes Depositary or its nominee, as the case may be, in connection with transfers of interest, exchanges, prepayments and redemption as hereinafter provided.

(d)Terms.

The terms and provisions contained in the Notes in Exhibit A attached hereto shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

The Notes shall be subject to repurchase by the Issuer pursuant to a Mandatory Repurchase Offer as provided in Section 3.09 hereof or a Parent Change of Control Offer as provided in Section 4.35 hereof. The Notes shall not be redeemable or prepayable, other than as provided in Article 3.

Unless otherwise provided by a Notes Supplemental Indenture for a particular Series of Notes, Additional Notes of the same Series ranking pari passu with any then-outstanding Notes of a Series may be created and issued from time to time by the Issuer without notice to or consent of the Holders and shall be consolidated with and form a single class with the initial Notes of that Series and shall have identical terms and conditions (other than the issue price, issuance date, first Notes Interest Payment Date, the date from which interest will accrue and, to the extent necessary, certain temporary securities law transfer restrictions), will be secured on a pari passu basis (as to the same Series of Notes) by the Shared Collateral and the Azul Cargo Collateral; provided that if such Additional Notes are not fungible with the initial Notes of that Series for U.S. federal income tax purposes, such Additional Notes will have one or more separate CUSIP and/or other securities numbers; provided further, that the Issuer’s ability to issue Additional Notes shall be subject to the Issuer’s compliance with Section 4.10 hereof. Unless otherwise provided by a Notes Supplemental Indenture for a particular Series of Notes, any Additional Notes shall be issued with the benefit of an indenture supplemental to this Indenture.

(e)Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes that are held by Participants through Euroclear or Clearstream.

Section 2.04.    Execution and Authentication.

One or more Responsible Officers of the Issuer shall sign the Notes on behalf of the Issuer by manual, electronic or facsimile signature.

If a Responsible Officer of the Issuer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid.

A Note shall not be valid until authenticated by the manual, electronic or facsimile signature of the Trustee or an authenticating agent. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. A Note shall be dated the date of its authentication unless otherwise provided by a Notes Supplemental Indenture for a particular Series of Notes. At any time, from time to time, the Trustee shall upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver any Notes (including any Additional Notes) for an aggregate principal amount specified in such Authentication Order for such Notes (and any Additional Notes) issued hereunder.

The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent of services of notices and demands.

The aggregate principal amount of Notes of any Series outstanding at any time may not exceed any limit upon the maximum principal amount for such Series set forth in the Notes Supplemental Indenture delivered pursuant to Section 2.02, except as provided in Section 2.09.

Section 2.05.    Registrar, Paying Agent and Transfer Agent.

The Issuer shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. Each Transfer Agent shall notify the Trustee and the Registrar of any transfers or exchanges of Notes effected by it. The Issuer may have one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Paying Agent” includes any additional paying agent and the term “Transfer Agent” includes any additional transfer agent. The Issuer may change any Paying Agent or Registrar without prior notice to any Holder. If the Issuer fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuer hereby appoints the Trustee at its Corporate Trust Office as Registrar, Paying Agent and Transfer Agent for the Notes unless another Registrar, Paying Agent or Transfer Agent, as the case may be, is appointed prior to the time the Notes are first issued. The Issuer shall notify the Trustee of the name and address of any Agent not a party to this Indenture.

The Issuer initially appoints DTC to act as Notes Depositary with respect to the Global Notes.

Section 2.06.    Paying Agent to Hold Money in Trust.

The Issuer shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of interest, additional amounts, if any, principal and premium, if any, on the Notes, and shall notify the Trustee of any default by the Issuer in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Issuer, the Trustee shall serve as Paying Agent for the Notes.

Section 2.07.    Holder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders. If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee at least five Business Days before each Payment Date and at such other times as the Trustee may reasonably request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes.

Section 2.08.    Transfer and Exchange.

(a)Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.08, a Global Note may be transferred, in whole and not in part, only to another nominee of the Notes Depositary or to a successor Notes Depositary or a nominee of such successor Notes Depositary. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless (i) the Notes Depositary (x) notifies the Issuer that it is unwilling or unable to continue as Notes Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Notes Depositary is not appointed by the Issuer within 120 days or (ii) there shall have occurred and be continuing a Default with respect to the Notes. Upon the occurrence of any of the preceding events in (i) or (ii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Notes Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Section 2.09 and Section 2.12 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.08 or Section 2.09 or Section 2.12 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events in (i) or (ii) above and pursuant to Section 2.08(b)(ii)(B) and Section 2.08(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.08(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.08(b) or Section 2.08(c) hereof.

(b)Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Notes Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(i)Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Temporary Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than one of the Dealer Managers (as defined in the Offering Memorandum)). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.08(b)(i).

(ii)All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.08(b)(i) hereof, the transferor of such beneficial interest must deliver to the Registrar either (A) (1) a written order from a Participant or an Indirect Participant given to the Notes Depositary in accordance with the Applicable Procedures directing the Notes Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or (B) (1) subsequent to any of the events in clauses (i) or (ii) of Section 2.08(a), a written order from a Participant or an Indirect Participant given to the Notes Depositary in accordance with the Applicable Procedures directing the Notes Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Notes Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above; provided, that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Regulation S Temporary Global Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of the certificates in the form of Exhibit B hereto. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.08(h) hereof.

(iii)Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.08(b)(ii) hereof and the Registrar receives the following:

(A)if the transferee will take delivery in the form of a beneficial interest in a 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; or

(B)if the transferee will take delivery in the form of a beneficial interest in the Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.

(iv)Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any Holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.08(b)(ii) hereof and the Registrar receives the following:

(A)if the Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

(B)if the Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this Section 2.08(b)(iv), if the Registrar or Issuer so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar and Issuer to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

If any such transfer is effected pursuant to this Section 2.08(b)(iv) at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.04 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to this Section 2.08(b)(iv).

Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

(c)Transfer or Exchange of Beneficial Interests for Definitive Notes.

(d)Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any Holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon the occurrence of any of the events in clauses (i) or (ii) of Section 2.08(a) hereof and receipt by the Registrar of the following documentation:

(A)if the Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

(B)if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(C)if such beneficial interest is being transferred to a non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof;

(D)if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E)if such beneficial interest is being transferred to the Issuer, the Guarantors or any of their respective Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(F)if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.08(h) hereof, and the Issuer shall execute and upon receipt of an Authentication Order, the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.08(c) shall be registered in such name or names and in such authorized denomination or denominations as the Holder of such beneficial interest shall instruct the Registrar through instructions from the Notes Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.08(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(ii)Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes. Notwithstanding Section 2.08(c)(i)(A) and Section 2.08(c)(i)(C) hereof, a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Exhibit B hereto, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

(iii)Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A Holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events in subsection (i) or (ii) of Section 2.08(a) hereof and if the Registrar receives the following:

(A)if the Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

(B)if the Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case, if the Registrar or Issuer so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar and Issuer to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(iv)Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any Holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon the occurrence of any of the events in subsection (i) or (ii) of Section 2.08(a) hereof and satisfaction of the conditions set forth in Section 2.08(b)(ii) hereof, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.08(h) hereof, and the Issuer shall execute and, upon receipt of an Authentication Order, the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.08(c)(iv) shall be registered in such name or names and in such authorized denomination or denominations as the Holder of such beneficial interest shall instruct the Registrar through instructions from or through the Notes Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.08(c)(iv) shall not bear the Private Placement Legend.

(d)Transfer and Exchange of Definitive Notes for Beneficial Interests.

(i)Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

(A)if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

(B)if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(C)if such Restricted Definitive Note is being transferred to a non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof;

(D)if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E)if such Restricted Definitive Note is being transferred to the Issuer, the Guarantors or any of the Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(F)if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) of this Section 2.08(d)(i), the applicable Restricted Global Note, in the case of clause (B) of this Section 2.08(d)(i), the applicable 144A Global Note, and in the case of clause (C) of this Section 2.08(d)(i), the applicable Regulation S Global Note.

(ii)Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if the Registrar receives the following:

(A)if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

(B)if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this Section 2.08(d)(ii), if the Registrar or Issuer so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar and Issuer to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Upon satisfaction of the applicable conditions in this Section 2.08(d)(ii), the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

(iii)Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to clauses (ii) or (iii) of this Section 2.08(d) at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.04 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

(e)Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.08(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Transfer Agent or Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.08(e):

(i)Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

(A)if the transfer will be made pursuant to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B)if the transfer will be made pursuant to Rule 903 or Rule 904 then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; or

(C)if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications required by item (3) thereof, if applicable.

(ii)Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if the Registrar receives the following:

(A)if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

(B)if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this Section 2.08(e)(ii), if the Registrar or Issuer so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar and Issuer to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(iii)Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

(f)[Reserved].

(g)Legends. The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture:

(i)Private Placement Legend.

(A)Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear a legend in substantially the following form:

“[[in the case of Rule 144A Global Note:] THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO AZUL S.A., AZUL LINHAS AÉREAS BRASILEIRAS S.A., AZUL SECURED FINANCE LLP, INTELAZUL S.A., ATS VIAGENS E TURISMO LTDA., AZUL IP CAYMAN HOLDCO LTD., AZUL IP CAYMAN LTD. OR ONE OF THEIR RESPECTIVE SUBSIDIARIES, (2) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3) TO NON-U.S. PERSONS IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER (IF AVAILABLE) OR ANOTHER AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS OTHER THAN RULE 144A OR REGULATION S, OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. IN ADDITION, THE NOTES MAY NOT BE TRANSFERRED TO OR HELD BY A COMPETITOR (AS DEFINED IN THE INDENTURE).]

[[in the case of Regulation S Global Note:] THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD OR DELIVERED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY US PERSON, UNLESS SUCH NOTES ARE REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF IS AVAILABLE. THE FOREGOING SHALL NOT APPLY FOLLOWING THE EXPIRATION OF FORTY DAYS FROM THE LATER OF (I) THE DATE ON WHICH THESE NOTES WERE FIRST OFFERED AND (II) THE DATE OF ISSUANCE OF THESE NOTES.]”

(B)Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraphs (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii), or (e)(iii) of this Section 2.08 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend.

(ii)Global Note Legend. Each Global Note shall bear a legend in substantially the following form:

“THIS GLOBAL NOTE IS HELD BY THE NOTES DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.08(H) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.08(A) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.13 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR NOTES DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE NOTES DEPOSITARY TO A NOMINEE OF THE NOTES DEPOSITARY OR BY A NOMINEE OF THE NOTES DEPOSITARY TO THE NOTES DEPOSITARY OR ANOTHER NOMINEE OF THE NOTES DEPOSITARY OR BY THE NOTES DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR NOTES DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR NOTES DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

(iii)Regulation S Temporary Global Note Legend. The Regulation S Temporary Global Note shall bear a legend in substantially the following form:

“THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD OR DELIVERED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY US PERSON, UNLESS SUCH NOTES ARE REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF IS AVAILABLE. THE FOREGOING SHALL NOT APPLY FOLLOWING THE EXPIRATION OF FORTY DAYS FROM THE LATER OF (I) THE DATE ON WHICH THESE NOTES WERE FIRST OFFERED AND (II) THE DATE OF ISSUANCE OF THESE NOTES”

(h)Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.13 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Notes Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Notes Depositary at the direction of the Trustee to reflect such increase.

(i)General Provisions Relating to Transfers and Exchanges.

(i)To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.04 hereof or at the Registrar’s request.

(ii)No service charge shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuer and the Trustee may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.09, Section 2.12, Section 3.06, Section 3.07, Section 3.08, Section 3.09, Section 4.35 and Section 9.05 hereof).

(iii)Neither the Registrar nor the Issuer shall be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

(iv)All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(v)The Issuer shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Note so selected for redemption or tendered (and not withdrawn) for repurchase in connection with a Parent Change of Control Offer, a Mandatory Repurchase Offer or other tender offer, in whole or in part, except the unredeemed or untendered portion of any Note being redeemed or repurchased in part or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding Payment Date.

(vi)Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of interest, additional amounts, if any, principal and premium, if any, on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuer shall be affected by notice to the contrary.

(vii)Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.36 hereof, the Issuer shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount.

(viii)At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section 2.04 hereof.

(ix)All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.08 to effect a registration of transfer or exchange may be submitted by facsimile.

(x)The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a Participant or Indirect Participant in, the Notes Depositary or other Person with respect to the accuracy of the records of the Notes Depositary or its nominee or of any Participant or Indirect Participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any Participant or Indirect Participant, member, beneficial owner, or other Person (other than the Notes Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. The Trustee may rely and shall be fully protected in relying upon information furnished by the Notes Depositary with respect to its members, Participants or Indirect Participants, and any beneficial owners.

(xi)The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among the Notes Depositary’s participants, members, or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. None of the Trustee, the Collateral Agents nor any of their agents shall have any responsibility for any actions taken or not taken by the Notes Depositary.

(xii)Each purchaser of the Notes offered hereby will be deemed to have represented and agreed to provide the Issuer and its agents with any correct, complete and accurate information and documentation that may be required for the Issuer to comply with FATCA, the AEOI Regulations and the CRS, and to prevent the imposition of U.S. federal withholding tax under FATCA on payments to or for the benefit of the Issuer, including but not limited to a properly completed and executed “Entity Self-Certification Form” or “Individual Self-Certification Form” (in the forms published by the Cayman Islands Department for International Tax Cooperation, which forms can be obtained at http://www.tia.gov.ky/pdf/CRS_Legislation.pdf) on or prior to the date on which it becomes a holder of Notes. In the event such purchaser fails to provide such information or documentation, or to the extent that its ownership of Notes would otherwise cause the Issuer to be subject to any tax under FATCA, (A) the Issuer (and any agent acting on their behalf) are authorized to withhold amounts otherwise distributable to the purchaser as compensation for any tax imposed under FATCA or any fine or penalty imposed under the CRS as a result of such failure or the purchaser’s ownership, and (B) to the extent necessary to avoid an adverse effect on the Issuer as a result of such failure or the purchaser’s ownership, the Issuer will have the right to compel the purchaser to sell its Notes and, if it does not sell its Notes within 10 Business Days after notice from the Issuer or its agents, the Issuer will have the right to sell such Notes at a public or private sale called and conducted in any manner permitted by law, and to remit the net proceeds of such sale (taking into account any taxes incurred by the Issuer in connection with such sale) to the purchaser as payment in full for such Notes. The Issuer may also assign each such Note a separate securities identifier in the Issuer’s sole discretion. Each purchaser agrees that the Issuer and its agents or representatives may (1) provide any information and documentation concerning its investment in its Notes to the Cayman Islands Tax Information Authority, the IRS and any other relevant tax authority and (2) take such other steps as they deem necessary or helpful to ensure that the Issuer complies with FATCA, the AEOI Regulations and the CRS.

Section 2.09.    Replacement Notes.

If any mutilated Note is surrendered to the Trustee, the Issuer shall execute, and the Trustee shall authenticate and deliver in exchange therefor, a new Note of like tenor and principal amount and bearing a number not contemporaneously outstanding.

If there shall be delivered to the Issuer and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Note and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Issuer or the Trustee that such Note has been acquired by a bona fide purchaser, the Issuer shall execute, and upon the Issuer’s request the Trustee shall authenticate and make available for delivery, in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount and bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Issuer, in its discretion, may, instead of issuing a new Note, pay such Note.

Upon the issuance of any new Note under this Section, the Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

Every replacement Note is a contractual obligation of the Issuer and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

Section 2.10.    Outstanding Notes.

The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.10 as not outstanding. Except as set forth in this Section 2.10 or Section 2.11 hereof, a Note does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Note.

If a Note is replaced pursuant to Section 2.09 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.

If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent (other than the Issuer, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date, repurchase date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Subject to Section 2.11, in determining whether the Holders of the requisite principal amount of outstanding Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of Notes that shall be deemed to be outstanding for such purposes shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the maturity thereof pursuant to Section 6.02.

Section 2.11.    Treasury Notes; Competitors.

(a)A Note does not cease to be outstanding because the Issuer or one of its Affiliates holds the Note, provided that in determining whether the Holders of the requisite principal amount of the outstanding Notes have given or taken any request, demand, authorization, direction, notice, consent, waiver or other action pursuant to, or in connection with, this Indenture, the Notes, the Note Guarantees or the Notes Documents, Notes owned by the Issuer or any Affiliate of the Issuer will be disregarded and deemed not to be outstanding, (it being understood that in determining whether the Trustee is protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Notes which the Trustee actually knows to be so owned will be so disregarded). Notes so owned which have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Issuer or any Affiliate of the Issuer.

(b)In determining whether the Holders of the requisite principal amount of the outstanding Notes have given or taken any request, demand, authorization, direction, notice, consent, waiver or other action pursuant to, or in connection with, this Indenture, the Notes, the Note Guarantees or the Notes Documents, Notes owned by a Competitor will be disregarded and deemed not to be outstanding (it being understood that in determining whether the Trustee is protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Notes in respect of which the Trustee has received prior written notice from the Issuer that such Notes are owned by a Holder that is a Competitor will be so disregarded).

Section 2.12.    Temporary Notes.

Until certificates representing Notes are ready for delivery, the Issuer may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of certificated Notes but may have variations that the Issuer consider appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes.

Holders and beneficial Holders, as the case may be, of temporary Notes shall be entitled to all of the benefits accorded to Holders, or beneficial Holders, respectively, of Notes under this Indenture.

Section 2.13    Cancellation.

The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee or, at the direction of the Trustee, the Registrar or the Paying Agent and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall dispose of cancelled Notes (subject to the record retention requirement of the Exchange Act) in accordance with its customary procedures. Certification of the disposal of all cancelled Notes shall be delivered to the Issuer upon its written request. The Issuer may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation.

Section 2.14    Defaulted Interest.

Unless otherwise provided by a Notes Supplemental Indenture for a particular Series of Notes, if the Issuer or the Guarantors default in a payment of interest or principal on the Notes or in the payment of any other amount become due under this Indenture, whether at the Stated Maturity, by acceleration or otherwise, the Issuer shall on written demand of the Trustee pay interest, to the extent permitted by law, on all overdue amounts up to (but not including) the date of actual payment (after as well as before judgment) at a rate equal to the rate then applicable, pursuant to clause (a) or (b) below, as the Issuer shall elect:

(a)The Issuer may elect to make such payment to the persons who are Holders of the Notes on a subsequent special record date. The Issuer shall fix the payment date for such defaulted interest and the special record date therefor, which shall not be more than 15 days nor less than 10 days prior to such payment date. At least 10 days before the special record date, the Issuer shall mail to the Trustee and to each Holder of the Notes a notice that states the special record date, the payment date and the amount of interest to be paid.

(b)The Issuer may elect to make such payment in any other lawful manner.

Payment of defaulted interest and any interest thereon to the Trustee shall be deemed to satisfy the Issuer’s obligation to pay such defaulted interest and any interest thereon for all purposes of this Indenture.

Section 2.15    CUSIP and ISIN Numbers.

The Issuer in issuing the Notes may use “CUSIP” and/or “ISIN” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” and/or “ISIN” numbers in notices as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice and that reliance may be placed only on the other elements of identification printed on the Notes, and any such notice shall not be affected by any defect in or omission of such numbers. The Issuer shall notify the Trustee, in writing, of any change to any CUSIP or ISIN numbers.

Section 2.16.    Prohibition on Transfers to Competitors.

The transfer of any Notes to any Competitor is prohibited, and by acceptance of any transferred Note the transferee shall be deemed to represent that it is not a Competitor.

ARTICLE 3

REDEMPTION

Section 3.01    Notices to Trustee.

Unless otherwise provided by a Notes Supplemental Indenture for a particular Series of Notes, the Issuer may reserve the right to redeem and pay the Series of Notes or may covenant to redeem and pay the Series of Notes or any part thereof prior to the Stated Maturity thereof at such time and on such terms as provided for in such Notes. If the Issuer elects to redeem Notes of a Series pursuant to Section 3.07 hereof, it shall furnish to the Trustee, not less than 10 days before notice of redemption is required to be sent or caused to be sent to Holders of the relevant Series pursuant to Section 3.03 hereof but not more than 60 days before a redemption date (except that redemption notices may be delivered more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes of a Series or a satisfaction and discharge of this Indenture), an Officer’s Certificate setting forth (i) the paragraph or subparagraph of such Note and/or Section of this Indenture or Notes Supplemental Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of the Notes of the Series to be redeemed and (iv) the redemption price.

Section 3.02    Selection of Notes to Be Redeemed.

Unless otherwise provided by a Notes Supplemental Indenture for a particular Series of Notes, if less than all of the Notes of a Series are to be redeemed at any time, such Notes shall be selected for redemption by the Trustee (1) if the Notes of a Series are listed on an exchange and such listing is known to the Trustee, in compliance with the requirements of such exchange or in the case of Global Notes, in accordance with customary procedures of the Notes Depositary or (2) on a pro rata basis to the extent practicable, or, if the pro rata basis is not practicable for any reason, by lot or by such other method as most nearly approximates a pro rata basis subject to customary procedures of the Notes Depositary. Such Notes to be redeemed shall be selected, unless otherwise provided herein, not less than 10 days nor more than 60 days prior to the redemption date from the outstanding Notes not previously called for redemption.

Unless otherwise provided by a Notes Supplemental Indenture for a particular Series of Notes, the Trustee shall promptly notify the Issuer in writing of the Notes of a Series selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in minimum amounts of US$1.00 or integral multiples of US$1.00 in excess thereof; no Notes of US$1.00 or less can be redeemed in part, except that if all of the Notes of a Series of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes of that Series held by such Holder, even if not a multiple of US$1.00, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

The Trustee shall not be responsible for any actions taken or not taken by DTC pursuant to its Applicable Procedures.

Section 3.03    Notice of Redemption.

Unless otherwise provided by a Notes Supplemental Indenture for a particular Series of Notes, if the Issuer elects to redeem a Series of Notes pursuant to Section 3.07 hereof, the Issuer shall deliver notices of redemption electronically or by first-class mail, postage prepaid, at least 10 but not more than 60 days before the purchase or redemption date to each Holder of Notes of the relevant Series (with a copy to the Trustee) at such Holder’s registered address or otherwise in accordance with the procedures of DTC, except that redemption notices may be delivered electronically or mailed more than 60 days prior to a redemption date if the notice is issued in connection with Article 8 or Article 11 hereof. Notices of redemption may be conditional.

The notice shall identify the Notes of the Series to be redeemed and shall state:

(a)the redemption date;

(b)the redemption price;

(c)if any Note is to be redeemed in part only, the portion of the principal amount of that Note that is to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes of the Series in principal amount equal to the unredeemed portion of the original Note representing the same indebtedness to the extent not redeemed shall be issued in the name of the Holder of the Notes upon cancellation of the original Note;

(d)the name and address of the Paying Agent;

(e)that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(f)that, unless the Issuer defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date;

(g)the paragraph or subparagraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed;

(h)that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes; and

(i)any condition to such redemption.

At the Issuer’s request, the Trustee shall give the notice of redemption in the Issuer’s name and at its expense; provided that the Issuer shall have delivered written notice to the Trustee, at least 5 Business Days prior to the date on which notice of redemption is to be sent (unless a shorter notice shall be agreed to by the Trustee) in the form of an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

Any notice of any redemption may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, without limitation, the consummation of an incurrence or issuance of debt or equity or a Parent Change of Control or other corporate transaction. If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and if applicable, shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time (including more than 60 days after the date the notice of redemption was mailed or delivered, including by electronic transmission) as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date as so delayed. In addition, the Issuer may provide in such notice that payment of the redemption price and performance of the Issuer’s obligations with respect to such redemption may be performed by another Person.

Section 3.04    Effect of Notice of Redemption.

Once notice of redemption is sent in accordance with Section 3.03 hereof, Notes of a Series called for redemption become irrevocably due and payable on the redemption date at the redemption price, unless such redemption is conditioned on the happening of a future event. The notice, if sent in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. In any case, failure to give such notice or any defect in the notice to the Holder of any Note of a Series designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Note of that Series. Subject to Section 3.05 hereof, on and after the redemption date, interest ceases to accrue on Notes of that Series or portions of Notes of that Series called for redemption.

Section 3.05    Deposit of Redemption or Purchase Price.

Prior to 4:00 p.m. (New York time) on the Business Day prior to the redemption or purchase date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued and unpaid interest, and additional amounts, if any, on all Notes of the Series to be redeemed or purchased on that date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the redemption price of, and accrued and unpaid interest, and additional amounts, if any, on, all Notes of the Series to be redeemed or purchased.

If the Issuer complies with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest shall cease to accrue on the Notes of the Series or the portions of Notes of the Series called for redemption or purchase. If a Note of the Series is redeemed or purchased on or after a record date but on or prior to the related Payment Date, then any accrued and unpaid interest, and additional amounts, if any, to the redemption or purchase date shall be paid to the Person in whose name such Note of the Series was registered at the close of business on such record date. If any Note of the Series called for redemption or purchase shall not be so paid upon surrender for redemption or purchase because of the failure of the Issuer to comply with the preceding paragraph, interest shall be paid on the unpaid principal, and additional amounts, if any, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest accrued to the redemption or purchase date not paid on such unpaid principal, in each case at the rate provided in the Notes of that Series and in Section 4.01 hereof.

Section 3.06    Notes Redeemed or Purchased in Part.

Upon surrender of a Definitive Note that is redeemed or purchased in part, the Issuer shall issue and the Trustee shall authenticate for the Holder at the expense of the Issuer a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided, that each new Note shall be in a principal amount of US$1.00 or an integral multiple of US$1.00 in excess thereof. It is understood that, notwithstanding anything in this Indenture to the contrary, only an Authentication Order and not an Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate such new Note.

Section 3.07    Optional Redemption.

The Notes Supplemental Indenture with respect to any particular Series of Notes may provide for the optional redemption of that Series of Notes.

Section 3.08    Mandatory Prepayments.

(a)Upon the receipt of Net Proceeds by the Parent Guarantor or any of its Subsidiaries from (i) the incurrence of any Indebtedness of the IP Parties, IntelAzul or Azul Viagens (other than with respect to any Indebtedness permitted to be incurred pursuant to Section 4.10), (ii) any Collateral Sale, or (iii) a Pre-paid Points Purchase (other than a Blocked Pre-paid Points Purchase) for which Net Proceeds, together with the aggregate amount of Net Proceeds previously received from Pre-paid Points Purchases (other than Blocked Pre-paid Points Purchases) during the same fiscal year, are in excess of 8% of the TudoAzul Gross Billings for the four most recently completed Quarterly Reporting Periods (the “Permitted Pre-paid Points Basket Amount”) (such excess, “Excess Points Net Proceeds”) (each of the events set forth in clauses (i), (ii) and (iii), a “Mandatory Prepayment Event”), the Issuer will cause the Notes of the relevant Series’ Allocable Share of such Net Proceeds remaining after the redemption of the First Priority Secured Debt in accordance with the documentation governing such First Priority Secured Debt (plus accrued and unpaid interest on the principal amount being prepaid to, but excluding, the Prepayment Date, additional amounts and any premium thereon) (the “Notes Prepayment Amount”) to be paid to the Holders in accordance with the terms of this Indenture by a date that is ten Business Days after the receipt of such Net Proceeds (such remittance date, as the case may be, a “Prepayment Date”); provided that, in the case the Net Proceeds derived from any Collateral Sale is derived from the disposition of Azul Cargo Collateral, such Net Proceeds shall not be applied for the benefit of the First Priority Secured Parties but shall be applied in accordance with the Azul Cargo Intercreditor Agreement (to the extent then in effect).

(b)On such Prepayment Date, the Trustee will, subject to receipt thereof, apply the Notes Prepayment Amount to prepay the maximum principal amount of Notes (plus accrued and unpaid interest, and additional amounts, if any, on the principal amount being prepaid to, but excluding, the Prepayment Date) that may be prepaid with such Notes Prepayment Amount at a prepayment price equal to the redemption price that would be due if the Notes of the relevant Series were being redeemed pursuant to an optional redemption (as applicable to that Series) on the applicable Prepayment Date.

(c)Notwithstanding anything to the contrary in Section 3.08(a) or (b), if following a Mandatory Prepayment Event but prior to the related Prepayment Date, the Issuer pays the related Notes Prepayment Amount (inclusive of any applicable premium, and additional amounts, if any) to the Holders of a Series on an intervening Payment Date pursuant to the provisions of Section 4.01, no mandatory prepayment pursuant to the provisions of Section 3.08(a) and (b) will be required.

(d)In connection with any mandatory prepayment of the Notes of a Series pursuant to this Section 3.08, the Issuer, or the Trustee of behalf of the Issuer pursuant to written instructions from the Issuer to the Trustee, shall issue a written notice to the Holders of the Series at least two (2) Business Days prior to the Prepayment Date, which notice shall include a description of the Mandatory Prepayment Event, the aggregate principal amount of Notes of the Series to be prepaid, the prepayment price and the Prepayment Date.

(e)Any prepayment made pursuant to this Section 3.08 shall be made pursuant to the procedures set forth in this Indenture, except to the extent inconsistent with Section 3.08(c). The Issuer shall not be required to make any mandatory prepayment or sinking fund payment with respect to the Notes, except pursuant this Section 3.08 and Section 3.09(b).

Section 3.09    Mandatory Repurchase Offers for Notes.

(a)In the event the Parent Guarantor or any of its Subsidiaries receives Net Proceeds that are remaining after any redemption, repurchase or other retirement of First Priority Secured Debt that is required in accordance with the documentation governing such First Priority Secured Debt in respect of (i) a Recovery Event (“Recovery Event Proceeds”) that causes the aggregate amount of all Recovery Event Proceeds received since the Closing Date to exceed US$10.0 million (such excess amounts, “Excess Recovery Event Proceeds”) or (ii) any Contingent Payment Event (“Contingent Payment Event Proceeds”) that causes the aggregate amount of all Contingent Payment Event Proceeds received since the Closing Date to exceed US$10.0 million (each of the events set forth in clauses (i) and (ii), a “Mandatory Repurchase Offer Event”), the Issuer shall make, except as provided in Section 3.09(b), an offer (a “Mandatory Repurchase Offer”) to all Holders to purchase the maximum principal amount of Notes on a pro rata basis that may be purchased out of the relevant Series of Notes’ Allocable Share of such Excess Recovery Event Proceeds or Contingent Payment Event Proceeds, as applicable (the “Applicable Mandatory Repurchase Offer Proceeds”).

(b)Upon the occurrence of a Mandatory Repurchase Offer Event in respect of a Recovery Event, the Issuer must provide notice to the Trustee of the Recovery Event and, as long as no Event of Default shall have occurred and be continuing at the time of such Mandatory Repurchase Offer Event, the Issuer shall have the option to (x) invest the Recovery Event Proceeds within 365 days of receipt thereof in Qualified Replacement Assets or (y) repair, replace or restore the assets which are the subject of such Recovery Event; provided further, that any Recovery Event Proceeds from such Recovery Event that are not invested within such 365-day period will thereafter not constitute Excess Recovery Event Proceeds, but any such amounts in excess of US$10.0 million must be applied as a mandatory prepayment in accordance with Section 3.08.

(c)The Mandatory Repurchase Offer shall remain open for a period of 20 business days, as defined in the Exchange Act, following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Mandatory Repurchase Offer Period”). Promptly after the expiration of the Mandatory Repurchase Offer Period (the “Mandatory Repurchase Date”), the Issuer shall apply all of the Applicable Mandatory Repurchase Offer Proceeds to repurchase all of the Notes tendered in the Mandatory Repurchase Offer at a repurchase price equal to 100.0% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, and additional amounts, if any, thereon to, but excluding, the Mandatory Repurchase Date (the “Mandatory Offer Repurchase Price”); provided that if the aggregate Mandatory Offer Repurchase Price for all Notes tendered in such Mandatory Repurchase Offer exceeds the total amount of Applicable Mandatory Repurchase Offer Proceeds, then such tendered Notes shall be repurchased pro rata up to the maximum amount of Notes that can be repurchased with such Applicable Mandatory Repurchase Offer Proceeds.

(d)If the Mandatory Repurchase Date is on or after a record date and on or before the related Payment Date, any accrued and unpaid interest, and additional amounts, if any, to but excluding the Mandatory Repurchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Mandatory Repurchase Offer.

(e)Subject to Section 3.09(b), notices of a Mandatory Repurchase Offer (“Mandatory Repurchase Offer Notices”) shall be sent by first class mail or sent electronically, no later than ten (10) Business Days after the receipt of Net Proceeds therefrom, in each case, to each Holder at such Holder’s registered address or otherwise in accordance with the applicable procedures of DTC. The Mandatory Repurchase Offer Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Mandatory Repurchase Offer. The Mandatory Repurchase Offer shall be made to all Holders. The Mandatory Repurchase Offer Notice, which shall govern the terms of the Mandatory Repurchase Offer, shall state:

(i)that the Mandatory Repurchase Offer is being made pursuant to this Section 3.09 and the length of time the Mandatory Repurchase Offer shall remain open;

(ii)the Applicable Mandatory Repurchase Offer Proceeds, the repurchase price and the Mandatory Repurchase Date;

(iii)that any Note not tendered or accepted for payment shall continue to accrue interest;

(iv)that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Mandatory Repurchase Offer shall cease to accrue interest after the Mandatory Repurchase Date;

(v)that Holders electing to have a Note purchased pursuant to a Mandatory Repurchase Offer may elect to have Notes purchased in minimum amounts of US$1.00 or integral multiples of US$1.00 in excess thereof only;

(vi)that Holders electing to have a Note purchased pursuant to any Mandatory Repurchase Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuer, the Notes Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least two (2) Business Days before the Mandatory Repurchase Date;

(vii)that Holders shall be entitled to withdraw their election if the Issuer, the Notes Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Mandatory Repurchase Offer Period, a facsimile or other electronic transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased;

(viii)that, if the aggregate principal amount of Notes surrendered by the Holders thereof exceeds the amount that can be repurchased with the Applicable Mandatory Repurchase Offer Proceeds, the Trustee shall select the Notes (while the Notes are in global form pursuant to the procedures of the Notes Depositary) to be purchased on a pro rata basis based on the principal amount of the Notes tendered (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in denominations of US$1.00, or integral multiples of US$1.00 in excess thereof, shall remain outstanding after such purchase) to the extent practicable, or, if the pro rata basis is not practicable for any reason, by lot or by such other method as most nearly approximates a pro rata basis subject to customary procedures of the Notes Depositary; and

(ix)that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased.

(f)To the extent that the aggregate principal amount of Notes validly tendered (and not validly withdrawn) or otherwise surrendered in connection with a Mandatory Repurchase Offer is less than the Applicable Mandatory Repurchase Offer Proceeds, the Issuer may, after purchasing all such Notes validly tendered and not withdrawn, use the remaining Applicable Mandatory Repurchase Offer Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of the Notes validly tendered pursuant to any Mandatory Repurchase Offer exceeds the amount that can be repurchased with the Applicable Mandatory Repurchase Offer Proceeds, the Issuer will allocate the Applicable Mandatory Repurchase Offer Proceeds to purchase Notes on a pro rata basis on the basis of the aggregate principal amount of tendered Notes; provided that no Notes will be selected and purchased in an unauthorized denomination. Upon completion of any repurchase of Notes in a Mandatory Repurchase Offer, the amount of Applicable Mandatory Repurchase Offer Proceeds shall be reset at zero.

(g)On or before the Mandatory Repurchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis to the extent necessary, the Notes or portions thereof validly tendered pursuant to the Mandatory Repurchase Offer, or if the aggregate Mandatory Offer Repurchase Price for all Notes so tendered in such Mandatory Repurchase Offer does not exceed the total amount of Applicable Mandatory Repurchase Offer Proceeds, all Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so tendered, for cancellation by the Trustee.

(h)The Issuer, the Notes Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the repurchase price of the Notes properly tendered by such Holder and accepted by the Issuer for repurchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided, that each such new Note shall be in a minimum denomination of US$1.00 or an integral multiple of US$1.00 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Mandatory Repurchase Offer on or as soon as practicable after the Mandatory Repurchase Date.

(i)To the extent that the provisions of any securities laws or regulations, including Rule 14e-1 under the Exchange Act, conflict with the provisions of this Indenture, the Issuer shall not be deemed to have breached their obligations described in this Indenture by virtue of compliance therewith.

(j)The Notes Supplemental Indenture with respect to any particular Series of Notes may provide for the mandatory repurchase of that Series of Notes.

Section 3.10    Optional Redemption upon a Tax Event.

(a)If as a result of any change in or amendment to the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction, or any amendment to or change in an official interpretation, administration or application of such laws, rules or regulations, or any treaties or related agreements to which the Taxing Jurisdiction is a party (including a holding by a court of competent jurisdiction), which change or amendment becomes effective or, in the case of a change in official position, is announced on or after the Closing Date (or, if the Taxing Jurisdiction became a Taxing Jurisdiction on a later date, such later date), (i) the Issuer or any successor to the Issuer has or will become obligated to pay additional amounts as described in Section 4.26 or (ii) any of the Guarantors or any successor to any of the Guarantors has or will become obligated to pay additional amounts as described under Section 4.26 in each case, in excess of the additional amounts, if any, that would have been payable on the date that the relevant Taxing Jurisdiction became a Taxing Jurisdiction, the Issuer or any successor to the Issuer may, at its option, redeem all, but not less than all, of the Notes of any number of Series, at a redemption price equal to 100% of their principal amount, together with accrued and unpaid interest to, but excluding, the date fixed for redemption (including any additional amounts which are then payable), upon publication of irrevocable notice not less than 30 days nor more than 60 days prior to the date fixed for redemption. No notice of such redemption may be given earlier than 60 days prior to the earliest date on which the Issuer, the Guarantors or a successor to the foregoing would, but for such redemption, become obligated to pay any such additional amounts were payment then due. For the avoidance of doubt, the Issuer or any successor to the Issuer shall not have the right to so redeem the Notes unless (a) it is or will become obligated to pay such additional amounts or (b) any of the Guarantors or any successor to any of the Guarantors is or will become obligated to pay such additional amounts. Notwithstanding the foregoing, the Issuer or any such successor shall not have the right to so redeem the Notes unless it has taken reasonable measures (including without limitation, using reasonable measures to cause payment on the Notes to be made through a paying agent in a different jurisdiction or by the Issuer, its successor or another Subsidiary) to avoid the obligation to pay such additional amounts. For the avoidance of doubt, reasonable measures do not include changing the jurisdiction of incorporation of the Issuer or any successor of the Issuer.

(b)In the event that the Issuer or any successor to the Issuer elects to so redeem the Notes, it will deliver to the Trustee: (1) a certificate, signed in the name of the Issuer or any successor to the Issuer by any two of its executive officers or by its attorney in fact in accordance with its bylaws, stating that the Issuer or any successor to the Issuer is entitled to redeem the Notes pursuant to their terms and setting forth a statement of facts showing that the condition or conditions precedent to the right of the Issuer or any successor to the Issuer to so redeem have occurred or been satisfied and that such obligation to pay additional amounts cannot be avoided by taking reasonable measures to avoid such obligation (including, without limitation, by causing payment on the Notes to be made through a paying agent in a different jurisdiction or by a Subsidiary); and (2) an Opinion of Counsel who is reasonably acceptable to the Trustee, to the effect that (i) the Issuer or any successor to the Issuer has or will become obligated to pay additional amounts or the Guarantors or any successor to the Guarantors is or will become obligated to pay additional amounts in either case in excess of the additional amounts, if any, that would have been payable on the date that the relevant Taxing Jurisdiction became a Taxing Jurisdiction, (ii) such obligation is the result of a change in or amendment to the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction, as described above, and (iii) that all governmental requirements necessary for the Issuer or any successor to the Issuer to effect the redemption have been complied with.

Section 3.11    Optional Clean-Up Redemption.

(a)In connection with any tender offer (including any Parent Change of Control Offer or Mandatory Repurchase Offer made in accordance with the terms of this Indenture) for Notes of the relevant Series, if Holders of not less than 85% in aggregate principal amount of the outstanding Notes of such Series validly tender and do not withdraw such Notes in such tender offer and the Issuer, or any third party making such tender offer purchases all of the Notes of such Series validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right upon not less than 10 nor more than 60 calendar days’ prior notice to the Holders (with a copy to the Trustee), given not more than 30 calendar days following such purchase date, to redeem or purchase all the Notes of such Series that remain outstanding following such purchase at a price equal to the price paid to the Holders in such tender offer plus, to the extent not included in the purchase price, accrued and unpaid interest and additional amounts, if any, on the Notes of such Series that remain outstanding, to, but excluding, the date of redemption.

(b)The Issuer shall calculate the redemption price in connection with any redemption, and the Trustee shall have no duty to calculate or verify any such calculation.

Section 3.12    Open Market Purchases.

The Issuer, the Parent Guarantor or any of its Subsidiaries may from time to time seek to purchase outstanding Notes in privately negotiated or open market transactions, by tender offer or otherwise, at any price. Subject to any applicable limitations contained in any Secured Debt Documents, including this Indenture, any purchases made by the Issuer, the Parent Guarantor or any of its Subsidiaries may be funded by the use of cash on their balance sheet or the incurrence of Indebtedness that is not prohibited by the terms of any Secured Debt Document.

ARTICLE 4

COVENANTS

Section 4.01    Payment of the Notes and Maintenance of Accounts.

(a)The Issuer (or, at the option of the Parent Guarantor, any Obligor) shall establish and maintain or cause to be maintained (i) under the sole dominion and control of the U.S. Collateral Agent, the USD Payment Account, the USD Blocked Account and the USD Collateral Account, and (ii) under the sole dominion and control of the Brazilian Collateral Agent, the Collection Accounts, the BRL Payment Account, the BRL Blocked Account and the BRL Collateral Account.

(b)The Issuer will make all payments on the Notes exclusively in such coin or currency of the United States as at the time of payment will be legal tender for the payment of public and private debts.

(c)The Issuer will make payments of principal, interest at the applicable Interest Rate, and additional amounts, if any, on the Notes of each Series to the Trustee, which, subject to Section 6.02(b), will pass such funds to the Holders.

(d)The Issuer will make payments of interest, and additional amounts, if any, on the Notes on the Notes Interest Payment Dates; provided that if any payment with respect to interest on the Notes is due on a day which is not a Business Day, then the payment need not be made on such date, but may be made on the next Business Day with the same force and effect as if made on such date. The Issuer will pay principal upon surrender of the relevant Notes at the specified office of the Trustee or a paying agent. The Issuer will pay principal on the Notes to the person in whose name the Notes are registered at the close of business on the 15th day before the due date for payment.

(e)Payments of principal, interest and additional amounts, if any, in respect of each note will be made by the Trustee by wire or by U.S. dollar check drawn on a bank in New York City and delivered to the holder of such note at its registered address. Upon application by the holder to the specified office of a paying agent not less than 15 days before the due date for any payment in respect of a note, such payment may be made by transfer to a U.S. dollar account maintained by the payee with a bank in New York City.

(f)Payment by the Issuer of any amount payable under the Notes on the due date thereof to a paying agent in accordance with this Indenture will satisfy the obligation of the Issuer to make such payment; provided, however, that the liability of a paying agent shall not exceed any amounts paid to it by the Issuer or held by it, on behalf of the Holders.

(g)All payments will be subject in all cases to any applicable Tax or other laws and regulations, but without prejudice to the provisions of Section 4.26. No commissions or expenses will be charged to the Holders in respect of such payments.

Section 4.02    TudoAzul and Azul Viagens Receivables; Receivables Coverage Obligation.

(a)The Parent Guarantor shall procure that, commencing on the date that is 60 calendar days after the Closing Date, at all times, the Shared Collateral includes:

(i)a Fiduciary Assignment (which is the TudoAzul Fiduciary Assignment) in respect of:

(A)Assigned TudoAzul Receivables that represent at least 70% of the TudoAzul Gross Billings for the four most recently completed Quarterly Reporting Periods, such percentage to be tested as of the end of each Quarterly Reporting Period (the “TudoAzul Receivables Coverage Covenant”);

(B)the TudoAzul Receivables Deposit Account; and

(C)all of the Designated TudoAzul Credit Card and Debit Card Receivables and the TudoAzul Receivables Deposit Account; provided that the Fiduciary Assignment in respect of the Designated TudoAzul Credit Card and Debit Card Receivables shall provide that upon an Obligor’s entry into any Anticipation transaction (which shall be permitted to be entered into with any counterparty) with respect to any Designated TudoAzul Credit Card and Debit Card Receivables, such Designated TudoAzul Credit Card and Debit Card Receivables shall be automatically released from the Fiduciary Assignment so long as (x) no Event of Default (or equivalent event) has occurred and is continuing, and (y) the net proceeds received from such Anticipation (after the deduction of any fees, charges, discounts or other finance or transaction costs) (“Anticipated Designated TudoAzul Credit Card and Debit Card Receivables”) are paid directly by the payor into the TudoAzul Receivables Deposit Account; and

(ii)a Fiduciary Assignment (which is the Azul Viagens Fiduciary Assignment) in respect of:

(A)Assigned Azul Viagens Receivables that represent at least 80% of the Azul Viagens Gross Billings for the four most recently completed Quarterly Reporting Periods, such percentage to be tested as of the end of each Quarterly Reporting Period (the “Azul Viagens Receivables Coverage Covenant”);

(B)the Azul Viagens Receivables Deposit Account; and

(C)all of the Designated Azul Viagens Credit Card and Debit Card Receivables; provided that the fiduciary assignment in respect of the Designated Azul Viagens Credit Card and Debit Card Receivables shall provide that upon an Obligor’s entry into any Anticipation transaction (which shall be permitted to be entered into with any counterparty) with respect to any Designated Azul Viagens Credit Card and Debit Card Receivables, such Designated Azul Viagens Credit Card and Debit Card Receivables shall be automatically released from such fiduciary assignment so long as (x) no Event of Default (or equivalent event) has occurred and is continuing, and (y) the net proceeds received from such Anticipation (after the deduction of any fees, charges, discounts or other finance or transaction costs) (“Anticipated Designated Azul Viagens Credit Card and Debit Card Receivables”) are paid directly into the Azul Viagens Receivables Deposit Account.

(b)The Parent Guarantor shall, commencing on the date that is 60 calendar days after the Closing Date, procure that all:

(i)cash payments under each TudoAzul Agreement (whether or not an Assigned TudoAzul Agreement) shall be paid directly by the payor into the TudoAzul Receivables Deposit Account;

(ii)the proceeds of all Brazilian real-denominated credit card and debit card receivables (which, for the avoidance of doubt, excludes Foreign TudoAzul Card Receivables (as defined below)) (“BRL TudoAzul Credit Card and Debit Card Receivables”) generated by the TudoAzul Program which relate to (A) purchases of Points by customers, and (B) membership fees from members of Clube TudoAzul (the “Designated TudoAzul Credit Card and Debit Card Receivables”) shall be paid directly by the payor into the TudoAzul Receivables Deposit Account;

(iii)the net proceeds of any credit card and debit card receivables other than BRL TudoAzul Credit Card and Debit Card Receivables (“Foreign TudoAzul Card Receivables”) generated by Designated TudoAzul Credit Card and Debit Card Receivables are transferred into the TudoAzul Receivables Deposit Account within two Business Days after receipt and identification thereof by the Parent Guarantor or any of its Subsidiaries;

(iv)the net proceeds of any Anticipated Designated TudoAzul Credit Card and Debit Card Receivables are paid directly by the payor into the TudoAzul Receivables Deposit Account;

(v)all receivables under each Azul Viagens Agreement (whether or not an Assigned Azul Viagens Agreement) shall be paid directly by the payor into the Azul Viagens Receivables Deposit Account;

(vi)the proceeds of all the Brazilian real-denominated credit card and debit card receivables (which, for the avoidance of doubt, excludes Foreign Azul Viagens Card Receivables (as defined below)) (“BRL Azul Viagens Credit Card and Debit Card Receivables”) generated by the Azul Viagens Business (the “Designated Azul Viagens Credit Card and Debit Card Receivables”) shall be paid directly by the payor into the Azul Viagens Receivables Deposit Account;

(vii)the net proceeds of any credit card and debit card receivables other than BRL TudoAzul Credit Card and Debit Card Receivables (“Foreign Azul Viagens Card Receivables”) generated by Designated Azul Viagens Credit Card and Debit Card Receivables are transferred into the Azul Viagens Receivables Deposit Account within two Business Days after receipt and identification thereof by the Parent Guarantor or any of its Subsidiaries;

(viii)the net proceeds of any Anticipated Designated Azul Viagens Credit Card and Debit Card Receivables are paid directly by the payor into the Azul Viagens Receivables Deposit Account; and

(ix)the proceeds of any receivables pursuant to items (ii) to (iv) above are allocated to designated “branches,” which shall contain separate tax identification numbers to enable the separate identification of payments in respect of the TudoAzul Program.

(c)Notwithstanding the foregoing, the obligation of the Parent Guarantor to procure that certain amounts are paid directly into the relevant Collection Accounts referred to above shall be subject to a 60-day transition period commencing on the Closing Date, during which period the Parent Guarantor shall procure the relevant payors and payment processors are notified of the requirement to pay amounts into the relevant Collection Account. During such 60-day transition period, the Obligors shall be entitled to permit the relevant payors and payment processors to pay the relevant amounts either into any existing bank account previously notified to such payor or into the relevant Collection Account; provided that the Parent Guarantor or any of its Subsidiaries shall transfer any such amounts that are paid into bank accounts other than the relevant Collection Account into the relevant Collection Account within two Business Days after receipt and identification thereof by the Parent Guarantor or any its Subsidiaries.

(d)On the Closing Date, the Assigned TudoAzul Agreements shall comprise the Closing Date Assigned TudoAzul Agreements. On the Closing Date, the Assigned Azul Viagens Agreements shall comprise the Closing Date Assigned Azul Viagens Agreement.

(e)Any Obligor may, at the direction of the Parent Guarantor and without the consent of the Holders or any other party, at any time, (i) amend the TudoAzul Fiduciary Assignment in order to add additional Shared Collateral to secure the Notes, including in order to comply with the TudoAzul Receivables Coverage Covenant and (ii) amend the Azul Viagens Fiduciary Assignment in order to add additional Collateral to secure the Notes, including in order to comply with the Azul Viagens Receivables Coverage Covenant. Notwithstanding any other provision of the Transaction Documents (except as constituting an Event of Default), the termination, expiration or cancellation of any Assigned TudoAzul Agreement or Assigned Azul Viagens Agreement shall not constitute a Default, an Event of Default or a breach or default (however phrased) under the relevant Collateral Document.

(f)The Parent Guarantor shall or shall procure that its Subsidiaries shall within 60 days following the Closing Date: (i) notify all Closing Date Active Travel Agent Counterparties that any receivables payable to the Azul Viagens Business shall be paid directly into the Azul Viagens Receivables Deposit Account, and (ii) procure that the terms of business for the Azul Viagens Business that apply to existing and new customers and other counterparties (including the terms of any Azul Viagens Agreements) provide that that any receivables payable to the Azul Viagens Business shall be paid directly into the Azul Viagens Receivables Deposit Account.

(g)Except for information that is otherwise publicly available, the Holders shall not be entitled to details of the Assigned TudoAzul Agreements or the Assigned Azul Viagens Agreements, and Azul shall not publish or otherwise make available to the Holders any such details, except to the Trustee such information (with names of counterparties to the Assigned TudoAzul Agreements or the Assigned Azul Viagens Agreements redacted but shall be included in the Collateral Documents to the extent necessary for perfection purposes) as shall be necessary to verify calculations of TudoAzul Receivables Coverage Covenant and the Azul Viagens Receivables Coverage Covenant.

(h)Neither the Parent Guarantor nor any of its Subsidiaries shall be required to make publicly available any financial information in respect of the TudoAzul Program (including Clube TudoAzul) or the Azul Viagens Business. Any financial information required to be calculated in respect of the TudoAzul Program or the Azul Viagens Business pursuant to the terms of this Indenture or the Collateral Documents shall be permitted to be calculated by or on behalf of the Obligors using management financial information and such information shall not be required to be subject to any audit or review procedures by an independent auditor.

Section 4.03    Counterparty Notification Requirements.

(a)Commencing on the date that is 60 calendar days after the Closing Date, the Parent Guarantor and Azul Linhas shall procure that the payor in respect of any Assigned TudoAzul Receivables (other than any Foreign TudoAzul Card Receivables) and Assigned Azul Viagens Receivables (other than any Foreign Azul Viagens Card Receivables) is notified that the relevant receivables are subject to the relevant Fiduciary Assignment and shall be paid exclusively and directly into the relevant Collection Account, pursuant to the terms of the relevant Collateral Document. For the avoidance of doubt, (i) the aforementioned notifications shall not be required to be countersigned or otherwise acknowledged by the relevant payor, except where required by such contract to permit the Fiduciary Assignment, and (ii) the aforementioned notification requirement shall also apply with respect to any Assigned TudoAzul Receivables and any Assigned Azul Viagens Receivables (and the applicable payors thereof) arising after the Closing Date.

Section 4.04    Counterparty Consent Requirements.

(a)Notwithstanding any provisions in the Transaction Documents, if any receivables that are to be subject to a Fiduciary Assignment from time to time (including any receivables acquired or arising after the Closing Date and in respect of any Additional Collateral) requires the consent of the relevant payor or counterparty in order for such receivables to be subject to the Fiduciary Assignment, then the Shared Collateral interest in respect of such terms of such receivables shall take effect only upon the receipt by the Parent Guarantor or any of its Subsidiaries (as applicable) of such consent. Until such consent is obtained, such receivables shall not be included in the numerator of the TudoAzul Receivables Coverage Covenant or the Azul Viagens Receivables Coverage Covenant.

(b)In respect of the Closing Date Assigned TudoAzul Agreements to be subject to the TudoAzul Fiduciary Assignment, Azul Linhas shall, within a period of 30 days following the Closing Date (extendable for an additional 30 days upon notice to the Trustee), obtain the consent of the counterparties to the relevant Closing Date Assigned TudoAzul Agreements in order to permit the TudoAzul Fiduciary Assignment to take effect with respect to such Closing Date Assigned TudoAzul Agreement.

(c)In respect of the Closing Date Assigned Azul Viagens Agreement to be subject to the Azul Viagens Fiduciary Assignment, Azul Viagens shall, within a period of 30 days following the Closing Date (extendable for an additional 30 days upon notice to the Trustee), obtain the consent of the counterparties to the Closing Date Assigned Azul Viagens Agreement in order to permit the Azul Viagens Fiduciary Assignment to take effect with respect to the Closing Date Assigned TudoAzul Agreement.

Section 4.05    Azul Cargo Collateral.

(a)The Parent Guarantor shall procure that, commencing on the date that is 60 calendar days after the Closing Date, at all times, the Azul Cargo Collateral includes:

(i)a Fiduciary Assignment in respect of all of the Designated Azul Cargo Credit Card and Debit Card Receivables and the Azul Cargo Receivables Deposit Account; provided that the Fiduciary Assignment in respect of the Designated Azul Cargo Credit Card and Debit Card Receivables shall provide that upon an Obligor’s entry into any Anticipation transaction (which shall be permitted to be entered into with any counterparty) with respect to any Designated Azul Cargo Credit Card and Debit Card Receivables, such Designated Azul Cargo Credit Card and Debit Card Receivables shall be automatically released from the Fiduciary Assignment so long as (x) no Event of Default (or equivalent event) has occurred and is continuing, and (y) the net proceeds received from such Anticipation (after the deduction of any fees, charges, discounts or other finance or transaction costs) (“Anticipated Designated Azul Cargo Credit Card and Debit Card Receivables”) are paid directly by the payor into the Azul Cargo Receivables Deposit Account; and

(ii)a Fiduciary Transfer in respect of the Azul Cargo Intellectual Property.

(b)The Parent Guarantor shall procure that, commencing on the date that is 60 calendar days after the Closing Date, all:

(i)receivables generated by the Azul Cargo Business in transactions entered into with customers in the ordinary course of business (other than (a) receivables that are payable by the Parent Guarantor of its subsidiaries, and (b) Foreign Azul Cargo Card Receivables) shall be paid directly by the payor into the Azul Cargo Receivables Deposit Account;

(ii)the proceeds of all Brazilian real-denominated credit card and debit card receivables (which, for the avoidance of doubt, excludes Foreign Azul Cargo Card Receivables (as defined below)) (“BRL Azul Cargo Credit Card and Debit Card Receivables”) generated by the Azul Cargo Business (the “Designated Azul Cargo Credit Card and Debit Card Receivables”) shall be paid directly by the payor into the Azul Cargo Receivables Deposit Account;

(iii)the net proceeds of any credit card and debit card receivables other than BRL Azul Cargo Credit Card and Debit Card Receivables (“Foreign Azul Cargo Card Receivables”) generated by the Azul Cargo Business are transferred into the Azul Cargo Receivables Deposit Account within two Business Days after receipt and identification thereof by the Parent Guarantor or any of its Subsidiaries;

(iv)the net proceeds of any Anticipated Designated Azul Cargo Credit Card and Debit Card Receivables are paid directly by the payor into the Azul Cargo Receivables Deposit Account; and

(v)the proceeds of any receivables pursuant to items (ii) to (iv) above are allocated to designated “branches,” which shall contain separate tax identification numbers to enable the separate identification of payments in respect of the Azul Cargo Business.

(c)Neither the Parent Guarantor nor any of its Subsidiaries shall be required to make publicly available any financial information in respect of the Azul Cargo Business. Any financial information required to be calculated in respect of the Azul Cargo Business pursuant to the terms of this Indenture, the Collateral Documents or the Azul Cargo Collateral Documents shall be permitted to be calculated by or on behalf of the Obligors using management financial information and such information shall not be required to be subject to any audit or review procedures by an independent auditor.

(d)At any time prior to the occurrence of an Event of Default, amounts in the Azul Cargo Receivables Deposit Account shall be transferred daily into the Azul Linhas Freeflow Account in accordance with the terms of the Azul Cargo Fiduciary Assignment.

(e)Commencing on the date that is 60 calendar days after the Closing Date, the Parent Guarantor and Azul Linhas shall procure that the payor in respect of any Designated Azul Cargo Credit Card and Debit Card Receivables (other than any Foreign Azul Cargo Card Receivables) is notified that the relevant receivables are subject to the relevant Fiduciary Assignment and shall be paid exclusively and directly into the Azul Cargo Receivables Deposit Account, pursuant to the terms of the Azul Cargo Fiduciary Assignment. For the avoidance of doubt, (i) the aforementioned notifications shall not be required to be countersigned or otherwise acknowledged by the relevant payor, except where required by such contract to permit the Fiduciary Assignment, and (ii) the aforementioned notification requirement shall also apply with respect to any Designated Azul Cargo Credit Card and Debit Card Receivables (and the applicable payors thereof) arising after the Closing Date.

(f)Notwithstanding any provisions in the Azul Cargo Collateral Documents and any Azul Cargo Priority Secured Debt Documents, if any receivables that are to be subject to a Fiduciary Assignment from time (including any receivables acquired or arising after the Closing Date and in respect of any Additional Collateral) to time requires the consent of the relevant payor or counterparty in order for such receivables to be subject to the Fiduciary Assignment, then the Azul Cargo Collateral interest in respect of such terms of such receivables shall take effect only upon the receipt by the Parent Guarantor or any of its Subsidiaries (as applicable) of such consent.

(g)The Holders hereby appoint the Brazilian Collateral Agent as agent for the purposes of perfecting the security interest in assets constituting Azul Cargo Collateral which can be perfected by filing, possession or control, including any accounts subject to an account control agreement pursuant to any Azul Cargo Collateral Document, and the Brazilian Collateral Agent hereby acknowledges that it shall hold possession or otherwise control any such Azul Cargo Collateral in accordance with the terms hereof and the Azul Cargo Collateral Documents to which it is a party for the ratable benefit of all Holders, including as gratuitous bailee for the sole purpose of perfecting the Liens in the Azul Cargo Collateral, in each case without any representation or warranty of any kind.

(h)Each Holder (i) hereby authorizes the Brazilian Collateral Agent to act at the direction of the Requisite Noteholders with respect to any act, consent or waiver that is designated in any Transaction Document or this Indenture to be taken by the Brazilian Collateral Agent acting at the direction of the Requisite Noteholders and (ii) for all purposes under the Transaction Documents, shall be deemed to consent to any such action of the Brazilian Collateral Agent taken at the direction of the Requisite Noteholders. Subject to the terms of this Indenture, the Brazilian Collateral Agent hereby agrees to follow any such written instruction of the Requisite Noteholders. The Brazilian Collateral Agent shall not be required to exercise any discretionary rights or remedies hereunder or give any consent hereunder unless, subject to the other terms and provisions of this Indenture, it shall have been expressly directed to do so by an act of the Required Noteholders.

Section 4.06    Collection Accounts.

(a)The Collection Accounts shall be in the name of an Obligor and subject to the Lien of the Applicable Collateral Representatives for the benefit of the Secured Parties and under the exclusive control of the Account Bank acting under the instructions of the Applicable Collateral Representatives, subject to the Intercreditor Agreement. The Account Bank shall have no right of set-off or counterclaim on account of claims against the Obligors, the Collateral Agents or any other person against any Collection Account or any other account established in connection with the Notes, except for customary administrative items.

(b)To the extent the Obligors or any of their subsidiaries receives any payments that are required, pursuant to the terms of the relevant Collateral Document, to be paid directly into a Collection Account, into an account other than the relevant Collection Account, such Obligor shall deposit or cause such amounts to be deposited, as the case may be, directly into the relevant Collection Account within two Business Days after receipt and identification thereof.

(c)Whether or not a Default or an Event of Default has occurred and is continuing, any amounts not required to be paid directly into the relevant Collection Account pursuant to the terms of the relevant Collateral Document that are paid directly into the relevant Collection Account in error will, following certification to the Account Bank and the Applicable Collateral Representatives to such effect, transferred by the Account Bank from the relevant Collection Account to the relevant Freeflow Account on the Business Day following receipt of such certification.

(d)The Obligors may or may cause any of their Subsidiaries (with written notice to the Account Bank and the Applicable Collateral Representatives) to deposit amounts into any Collection Account from time to time prior to a Distribution Date. Any amounts so deposited into any Collection Account that are not required to be paid into a Collection Account pursuant to the terms of any Secured Debt Document are referred to herein as “Voluntary Contributions.” Any Voluntary Contribution shall not be included in the numerator of the TudoAzul Receivables Coverage Covenant or the Azul Viagens Collateral Coverage Covenant.

(e)Notwithstanding anything herein to the contrary, so long as no Event of Default has occurred and is continuing and so long as permitted by the terms of any First Priority Secured Debt (including any required offers to prepay) at such time, funds on deposit in the Collection Accounts will be transferred by the Account Bank from the relevant Collection Account to the relevant Freeflow Account on the Business Day following deposit thereof.

(f)Once the New First Priority Financing is incurred and the Lockbox Structure is implemented, instead of being transferred daily into the Freeflow Accounts, the Collection Accounts shall be blocked at all times and under the sole dominion and control of Account Bank acting under the instructions of the Applicable Collateral Representatives, subject to the terms of the Intercreditor Agreement.

(g)At any time prior to a Remedies Direction, the Obligors shall be entitled to instruct the Brazilian Collateral Agent to transfer any amounts in any Collection Account into the USD Blocked Account and the Obligors shall be permitted to maintain balances in the USD Blocked Account including, without limitation, for the purposes of the determining whether the Quarterly Freeflow Date has occurred as contemplated by the definition of Quarterly Freeflow Date.

(h)Pending application, amounts retained in the Collection Accounts may be invested by the Account Bank (acting at the direction of the Brazilian Collateral Agent as instructed by the Parent Guarantor or other Obligor, it being understood and agreed that this may be a standing instruction) in Cash Equivalents that are both denominated and payable in Brazilian reais.

(i)The Obligors may replace any Account Bank from time to time in accordance with the Transaction Documents, subject to valid and perfected Liens over the existing Collection Account(s) remaining in place until valid and perfected Liens over the new Collection Account(s) are established.

Section 4.07    Operation of the TudoAzul Program and Azul Viagens Business.

(a)Each Obligor (as applicable) agrees to honor Points according to the policies and procedures of the TudoAzul Program and to otherwise, subject to cure, except to the extent that would not be reasonably expected to cause a Material Adverse Effect, and shall take any action permitted under the Assigned TudoAzul Agreements and Assigned Azul Viagens Agreements and applicable law that it, in its reasonable business judgment, determines is advisable, in order to diligently and promptly (i) enforce its rights and any remedies available to it under the Assigned TudoAzul Agreements and the Assigned Azul Viagens Agreements, (ii) perform its obligations under the Assigned TudoAzul Agreements and the Assigned Azul Viagens Agreements and (iii) perform the obligations of any Obligor or their respective Subsidiaries under the Assigned TudoAzul Agreements and the Assigned Azul Viagens Agreements, in each case except as would not reasonably be expected to result in a Material Adverse Effect.

(b)The Obligors shall not, and the Parent Guarantor shall procure that its Subsidiaries shall not (i) substantially reduce the TudoAzul Program or modify the terms of the TudoAzul Program in any manner that would reasonably be expected to result in a Material Adverse Effect, or (ii) change the policies and procedures of the TudoAzul Program except to the extent that such change would not be reasonably expected to cause a Material Adverse Effect.

(c)For the avoidance of doubt, Azul and its Subsidiaries shall have the sole and absolute discretion to (i) modify the features or terms of Clube TudoAzul membership, or (ii) to exit from, terminate, cancel or otherwise discontinue Clube TudoAzul; provided that, in the case of (ii) only, Azul shall have delivered to the Trustee an Appraisal as of a date no earlier than six months prior to the date of any such exit, termination, cancellation or discontinuance, and an officer’s certificate certifying that, as of such date, the LTV Ratio (calculated as to First Priority Secured Debt only) does not exceed 62.5%. The aggregate value of the TudoAzul Program (without Clube TudoAzul), the Azul Viagens Business and the Airline Intellectual Property, determined in such Appraisal will be used as part of the Appraisal used to test the LTV Ratio (calculated as to First Priority Secured Debt only).

(d)Each applicable Obligor shall maintain in effect commercially reasonable privacy and data security policies. Without limiting the generality of the foregoing, except as would not reasonably be expected to result in a Material Adverse Effect, each applicable Obligor shall comply in all material respects and shall cause each of its Subsidiaries and each of its Third Party Processors to be in compliance in all material respects with (i) all internal privacy policies and privacy policies contained on any websites maintained by or on behalf of each Obligor or such Subsidiary and such policies are accurate, not misleading and consistent with the actual practices of each such Obligor, (ii) all applicable Data Protection Laws with respect to Personal Data of the United States, the State of California, the United Kingdom, the Cayman Islands, the European Union and Brazil and (iii) its contractual commitments and obligations regarding Personal Data.

(e)Notwithstanding any other provision in the Transaction Documents, the Parent Guarantor and its Subsidiaries shall be permitted, in their sole and absolute discretion, to change any aspect of the branding of, or to rebrand, the TudoAzul Program and/or the Azul Viagens Business; provided that, for clarity, the modified, replacement or successor branding shall be included in the Contributed Intellectual Property; and provided, further, that such change would not reasonably be expected to cause a Material Adverse Effect.

(f)Notwithstanding any other provision in the Transaction Documents, the Parent Guarantor and its Subsidiaries shall be permitted, in their sole and absolute discretion, to change any aspect of the branding of, or to rebrand, the Azul Cargo Business; provided that, for clarity, the modified, replacement or successor branding shall be included in the Fiduciary Transfer in respect of the Azul Cargo Intellectual Property; and provided, further, that such change would not reasonably be expected to cause a Material Adverse Effect.

Section 4.08    Maintenance of Rating.

The Obligors shall cooperate with the Rating Agencies in obtaining a rating for the Notes of each Series from any two Rating Agencies and shall use commercially reasonable efforts to cause the Notes of each Series to be continuously rated by any two Rating Agencies but shall not be required to obtain any specific rating. The Obligors shall use commercially reasonable efforts to provide the relevant Rating Agencies (at their sole expense) such reports, records and documents as such Rating Agency shall reasonably request to monitor or affirm such ratings, except to the extent the disclosure of any such document or any such discussion would result in the violation of any contractual or legal obligation of an Obligor; provided that the failure by any Obligor to obtain such a rating after using commercially reasonable efforts shall not constitute an Event of Default.

Section 4.09    Limitation on Certain Investments.

(a)None of the Issuer, the IP Parties and IntelAzul shall, directly or indirectly, make any Investment other than any Investment specified, with respect to Investments made by the Issuer, clauses (1) through (7) of the definition of “Permitted Investment” and, with respect to Investments made by IntelAzul and the IP Parties, clauses (1) through (6) of the definition of “Permitted Investment.”

(b)The Parent Guarantor shall not, and shall not permit any of its Subsidiaries to, make any Investment to create or acquire, or in furtherance or support of, or own or operate, any Loyalty Program (for the avoidance of doubt, other than the TudoAzul Program) or Travel Package Business (for the avoidance of doubt, other than the Azul Viagens Business) other than a Permitted Acquisition Loyalty Program or Permitted Acquisition Travel Package Business, in each case, in compliance with the terms of this Indenture.

Section 4.10    Incurrence of Indebtedness.

(a)The Issuer, IntelAzul, Azul Viagens and the IP Parties shall not, after the Closing Date, directly or indirectly incur any Indebtedness other than the following:

(i)Permitted First Priority Secured Debt that (i) is not secured by assets other than the Collateral (except in the case of Non-Shared Collateral to the extent expressly permitted by this Indenture), and (ii) does not benefit from any guarantee by any Person that does not also guarantee the Notes;

(ii)(1) Pre-paid Points Purchases (other than any Blocked Pre-paid Points Purchase), so long as (A) the aggregate amount of Points purchased or other Indebtedness incurred in connection with such Pre-paid Points Purchases (other than Blocked Pre-paid Points Purchases) does not exceed the Permitted Pre-paid Points Basket Amount, (B) the proceeds of such Pre-paid Points Purchases (other than a Blocked Pre-paid Points Purchase) are paid directly to the Collection Account (C) such sale is non-refundable and non-recourse to the IP Parties, and (D) the Indebtedness related thereto (if any) is unsecured or secured by assets of the Parent Guarantor or its Subsidiaries (other than the IP Parties) that do not constitute Shared Collateral; and (2) any Blocked Pre-paid Points Purchase;

(iii)Indebtedness arising from customary indemnification or other similar obligations under the Transaction Documents and the other agreements entered into on the Closing Date in connection therewith (or permitted replacements or amendments thereto);

(iv)Additional Indebtedness incurred by IntelAzul or Azul Viagens (including in the case of Azul Viagens, any Indebtedness of a Subsidiary of Azul Viagens, whether incurred or existing at the time such Subsidiary is acquired) in the ordinary course of business in an aggregate principal amount, when taken together with any other Indebtedness of Azul Viagens (excluding Secured Debt) outstanding at the time of such incurrence, not to exceed US$8.0 million (or the equivalent thereof in other currencies at the time of determination) (calculated on a consolidated basis in accordance with IFRS); and

(v)Indebtedness owed by Azul Viagens to any Obligor that is subordinated to the Secured Obligations as contemplated by Section 10.01.

(b)Notwithstanding any other provision of the Transaction Documents, Indebtedness incurred pursuant to the provision described above can be denominated in, and be payable in, any currency.

(c)Concurrently with or no earlier than 30 days prior to the incurrence of any Permitted First Priority Secured Debt after the Closing Date, the Parent Guarantor shall deliver to the Trustee an Appraisal as of a date no earlier than six months prior to the date that such Permitted First Priority Secured Debt is incurred by the Issuer or the relevant Guarantor. The aggregate value of the TudoAzul Program, the Azul Viagens Business and the Airline Intellectual Property determined in such Appraisal will be used to test the LTV Ratio (calculated as to First Priority Secured Debt only) in connection with the incurrence of such Permitted First Priority Secured Debt, provided that the LTV Ratio does not include the Azul Cargo Business and, for the purposes of the LTV Ratio, the value of the Airline Intellectual Property shall be calculated to exclude the value of the Azul Cargo Intellectual Property.

(d)For purposes of determining compliance with, and the outstanding principal amount of, any particular Indebtedness incurred pursuant to and in compliance with this covenant (including the definition of Permitted First Priority Secured Debt): (i) the outstanding principal amount of any item of Indebtedness (including any guarantees of Indebtedness) will be counted only once; and (ii) the amount of Indebtedness issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined in accordance with IFRS.

(e)Notwithstanding any other provision of this covenant, no Obligor shall, with respect to any outstanding Indebtedness incurred, be deemed to be in violation of this covenant solely as a result of fluctuations in the exchange rates.

(f)For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness (including the definition of Permitted First Priority Secured Debt), the U.S. dollar-equivalent principal amount of Indebtedness denominated in a non-U.S. currency will be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred or, in the case of revolving credit Indebtedness, first committed; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a non-U.S. currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction will be deemed not to have been exceeded so long as the principal amount of such Permitted Refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, will be calculated based on the currency exchange rate applicable to the currencies in which such Permitted Refinancing Indebtedness is denominated that is in effect on the date of such refinancing.

Section 4.11    Blocked Pre-paid Points Purchase.

(a)If the Parent Guarantor or any of its Subsidiaries enters into any Pre-paid Points Purchase in compliance with the provisions of the paragraph below, then (i) such Pre-paid Points Purchase shall be deemed to be a “Blocked Pre-paid Points Purchase” and (ii) the Net Proceeds of such Blocked Pre-paid Points Purchase shall not constitute a Mandatory Prepayment Event and, therefore, the Issuer shall not be required to comply with Section 3.08 in respect of the Net Proceeds of such Blocked Pre-paid Points Purchase.

(b)In order for a Pre-paid Points Purchase to constitute a Blocked Pre-paid Points Purchase, (i) the Net Proceeds of such Pre-paid Points Purchase (less any Permitted Basket Net Proceeds) shall be paid directly by the payor into the BRL Blocked Account (a “Blocked Pre-paid Amount”), and (ii) within five Business Days following the payment of such Net Proceeds into the BRL Blocked Account, Azul Linhas shall deliver to the Trustee and each Collateral Agent an Officer’s Certificate (a “Price-per-Point Certificate”) certifying the price (in Brazilian reais) per Point (a “Pre-paid Point”) paid by the relevant counterparty under the relevant TudoAzul Agreement in connection with such Blocked Pre-paid Points Purchase (the “Price-per-Point”). The counterparty shall disclaim in writing any rights to the BRL Blocked Account and the funds contained therein, and Azul Linhas shall so certify in the Price-per-Point Certificate. Notwithstanding the foregoing, the Parent Guarantor and its Subsidiaries shall be permitted to designate (in the relevant Price-per-Point Certificate) a portion of any Net Proceeds of a Blocked Pre-paid Points Purchase as “Permitted Basket Net Proceeds” if the Permitted Pre-paid Points Basket Amount would not be exceeded calculated as of the date of such Price-per-Point Certificate after taking into account all previous Pre-Paid Points Purchases in the relevant period. The Parent Guarantor or any of its Subsidiaries shall procure that any Permitted Basket Net Proceeds so designated are paid directly by the payor into the TudoAzul Receivables Deposit Account and such Permitted Basket Net Proceeds shall constitute Pre-paid Points Purchases (and not Blocked Pre-paid Points Purchases).

(c)The terms of the relevant Fiduciary Assignment and the related Account Control Agreement in respect of the BRL Blocked Account will require that any Blocked Pre-paid Amount shall remain on deposit in the BRL Blocked Account until the Brazilian Collateral Agent receives, on one or more occasions, a Points Allocation Officer’s Certificate. Within one Business Day following receipt of a Points Allocation Officer’s Certificate, the Brazilian Collateral Agent shall instruct the Account Bank to cause that the relevant Points Allocation Release Amount is transferred from the BRL Blocked Account to the TudoAzul Receivables Deposit Account. For the avoidance of doubt, Azul Linhas shall be permitted to deliver more than one Points Allocation Officer’s Certificate in respect of any Blocked Pre-paid Amount.

(d)As used above, a “Points Allocation Officer’s Certificate” means any Officer’s Certificate of Azul Linhas delivered to the Trustee and each Collateral Agent (i) certifying that the relevant counterparty under the relevant TudoAzul Agreement in connection with a Blocked Pre-paid Points Purchase has allocated a specified number of Pre-paid Points to its underlying customers and attaching documents, such as an control spreadsheet with Personal Data removed, evidencing such allocation (the “Allocated Points”), (ii) certifying the Price-per-Point in respect of such Pre-paid Points, and (iii) instructing the Brazilian Collateral Agent to instruct the Account Bank to cause that an amount in Brazilian reais on deposit in the BRL Blocked Account equal the number of Allocated Points multiplied by the Price-per-Point (together with the pro rata share of any investment income in the BRL Blocked Account in respect of such amount) (the “Points Allocation Release Amount”) be transferred from the BRL Blocked Account to the TudoAzul Receivables Deposit Account.

(e)For reasons of commercial confidentiality, the Holders shall not be entitled to request a copy of any Price-per-Point Certificate or any Points Allocation Officer’s Certificate or any numerical calculations set forth therein.

(f)The terms of the relevant Fiduciary Assignment and the related Account Control Agreement in respect of the BRL Blocked Account will permit the Account Bank shall, at the direction of Azul Linhas, to direct the Brazilian Collateral Agent to invest any balance in the BRL Blocked Account in Cash Equivalents.

Section 4.12    Limitation on Restricted Payments.

(a)The Parent Guarantor will not, and will not permit any of its Subsidiaries to, directly or indirectly, take any of the following actions:

(i)declare or pay any dividend or make any distribution on the Capital Stock of the Parent Guarantor or any of its Subsidiaries to holders of such Capital Stock, other than:

(A)dividends or distributions payable in Qualified Capital Stock of the Parent Guarantor or any of its Subsidiaries;

(B)dividends or distributions payable to the Parent Guarantor or any of its Subsidiaries; or

(C)dividends or distributions made on a pro rata basis to the Parent Guarantor or any of its Subsidiaries, on the one hand, and minority holders of Capital Stock of a direct or indirect Subsidiary of the Parent Guarantor, on the other hand (or on a less than pro rata basis to any minority holder);

(ii)purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Parent Guarantor;

(iii)make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value (collectively for purposes of this clause (iii), a “purchase”) any Subordinated Indebtedness of any Obligor (excluding any intercompany Indebtedness between or among the Parent Guarantor and any of its Subsidiaries), except any scheduled payment of interest and any purchase within one year of the scheduled maturity thereof; or

(iv)make any Restricted Investment,

(all such payments and other actions set forth in clauses (i) to (iv) above being collectively referred to as “Restricted Payments”),

unless, at the time of the Restricted Payment and after giving pro forma effect to such Restricted Payment:

(v)no Default or Event of Default has occurred and is continuing as of such time;

(vi)the Parent Guarantor could incur at least US$1.00 of Indebtedness under the First Priority Secured Ratio Amount test set forth in the definition of Permitted First Priority Secured Debt;

(vii)such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Parent Guarantor and its Subsidiaries since the Closing Date (excluding Restricted Payments permitted by clauses (ii) through (xii) of paragraph (b) below), is less than the sum, without duplication, of:

(A)(x) 50% of the Consolidated Net Income of the Parent Guarantor for the period from July 1, 2023 to the last day of the Parent Guarantor’s most recently completed fiscal quarter for which financial statements have been provided pursuant to the terms of this Indenture (or, if such Consolidated Net Income for such period is a loss, less 100% of such loss) accrued on a cumulative basis during the period, taken as one accounting period, less (y) Permitted Brazilian Dividends paid since the Closing Date; plus

(B)100% of the aggregate net cash proceeds and the Fair Market Value of non-cash consideration received by the Parent Guarantor after the Closing Date as a contribution to its equity capital or from the issue or sale of Qualified Capital Stock (other than Qualified Capital Stock sold to a Subsidiary of the Parent Guarantor); plus

(C)100% of the aggregate net cash proceeds and the Fair Market Value of non-cash consideration received by the Parent Guarantor or any of its Subsidiaries from the issue or sale of convertible or exchangeable Disqualified Capital Stock of the Parent Guarantor or any of its Subsidiaries or convertible or exchangeable debt securities of the Parent Guarantor or any of its Subsidiaries (regardless of when issued or sold), or in connection with the conversion or exchange thereof, in each case that have been converted into or exchanged since the Closing Date for Qualified Capital Stock (other than Qualified Capital Stock and convertible or exchangeable Disqualified Capital Stock or debt securities sold to a Subsidiary of the Parent Guarantor); plus

(D)to the extent that any Restricted Investment that was made after the Closing Date pursuant to this paragraph (a) is sold (other than to the Parent Guarantor or any of its Subsidiaries) or otherwise cancelled, liquidated or repaid for cash, the amount of cash received by the Parent Guarantor or any of its Subsidiaries in respect of such sale, liquidation or disposition or the Fair Market Value of property received by the Parent Guarantor or any of its Subsidiaries in respect of such sale, liquidation or disposition (in each case, less the cost of disposition, liquidation or repayment, if any, paid or to be paid by the Parent Guarantor or any of its Subsidiaries); plus

(E)to the extent that any Restricted Investment that was made after the Closing Date pursuant to this paragraph (a) is made in a Person that subsequently becomes a Subsidiary of the Parent Guarantor, the amount of the Restricted Investments that was made in such Person by the Parent Guarantor or any of its Subsidiaries; plus

(F)the amount of cash received by the Parent Guarantor or any of its Subsidiaries as repayment of loans which constituted Restricted Investments made by the Parent Guarantor or any of its Subsidiaries after the Closing Date pursuant to this paragraph (a) or the value of guarantees granted after the Closing Date by the Parent Guarantor or any of its Subsidiaries which constituted Restricted Investments pursuant to this paragraph (a) that have been released in full.

(b)Notwithstanding anything to the contrary in clause (a) above, the provisions of clause (a) above shall not prohibit (and the Parent Guarantor and its Subsidiaries shall be permitted, directly or indirectly, to undertake) any or all of the following:

(i)the declaration and payment of the minimum mandatory dividend (dividendo mínimo obrigatório) established, where applicable, in the by-laws of the Parent Guarantor or any of its Subsidiaries in effect on the date of the Offering Memorandum, in accordance with the first part (caput) of article 202 of the Brazilian Federal Law No. 6404/76, including any interest on equity (juros sobre o capital próprio) paid for the purposes of the minimum mandatory dividend (and deducted from the minimum mandatory dividend), provided that the Board of Directors of the Parent Guarantor or such Subsidiary have not determined that any such payment of mandatory dividends would be inadvisable given the financial condition of the Parent Guarantor or such Subsidiary (the “Permitted Brazilian Dividends”);

(ii)the payment of any dividend or distribution within 60 days after the date of declaration thereof, or at the date established in the shareholders’ meeting approving the declaration thereof, if, at the date of declaration, such payment would have complied with the provisions of this Indenture;

(iii)the acquisition of any shares of Capital Stock of the Parent Guarantor in exchange for Qualified Capital Stock of the Parent Guarantor;

(iv)the making of any Restricted Payment in exchange for, or out of, or with the net cash proceeds of, the substantially concurrent sale (other than to a Subsidiary of the Parent Guarantor) of, Qualified Capital Stock of the Parent Guarantor, or from the substantially concurrent contribution (other than from a Subsidiary of the Parent Guarantor) to the equity capital of the Parent Guarantor; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will not be considered net cash proceeds of Qualified Capital Stock for the purposes of clause (a)(vii)(C) above;

(v)the purchase, repurchase, redemption, prepayment, defeasance, redemption or other acquisition or retirement for value of any Subordinated Indebtedness in exchange for, or through the application of net cash proceeds of, a substantially concurrent sale (other than to a Subsidiary of the Parent Guarantor), of Qualified Capital Stock of the Parent Guarantor, a substantially concurrent contribution to the equity capital of the Parent Guarantor, or the incurrence of Permitted Refinancing Subordinated Indebtedness in respect of such Subordinated Indebtedness; provided however that any such Subordinated Indebtedness shall have a maturity date occurring after each maturity date under the Notes;

(vi)the repurchase, redemption, acquisition or retirement for value of any Capital Stock of the Parent Guarantor or any of its Subsidiaries held by any current or former officer, director, member, consultant or employee (or their estates or beneficiaries of their estates) of the Parent Guarantor or any of its Subsidiaries pursuant to any management equity plan or equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement, arrangement or plan; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Capital Stock may not exceed US$25.0 million (or the equivalent thereof in other currencies at the time of determination) in any twelve-month period; provided that the Parent Guarantor or any of its Subsidiaries may carry over and make in subsequent twelve-month periods, in addition to the amounts permitted for such twelve-month period, up to US$15.0 million (or the equivalent thereof in other currencies at the time of determination) of unutilized capacity under this clause (vi) attributable to the immediately preceding twelve-month period;

(vii)repurchases of Capital Stock or other Restricted Payments deemed to occur upon (i) the exercise of stock options, warrants or other securities convertible or exchangeable into Capital Stock or any other securities, to the extent such Capital Stock represents all or a portion of the exercise price thereof, or (ii) the withholding of a portion of Capital Stock issued to current or former officer, director, member, consultant or employee (or their estates or beneficiaries of their estates) under any management equity plan or equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement, arrangement or plan of the Parent Guarantor or its Subsidiaries to cover withholding tax obligations of such persons in respect of such issuance;

(viii)payments of cash, dividends, distributions, advances, Capital Stock or other Restricted Payments by the Parent Guarantor or any of its Subsidiaries to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise, conversion or exchange (as applicable) of stock options, warrants or securities or exchangeable into Capital Stock of the Parent Guarantor;

(ix)Restricted Payments in respect of any restricted stock units or other instruments or rights whose value is based in whole or in part on the value of any Capital Stock of the Parent Guarantor or any of its Subsidiaries issued to any current or former officer, director, member, consultant or employee of the Parent Guarantor or any of its Subsidiaries;

(x)so long as no Default or Event of Default has occurred and is continuing or would exist after giving pro forma effect thereto, the declaration and payment of regularly scheduled or accrued dividends, distributions or payments to holders of any class or series of Disqualified Capital Stock or Subordinated Indebtedness or any preferred stock of any Subsidiary of the Parent Guarantor, required to be paid pursuant to the terms thereof, either outstanding on the Closing Date or issued on or after the Closing Date in compliance with the terms of this Indenture;

(xi)in the event of a Parent Change of Control, and if no Default or Event of Default has occurred and is continuing, including after giving effect thereto, the payment, purchase, redemption, defeasance or other acquisition or retirement of any Subordinated Indebtedness, in each case, at a purchase price not greater than 101% of the principal amount of such Subordinated Indebtedness plus any accrued and unpaid interest thereon, and additional amounts, if any; and

(xii)so long as no Default or Event of Default has occurred and is continuing or would exist after giving pro forma effect thereto, Restricted Payments in an amount which, when taken together with all Restricted Payments made pursuant to this clause (xii) after the Closing Date, does not exceed the greater of (i) US$200.0 million (or the equivalent thereof in other currencies at the time of determination) and (ii) 5.00% of Consolidated Total Assets as of the date of such Restricted Payment.

(c)Notwithstanding the foregoing, none of the Parent Guarantor nor its Subsidiaries shall make any Restricted Payment or Permitted Investment of any Collateral.

(d)In the case of any Restricted Payment that is not in cash, the amount of such non-cash Restricted Payment will be the Fair Market Value on the date of such Restricted Payment of the property, assets or securities proposed to be paid, transferred or issued by the Parent Guarantor or the relevant Subsidiary of the Parent Guarantor, as the case may be, pursuant to such Restricted Payment.

(e)For purposes of determining compliance with this covenant, if a proposed Restricted Payment (or portion thereof) meets the criteria of more than one of the categories of Restricted Payments described in clauses (i) through (xii) above of paragraph (b), or is entitled to be made pursuant to paragraph (a), the Parent Guarantor and its Subsidiaries will be entitled to classify on the date of its payment or later reclassify such Restricted Payment (or portion thereof) in any manner that complies with this covenant.

(f)The payment on or with respect to, and the purchase, prepayment, redemption, defeasance or other acquisition or retirement for value of any Indebtedness of the Parent Guarantor or any of its Subsidiaries that is not Subordinated Indebtedness shall not constitute a Restricted Payment and therefore will not be subject to any of the restrictions described in this Section 4.11.

(g)As used in this Section 4.11 in respect of any of the Subsidiaries of the Parent Guarantor that is a partnership, a limited liability partnership, a limited liability company or similar form, dividends shall be deemed to refer to any distribution similar to a dividend.

(h)Subject to compliance with applicable law, the Parent Guarantor agrees not to propose to its shareholders that the by-laws of the Parent Guarantor be amended to increase the minimum mandatory dividend (dividendo mínimo obrigatório) above the minimum mandatory dividend (dividendo mínimo obrigatório) in the by-laws of the Parent Guarantor in effect on the Closing Date.

Section 4.13    Limitation on Liens.

(a)The Parent Guarantor will not, and will not permit any of its Subsidiaries to, directly or indirectly create, incur, assume or suffer to exist any Lien of any kind on (i) any property or asset that constitutes Shared Collateral, (ii) any property or asset of IntelAzul or (iii) any property or asset of Azul Viagens that is of a the type that constitutes Shared Collateral (including any agreement or contract right but excluding stock of a subsidiary of Azul Viagens), except Permitted Collateral Liens.

(b)The Parent Guarantor will not, and will not permit any of its Subsidiaries to, directly or indirectly create, incur, assume or suffer to exist any Lien of any kind on any property or asset that constitutes Azul Cargo Collateral, except Permitted Azul Cargo Liens.

(c)No IP Party will directly or indirectly create, incur, assume or suffer to exist any Lien of any kind on any of its property or assets other than Permitted Collateral Liens.

Section 4.14    Limitation on Transactions with Affiliates.

(a)The Parent Guarantor shall not, and shall not permit any of its Subsidiaries, to enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service), involving aggregate consideration in excess of US$10.0 million, with, or for the benefit of, any Affiliate of the Parent Guarantor or any of its Subsidiaries, other than the Parent Guarantor or any of its Subsidiaries (an “Affiliate Transaction”) unless (i) the terms of the Affiliate Transaction are no less favorable to the Parent Guarantor or any of its Subsidiaries than those that could be obtained at the time of the Affiliate Transaction in arm’s length dealings with a person who is not an Affiliate, or (ii) the Affiliate Transaction is in existence as of the Closing Date.

(b)The following transactions will be deemed to not be Affiliate Transactions, and therefore will not be subject to the provisions of this covenant: (i) the issuance of Qualified Capital Stock to Affiliates of the Parent Guarantor or any of its Subsidiaries, (ii) any purchase by an Affiliate of the Parent Guarantor or any of its Subsidiaries of Indebtedness or Disqualified Capital Stock, the majority of which is offered to Persons who are not Affiliates of the Parent Guarantor or any of its Subsidiaries, (iii) any transaction effected as part of a Qualified Receivables Transaction, (iv) any employment agreement, confidentiality agreement, non-competition agreement, incentive plan, employee stock option agreement, long-term incentive plan, profit sharing plan, employee benefit plan, indemnification agreement, union agreement, collective bargaining agreement or any similar arrangement entered into with or for the benefit of any employee, officer, director or consultant by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business and payments pursuant thereto, and (v) transactions with customers, clients, suppliers or purchasers or sellers of goods or services in the ordinary course of business or transactions with joint ventures, alliances or alliance members entered into in the ordinary course of business.

Section 4.15    Restrictions on Disposition of Shared Collateral and Azul Cargo Collateral.

(a)The Parent Guarantor shall not, directly or indirectly sell or otherwise Dispose of, or permit any of its Subsidiaries to sell or otherwise Dispose of, any Shared Collateral (including by way of any Sale of a Grantor), except for a Permitted Shared Collateral Disposition. No IP Party or IntelAzul shall sell or otherwise Dispose of any of its property or assets (including the Shared Collateral, and including by way of any Sale of a Grantor), except for a Permitted Shared Collateral Disposition. Azul Viagens shall not sell or otherwise Dispose of any property or asset of Azul Viagens that is of a the type that constitutes Shared Collateral (including any agreement or contract right but excluding stock of a subsidiary of Azul Viagens), except for a Permitted Shared Collateral Disposition.

(b)The Parent Guarantor shall not, directly or indirectly sell or otherwise Dispose of, or permit any of its Subsidiaries to sell or otherwise Dispose of, any Azul Cargo Collateral (including by way of any Sale of a Grantor), except for a Permitted Azul Cargo Collateral Disposition.

Section 4.16    Restrictions on Business Activities.

(a)The Parent Guarantor will not, and will not permit any of its Subsidiaries (other than the IP Parties) to, engage in any business other than the Permitted Airline Business, except to such extent as would not reasonably be expected to have a Material Adverse Effect on the Parent Guarantor and its Subsidiaries (other than the IP Parties) taken as a whole.

(b)The IP Parties will not engage in any business other than the Permitted IP Party Business.

(c)Other than as required or permitted by the Transaction Documents, the IP Parties have not and shall not:

(i)engage in any business or activity other than (A) the purchase, receipt, management and sale of Shared Collateral; provided that in no event shall any IP Party purchase, receive, manage or sell real property, (B) the transfer and pledge of Shared Collateral pursuant to the terms of the Collateral Documents and the First Priority Secured Debt Documents and the Notes Documents, (C) the entry into and the performance under the Transaction Documents to which it is a party and (D) such other activities as are incidental thereto;

(ii)acquire or own any material assets other than (A) the Shared Collateral; provided that in no event shall any IP Party acquire or own real property, or (B) incidental property as may be necessary or desirable for the operation of any IP Party and the performance of its obligations under the Transaction Documents to which it is a party and the First Priority Secured Debt Documents and the Notes Documents;

(iii)(A) merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets, or (B) change its legal structure, or jurisdiction of incorporation, unless, in connection with any of the foregoing, such action shall result in the substantially contemporaneous occurrence of the discharge of the Secured Obligations;

(iv)except as otherwise permitted under clause (iii) above, fail to preserve its existence as an entity duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation;

(v)form, acquire or own any Subsidiary (other than another IP Party that is a wholly-owned Subsidiary of such IP Party), own any Equity Interests in any other entity, or make any Investment in any Person other than to the extent permitted in its memorandum and articles;

(vi)except as contemplated in the Notes Documents, commingle its assets with the assets of any of its Affiliates, or of any other Person;

(vii)incur any Indebtedness other than (i) First Priority Secured Debt, (ii) Notes Secured Debt and (iii) ordinary course contingent obligations under or any terms thereof any Transaction Documents (such as customary indemnities to fronting banks, administrative agents, collateral agents, depository banks, escrow agents, etc.);

(viii)become insolvent or fail to pay its debts and liabilities from its assets as the same shall become due in the ordinary course of business;

(ix)fail to maintain its records, books of account and bank accounts separate and apart from those of any other Person;

(x)enter into any contract or agreement with any Person, except (A) the Transaction Documents and the First Priority Secured Debt Documents and the Notes Documents to which it is a party, (B) organizational documents and (C) other contracts or agreements that (x) are upon terms and conditions that are commercially reasonable and substantially similar to those that would be available on an arm’s-length basis with third parties other than such Person and (y) contain non-recourse and non-petition covenants with respect to the any IP Party consistent with the provisions set forth in this Indenture;

(xi)seek its dissolution or winding up in whole or in part;

(xii)fail to use commercially reasonable efforts to correct promptly any material known misunderstandings regarding the separate identities of any IP Party, on the one hand, and any Affiliate thereof or any other Person, on the other hand;

(xiii)except pursuant to the Transaction Documents, the First Priority Secured Debt Documents and the Notes Documents, guarantee, become obligated for, or hold itself out to be responsible for the Indebtedness of another Person;

(xiv)fail, in any material respect, either to hold itself out to the public as a legal entity separate and distinct from any other Person or to conduct its business, solely in its own name in order not (i) to mislead others as to the identity of the Person with which such other party is transacting business, or (ii) to suggest that it is responsible for the Indebtedness of any third party (including any of its principals or Affiliates (other than as contemplated or required pursuant to the Transaction Documents));

(xv)fail, to the extent of its own funds (taking into account the requirements in the Transaction Documents), to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its business operations as contemplated by the Transaction Documents;

(xvi)except as may be required or permitted by applicable Tax law, hold itself out as or be considered as a department or division of (i) any of its principals or Affiliates, (ii) any Affiliate of a principal or (iii) any other Person;

(xvii)fail to maintain adequate books and records; provided that the IP Parties’ assets may be included in a consolidated financial statement of its Affiliates so long as appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the IP Parties from such Person and to indicate that the IP Parties’ assets and credit are not available to satisfy the Indebtedness and other obligations of such Person or any other Person except for Indebtedness incurred and other obligations pursuant to the Transaction Documents, the First Priority Secured Debt Documents and the Notes Documents;

(xviii)fail to pay its own separate liabilities and expenses only out of its own funds;

(xix)maintain, hire or employ any individuals as employees;

(xx)acquire the obligations or securities issued by its Affiliates or members (other than any Equity Interests of another IP Party that is a wholly-owned Subsidiary of such IP Party);

(xxi)fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate;

(xxii)pledge its assets to secure the obligations of any other Person other than pursuant to the Transaction Documents, the First Priority Secured Debt Documents and the Notes Documents;

(xxiii)fail to have such Independent Directors as are required under Section 4.17;

(xxiv)(A) institute proceedings to be adjudicated bankrupt or insolvent, (B) institute or consent to the institution of bankruptcy or insolvency proceedings against it, (C) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, (D) seek or consent to the appointment of a receiver, liquidator, provisional liquidator, assignee, trustee, sequestrator, collateral agent or any similar official for any IP Party, (E) make any general assignment for the benefit of any IP Party’s creditors, (F) admit in writing its inability to pay its debts generally as they become due, or (G) take any corporate action to approve any of the foregoing; or

(xxv)fail to file its own Tax returns separate from those of any other Person (to the extent any such Tax returns are required to be filed required under applicable law).

Section 4.17    Independent Directors of the IP Parties.

(a)No IP Party shall fail for seven (7) consecutive Business Days to have at least one Independent Director.

(b)Pursuant to this Indenture and each IP Party's Specified Organizational Document, no IP Party shall vote upon, or hold any vote on, any “Material Action” (as defined in the Specified Organizational Document of such IP Party) unless such IP Party has one Independent Director at such time and such Independent Director is present for such vote (where applicable) or has consented to the action which is the subject-matter of such vote.

(c)Any “Material Action” (as defined in the Specified Organizational Document of such IP Party) shall require the affirmative vote of such Independent Director for such IP Party.

(d)No IP Party shall fail to have a special share in issue which is held by the Special Shareholder, and no shareholder resolution on the commencement of voluntary bankruptcy, insolvency, liquidation (including provisional liquidation), restructuring or winding-up proceedings of such IP Party, or for any amendment to the constitutional documents of such IP Party shall be passed by, or with respect to, any IP Party without the affirmative vote of the Special Shareholder of such IP Party.

Section 4.18    Financial Statements and Other Reports.

(a)From and after the Closing Date, Azul shall furnish to the Trustee:

(i)an English language version of the Parent Guarantor’s annual audited consolidated financial statements prepared in accordance with IFRS promptly upon such financial statements becoming available but not later than 120 days after the close of its fiscal year;

(ii)an English language version of the Parent Guarantor’s unaudited interim condensed consolidated financial statements prepared in accordance with IFRS promptly upon such statements becoming available but not later than 60 days after the close of each fiscal quarter (other than the last fiscal quarter of its fiscal year);

(iii)without duplication, English language versions or summaries of such other reports or notices as may be filed or submitted by (and promptly after filing or submission by) the Guarantors with (a) the CVM or (b) the SEC (in each case, to the extent that any such report or notice is generally available to security holders of the Parent Guarantor or the public in Brazil or elsewhere and, in the case of clause (b), is filed or submitted pursuant to Rule 12g3-2(b) under, or Section 13 or 15(d) of, the Exchange Act, or otherwise);

(iv)within 90 days after the end of the fiscal year, a certificate of a Responsible Officer of the Parent Guarantor certifying that, to the knowledge of such Responsible Officer, no Event of Default has occurred and is continuing, or, if, to the knowledge of such Responsible Officer, such Event of Default has occurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto;

(v)within 120 days after the end of the Parent Guarantor’s fiscal year, deliver to the Trustee (A) an Appraisal as of a date no earlier than six months prior to the date that such Appraisal is delivered to the Trustee (an “Annual Appraisal”), and (B) a certificate certifying the LTV Ratio (calculated as to First Priority Secured Debt only) calculated by reference to such Annual Appraisal.

(vi)no later than 30 days after the end of each Quarterly Reporting Period, a certificate of a Responsible Officer of the Parent Guarantor, certifying whether or not (A) the TudoAzul Receivables Coverage Covenant and the Azul Viagens Receivables Coverage Covenant has been satisfied as of the end of such Quarterly Reporting Period (which certificate shall attach a calculation demonstrating such compliance, which certificate shall not be required to name individual transactions or agreements and shall be confidential and Holders shall have no right to request access thereto), (B) the Obligors are in compliance with deposit requirements under the Transaction Documents with respect to the TudoAzul Agreements and the Azul Viagens Agreements, and (C) the Debt Service Coverage Ratio for such Quarterly Reporting Period was greater than the Debt Service Coverage Ratio levels required for the incurrence of Permitted First Priority Secured Debt, which certification shall include a calculation of the Debt Service Coverage Ratio, including a certification of the amount of the cost of goods sold and commissions applicable to the Azul Viagens business used to calculate the Debt Service Coverage Ratio (which certificate shall be confidential and Holders shall have no right to request access thereto);

(vii)following implementation of the Lockbox Structure, on each (a) Allocation Date, an Allocation Date Statement and (b) no later than ten Business Days following the start of each Quarterly Reporting Period, a Quarterly Freeflow Threshold Statement, in each case to the Trustee and the U.S. Collateral Agent and the Brazilian Collateral Agent. The Trustee may, prior to the related Distribution Date, provide notice to the Issuer and the U.S. Collateral Agent and the Brazilian Collateral Agent of any information contained in the Allocation Date Statement that the Trustee believes to be incorrect. If the Trustee provides such a notice, the Issuer shall use its reasonable efforts to resolve the discrepancy and provide an updated Allocation Date Statement on or prior to the related Distribution Date. If the discrepancy is not resolved and a replacement Allocation Date Statement is not received by the Trustee prior to the payment of Available Funds on the related Distribution Date pursuant to the provisions of the Payment Waterfalls and it is later determined that the information identified by the Trustee as incorrect was in fact incorrect and such error resulted in a party receiving a smaller distribution on the Distribution Date than they would have received had there not been such an error, then the Issuer shall indemnify such party for such shortfall. For the avoidance of doubt and, notwithstanding anything to the contrary in this Indenture or in any Collateral Document or Azul Cargo Collateral Document, the Trustee shall have no obligation to inquire into, investigate, verify or perform any calculations in connection with an Allocation Date Statement or notice from the Trustee in respect of the same; it being understood and agreed that the Trustee shall be entitled to conclusively rely, and shall not be liable for so relying, on the Allocation Date Statement last received by it on or prior to each Distribution Date and the Trustee shall have no obligation, responsibility or liability in connection with any indemnification payment of the Issuer pursuant to the immediately preceding sentence; and

(viii)as soon as possible, and in any event within 15 Business Days after the Chief Financial Officer or the Treasurer of Azul becoming aware of the occurrence of a Default or an Event of Default that is continuing, an Officer’s Certificate specifying such Default or Event of Default and what action the Parent Guarantor and its subsidiaries are taking or propose to take with respect thereto.

(b)In no event shall the Trustee be entitled to inspect, receive and make copies of materials (except in connection with any enforcement or exercise of remedies in the case of clause (A)) (A) that constitute non-registered Intellectual Property, TudoAzul Customer Data or non-financial proprietary information, (B) in respect of which disclosure to the Trustee, the U.S. Collateral Agent or any Holder (or their respective representatives or contractors) is prohibited by law or any binding agreement (or would otherwise cause a breach or default thereunder) or (C) that are subject to attorney client or similar privilege or constitute attorney work product.

(c)The requirement for the Parent Guarantor to deliver to the Trustee the information or reports referred to in clauses (i) through (iii) above shall be deemed satisfied if such information or report has been filed with the SEC through the Electronic Data Gathering Analysis and Retrieval (EDGAR) system (or any successor method of filing) or if such information or report is made available on the Parent Guarantor’s website (and the Parent Guarantor shall provide the relevant URL to the Trustee upon request).

(d)The requirement for the Parent Guarantor to deliver to the Trustee the information, reports or certificates referred to in clauses (iv) through (viii) above shall be deemed satisfied if, at its option, the Parent Guarantor (A) files such information, reports or certificates with the SEC through the Electronic Data Gathering Analysis and Retrieval (EDGAR) system (or any successor method of filing) or if such information report is made available on the Parent Guarantor’s website (and the Parent Guarantor shall provide the relevant URL to the Trustee upon request), and (B) provides written notice to the Trustee that such information, reports or certificates have been so filed or made available.

(e)In addition, any information required to be delivered pursuant to this Indenture to the Trustee pursuant to clauses (i) through (viii) above may, at the option of the Parent Guarantor, be made available by the Trustee to the Holders by posting such information on the Parent Guarantor’s website at a website address to be notified to the Holders from time to time.

(f)The Trustee shall have no responsibility to determine if and when any information, reports or certificates have been made available online. Delivery of reports, information, appraisals and documents to the Trustee is for informational purposes only and its receipt of such reports, information, appraisals and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including compliance by the Issuer, Guarantor or any other Person with any of its covenants under this Indenture or the Notes (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Trustee shall have no liability or responsibility for the content, filing or timeliness of any report, appraisal or other information delivered, filed or posted under or in connection with this Indenture, the other Transaction Documents or the transactions contemplated thereunder. The Trustee has no duty to monitor or confirm, on a continuing basis or otherwise, our compliance with the covenants or with respect to matters disclosed in any reports or other documents filed with the SEC or EDGAR or any website under this Indenture.

Section 4.19    Substitution of the Issuer.

(a)Notwithstanding any other provision contained in this Indenture or the other Notes Documents, the Issuer may, without the consent of the Holders (and by purchasing or subscribing for any Notes, each holder of the Notes of the relevant Series expressly consents to it), be replaced and substituted by (i) the Parent Guarantor or (ii) any wholly-owned Subsidiary of the Parent Guarantor that is an entity organized or existing under the laws of Brazil, the United States, the Cayman Islands, or any other country (or political subdivision thereof) that is a member country of the European Union or of the Organization for Economic Co-operation and Development on the Closing Date as principal debtor (in such capacity, the “Substituted Issuer”) in respect of the Notes; provided that:

(i)such documents shall be executed by the Substituted Issuer, the Issuer, the Parent Guarantor and the Trustee as may be necessary to give full effect to the substitution, including a supplemental indenture whereby the Substituted Issuer assumes all the Issuer’s obligations under this Indenture (together, the “Issuer Substitution Documents”), and (without limiting the generality of the foregoing) pursuant to which the Substituted Issuer shall undertake in favor of each Holder, the Trustee and the Collateral Agents to be bound by the terms and conditions of the Notes and the provisions of this Indenture as fully as if the Substituted Issuer had been named in the Notes and this Indenture as the principal debtor in respect of the Notes in place of the Issuer (or any previous substitute) and the covenants, Events of Default and other relevant provisions shall continue to apply to the Issuer in respect of the Notes as if no such substitution had occurred, it being the intent that the rights of Holders in respect of the Notes shall be unaffected by such substitution, subject to clause (ii) below;

(ii)without prejudice to the generality of the preceding paragraph, the Issuer Substitution Documents shall contain (x) a covenant by the Substituted Issuer and/or such other provisions as may be necessary to ensure that each Holder has the benefit of a covenant in terms corresponding to the obligation of the Issuer in respect of the payment of additional amounts set forth in Section 4.26 with the substitution for the references to Brazil or United States, as applicable, of references to the territory in which the Substituted Issuer is incorporated, domiciled and/or resident for Taxation purposes; provided the Substituted Issuer is incorporated, domiciled or resident for Taxation purposes in a territory other than Brazil or the United States, as applicable, and (y) a covenant by the Substituted Issuer and the Issuer to indemnify and hold harmless the Trustee and the Collateral Agents and each Holder against all Taxes which arise by reason of a law or regulation having legal effect or being in reasonable contemplation thereof on the date such substitution becomes effective, which may be incurred or levied against the Trustee, any agent or such holder (or, where such holder is not the beneficial owner of the note, such beneficial owner) as a result of any substitution pursuant to the conditions set forth in this section and which would not have been so incurred or levied had such substitution not been made (and, without limiting the foregoing, any and all Taxes which are imposed on any such Holder (or beneficial owner) by any political subdivision or taxing authority of any country in which such Holder (or beneficial owner) resides or is subject to any such Tax and which would not have been so imposed had such substitution not been made);

(iii)the Issuer shall have procured that each stock exchange which has the Notes listed thereon shall have confirmed in writing that following the proposed substitution of the Substituted Issuer, the Notes would continue to be listed on such stock exchange, or if such confirmation is not received or such continued listing is impracticable or unduly burdensome, the Issuer or the Parent Guarantor may de-list the Notes from the SGX-ST or other exchange on which the Notes are listed; and, in the event of any such de-listing, the Issuer shall use commercially reasonable efforts to obtain an alternative admission to listing, trading and/or quotation of the Notes by another listing authority, stock exchange or system as it may reasonably decide;

(iv)the Issuer shall have delivered, or procured the delivery, to the Trustee of a legal opinion addressed to the Issuer, the Substituted Issuer and the Trustee from a leading firm of lawyers in the country of incorporation of the Substituted Issuer, to the effect that the Issuer Substitution Documents constitute legal, valid and binding obligations of the Substituted Issuer and have been duly authorized, such opinions to be dated as of the date the Issuer Substitution Documents are executed and to be available for inspection by Holders at the specified offices of the Trustee;

(v)the Issuer shall have delivered, or procured the delivery, to the Trustee of a legal opinion addressed to the Issuer, the Substituted Issuer and the Trustee from a leading firm of United States or Brazilian lawyers acting for the Issuer to the effect that the Issuer Substitution Documents have been duly authorized, executed and delivered by the Issuer and that they constitute legal, valid and binding obligations of the Issuer, such opinion to be dated as of the date the Issuer Substitution Documents are executed and to be available for inspection by Holders at the specified offices of the Trustee;

(vi)the Issuer shall have delivered, or procured the delivery, to the Trustee of a legal opinion addressed to the Issuer, the Substituted Issuer and the Trustee from a leading firm of New York lawyers to the effect that the Issuer Substitution Documents constitute legal, valid and binding obligations of the parties thereto under New York law, such opinion to be dated as of the date the Issuer Substitution Documents are executed and to be available for inspection by Holders at the specified offices of the Trustee;

(vii)the Substituted Issuer shall have appointed a process agent in the Borough of Manhattan, the City of New York to receive service of process on its behalf in relation to any legal action or proceedings arising out of or in connection with this Indenture, Notes or the Issuer Substitution Documents;

(viii)no Event of Default has occurred and is continuing;

(ix)the substitution complies with any applicable requirements of the laws of Brazil in connection therewith;

(x)the substitution shall not result in the (A) Secured Parties failing to maintain perfected Liens in the Shared Collateral in accordance with the terms of the Collateral Documents and the Intercreditor Agreement and shall not otherwise impair or adversely impact the Shared Collateral or the rights of any of the Secured Parties therein, or (b) the Notes and the Note Guarantees failing to maintain the benefit of perfected Liens in the Azul Cargo Collateral in accordance with the terms of the Azul Cargo Collateral Documents and the Azul Cargo Intercreditor Agreement and shall not otherwise impair or adversely impact the Azul Cargo Collateral or the rights of any of the Holders therein in accordance with this Indenture; and

(xi)each of the Substituted Issuer and the Issuer shall deliver to the Trustee an Officer’s Certificate, executed by their respective authorized officers, certifying that the terms of this provision have been complied with and attaching copies of all documents contemplated herein.

(b)Upon the execution of the Issuer Substitution Documents and the satisfaction of the conditions referred to in paragraph (1) above, the Substituted Issuer shall be deemed to be named in the Notes as the principal debtor in place of the Issuer (or of any previous substitute under these provisions) and the Notes shall thereupon be deemed to be amended to give effect to the substitution. Except as set forth above, the execution of the Issuer Substitution Documents shall operate to release the Issuer (or such previous substitute as aforesaid) from all its obligations in respect of the Notes and the Notes Documents and its obligation to indemnify the Trustee under this Indenture.

(c)The Issuer Substitution Documents shall be deposited with and held by the Trustee for so long as any Notes remain outstanding and for so long as any claim made against the Substituted Issuer or the Issuer by any Holder in relation to the Notes or the Issuer Substitution Documents shall not have been finally adjudicated, settled or discharged. The Substituted Issuer and the Issuer shall acknowledge in the Issuer Substitution Documents the right of every Holder to the production of the Issuer Substitution Documents for the enforcement of any of the Notes or the Issuer Substitution Documents.

(d)Not later than 10 Business Days after the execution of the Issuer Substitution Documents, the Substituted Issuer shall give notice thereof to the Holders in accordance with Section 12.02.

Section 4.20    [Reserved].

Section 4.21    IP Agreements.

The Obligors shall not terminate, amend, waive, supplement or otherwise modify any IP Agreement or any provision thereof or exercise any right or remedy under or pursuant to or under any IP Agreement, in each case without the prior written consent of the Controlling Creditors if such termination, amendment, waiver, supplement or modification or exercise of remedies would reasonably be expected to result in a Material Adverse Effect; provided that (i) termination of any IP Agreement or any amendment to the termination provisions thereof, or (ii) any amendment to an IP Agreement that (A) materially and adversely affects rights to the Contributed Intellectual Property or, in the case of the Contribution Agreements, other applicable Shared Collateral, or rights to use the Contributed Intellectual Property or, in the case of the Contribution Agreements, other applicable Shared Collateral, (B) shortens the scheduled term thereof, (C) in the case of any IP License, materially and adversely changes the amount or calculation of the termination payment, or the amount, calculation or rate of fees due and owing thereunder, (D) changes the contractual subordination of payments thereunder in a manner materially adverse to the First Priority Secured Parties, (E) materially reduces the frequency of payments thereunder to an IP Party or permits payments due to an IP Party thereunder to be deposited to an account other than a Collection Account, (F) changes the amendment standards applicable to such IP Agreement (other than changes affecting rights of the Trustee or the U.S. Collateral Agent to consent to amendments, which is covered by clause (G)) in a manner that would reasonably be expected to result in a Material Adverse Effect or (G) materially impairs the rights of the Trustee or the U.S. Collateral Agent to enforce or consent to amendments to any provisions thereof in accordance therewith shall, in each case, be deemed to have a Material Adverse Effect.

Section 4.22    Specified Organizational Documents.

No Obligor shall amend, modify or waive any special purpose entity related provisions specified in any Specified Organizational Document (which, for the avoidance of doubt, includes any provision which relates to restrictions on the nature of an IP Party’s business or operations or its ability to voluntarily enter winding up proceedings, or otherwise relates to or requires the approval of the Independent Director or Special Shareholder). No Obligor shall amend, modify or waive any other provision of any Specified Organizational Document in a manner adverse to the Holders.

Section 4.23    Intellectual Property Contribution Registration.

Any assignment, pursuant to a Contribution Agreement, of Intellectual Property registered in Brazil shall be filed (protocolado) (i) with the applicable intellectual property office and applicable internet domain name registrars on or before the date that is 60 days after the Closing Date; and (ii) with the applicable registry of deeds and documents on or before the date that is 10 days after the Closing Date. Any assignment, pursuant to a Contribution Agreement, of Intellectual Property registered in the United States shall be filed in the applicable intellectual property office and applicable internet domain name registrars on or before the date that is 30 days after the Closing Date. Any assignment, pursuant to a Contribution Agreement, of Intellectual Property registered outside Brazil and the United States shall be filed in the applicable intellectual property office and applicable internet domain name registrars on or before the date that is 180 days after the Closing Date.

Section 4.24    Databases.

(a)As soon as reasonably practicable, each of the Parent Guarantor and Azul Linhas shall, and shall cause each of their respective Subsidiaries to, procure that IntelAzul shall at all times be the sole controller (within the meaning of the LGPD) of the TudoAzul Customer Data. The Parent Guarantor and Azul Linhas acknowledge and agree that, except for the limited exceptions described below in this Section 4.24(a), IntelAzul shall be the sole and exclusive repository of the TudoAzul Customer Data, with sole technical control over such database. In furtherance of the foregoing, (i) the Parent Guarantor and Azul Linhas shall, and shall cause each of their respective Subsidiaries (other than IntelAzul) and service providers to, permanently delete and erase each item of TudoAzul Customer Data from any and all databases and other information technology systems under their respective possession, custody or control, in each case, promptly upon IntelAzul becoming the controller of such TudoAzul Customer Data (other than any portions of TudoAzul Customer Data stored in archival format in accordance with their respective record retention policies or automated electronic back-up procedures, where such TudoAzul Customer Data cannot reasonably be deleted or is required to be retained pursuant to applicable law; provided that such TudoAzul Customer Data shall not be used, shared or otherwise processed for any purpose); (ii) IntelAzul shall not assign, transfer or otherwise convey any item of TudoAzul Customer Data without the prior written consent of the U.S. Collateral Agent acting at the direction of the Controlling Creditors; (iii) the Parent Guarantor, Azul Linhas and IntelAzul shall not, and shall cause their respective Subsidiaries not to, create, amend, publish, provide or deliver any privacy policies, notices or statements in any manner which could reasonably be expected to materially impair any of the TudoAzul Customer Data or any other Shared Collateral (or the value thereof) or IntelAzul’s or IP Co’s rights thereto or ability to process the same, as applicable, except as otherwise required by applicable law; and (iv) on the date of this Indenture, or as soon as reasonably practicable thereafter, the Parent Guarantor, Azul Linhas, IntelAzul and Azul Viagens, as applicable, shall enter into and maintain in effect a database control agreement (the “Database Control Agreement”), giving IntelAzul the right to prevent access to and use of the TudoAzul Customer Data following a Remedies Direction, which shall be expressly assignable to the Secured Parties and any successor controlling shareholder of IntelAzul. IntelAzul shall update the TudoAzul Customer Data in accordance with the periodicity established in its internal policies and controls, including after the Notes having become immediately due and payable. For the avoidance of doubt, and without limiting the foregoing, IntelAzul shall not be obligated to permanently delete or erase any item of TudoAzul Customer Data from any databases or other information technology systems under its possession, custody or control pursuant to Section 4.24(a)(i).

(b)If the Parent Guarantor, Azul Linhas, or any of their respective Subsidiaries establishes a database with respect to, or otherwise begins to collect, store or otherwise process, customer data of the Azul Viagens Business that is similar or analogous to the TudoAzul Customer Data (including, e.g., data with respect to the tracking of repeat customers or customer travel habits, and excluding, e.g., data that is

similar or analogous to the Azul Traveler Data that is excluded from the TudoAzul Customer Data) (such similar or analogous data, the “Azul Viagens Customer Data”), then (i) each of the Parent Guarantor and Azul Linhas shall, and cause each of their respective Subsidiaries to, procure that one of IntelAzul or Azul Viagens shall at all times be the sole controller (within the meaning of the LGPD) of the Azul Viagens Customer Data, (ii) the Parent Guarantor and Azul Linhas acknowledge and agree that one of IntelAzul or Azul Viagens shall be the sole and exclusive repository of the Azul Viagens Customer Data, with sole technical control over such database, (iii) IntelAzul or Azul Viagens, as the case may be, shall update the Azul Viagens Customer Data in accordance with the periodicity established in its internal policies and controls, including after the Notes having become immediately due and payable, and (iv) in furtherance of the foregoing, (A) the Parent Guarantor and Azul Linhas shall, and shall cause each of their respective Subsidiaries (other than IntelAzul or Azul Viagens, as applicable) and service providers to, (x) ensure that no Azul Viagens Customer Data is stored at any time on any databases or other information technology systems under their respective possession, custody or control (other than any portions of Azul Viagens Customer Data stored in archival format in accordance with their respective record retention policies or automated electronic back-up procedures, where such Azul Viagens Customer Data cannot reasonably be deleted or is required to be retained pursuant to applicable law; provided that such Azul Viagens Customer Data shall not be used, shared or otherwise processed for any purpose), and (y) without limiting the foregoing clause (x), promptly transfer to IntelAzul or Azul Viagens, as applicable, and then permanently delete and erase, each item of Azul Viagens Customer Data identified on any such database or other information technology system; (B) IntelAzul or Azul Viagens, as applicable, shall not assign, transfer or otherwise convey any item of Azul Viagens Customer Data without the prior written consent of the U.S. Collateral Agent acting at the direction of the Controlling Creditors; (C) the Parent Guarantor, Azul Linhas, IntelAzul and Azul Viagens shall not, and shall cause their respective Subsidiaries not to, create, amend, publish, provide or deliver any privacy policies, notices or statements in any manner which could reasonably be expected to materially impair any of the Azul Viagens Customer Data or any other Shared Collateral (or the value thereof) or IntelAzul’s or Azul Viagens’, as applicable, or IP Co’s rights thereto or ability to process the same, as applicable, except as otherwise required by applicable law; and (D) such Azul Viagens Customer Data shall be subject to a Database Control Agreement, which the Parent Guarantor, Azul Linhas, IntelAzul or Azul Viagens, as applicable, shall, on the date of this Indenture, or as soon as reasonably practicable thereafter, enter into and maintain. Such Database Control Agreement shall give IntelAzul or Azul Viagens, as applicable, the right to prevent access to and use of the Azul Viagens Customer Data following a Remedies Direction, which shall be expressly assignable to the Secured Parties and any successor controlling shareholder of IntelAzul or Azul Viagens, as applicable. For the avoidance of doubt, and without limiting the foregoing, IntelAzul or Azul Viagens, as applicable, shall not be obligated to permanently delete or erase any item of Azul Viagens Customer Data from any databases or other information technology systems under its possession, custody or control pursuant to Section 4.24(b)(iv).

Section 4.25    Taxes.

Each Obligor shall pay, and cause each of its Subsidiaries to pay, all material Taxes before the same shall become more than 90 days delinquent, other than Taxes (i) being contested in good faith by appropriate proceedings and (ii) the failure to effect such payment of which are not reasonably be expected to have a Material Adverse Effect.

Section 4.26    Additional Amounts.

(a)All payments (including any premium paid upon redemption of the Notes) by or on behalf of the Issuer or a successor in respect of the Notes or the Guarantors or a successor in respect of the Note Guarantees will be made free and clear of, and without withholding or deduction for or on account of, any present or future Taxes imposed or levied by or on behalf of Brazil, the United States, the Cayman Islands or any authority therein or thereof or any other jurisdiction in which the Issuer or the Guarantors (or in each case, their successor) are organized or doing business or from or through which payments are made in respect of the Notes, or any political subdivision or taxing authority thereof or therein (any of the aforementioned being a “Taxing Jurisdiction”), unless the Issuer or the Guarantors (or their respective successor) are compelled by law to deduct or withhold such Taxes. In such event, the Issuer or the Guarantors (or their respective successor) will make such deduction or withholding, make payment of the amount so withheld to the appropriate governmental authority and pay such additional amounts as may be necessary to ensure that the net amounts received by registered Holders of Notes after such withholding or deduction shall equal the respective amounts of principal and interest (or other amounts stated to be payable under the Notes) which would have been received in respect of the Notes in the absence of such withholding or deduction (“Additional Amounts”). Notwithstanding the foregoing, no such Additional Amounts shall be payable:

(i)to, or to a third party on behalf of, a Holder or beneficial owner who is liable for such Taxes in respect of such Note by reason of the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of such Holder, if such Holder is an estate, a trust, a partnership, or a corporation) and the relevant Taxing Jurisdiction, including, without limitation, such Holder or beneficial owner (or such fiduciary, settlor, beneficiary, member or shareholder) being or having been a citizen or resident thereof or being or having been engaged in a trade or business or present therein or having, or having had, a permanent establishment therein, other than the mere holding of the Note or enforcement of rights under this Indenture and the receipt of payments with respect to the Note;

(ii)in respect of Taxes that would not have been so withheld or deducted if the Notes had been surrendered or presented for payment (if surrender or presentment is required) not more than 30 days after the Relevant Date except to the extent that payments under such Note would have been subject to withholdings and the Holder or beneficial owner of such Note would have been entitled to such Additional Amounts, on surrender of such Note for payment on the last day such period of 30 days;

(iii)to, or to a third party on behalf of, a Holder or beneficial owner who is liable for such Taxes by reason of such Holder or beneficial owner’s failure to comply, with any certification, identification, documentation or other reporting requirement concerning the nationality, residence, identity or connection with the relevant Taxing Jurisdiction of such Holder or beneficial owner, if (A) compliance is required by law or an applicable income treaty as a precondition to, exemption from, or reduction in the rate of, the Tax and (B) the Issuer has given the Holders and beneficial owners at least 30 days’ notice that Holders and beneficial owners will be required to provide such certification, identification, documentation or other requirement;

(iv)in respect of any estate, inheritance, gift, sales, transfer, excise or personal property or similar Tax, other than as provided in Section 4.26(a)(i);

(v)in respect of any Tax which is payable other than by deduction or withholding from payments of principal of (including premium) or interest on the Note; or

(vi)in respect of any combination of the above.

(b)Notwithstanding anything to the contrary in this provision, none of the Issuer, the Guarantors, their respective successors, a paying agent or any other person shall be required to pay any Additional Amounts with respect to any payment in respect of any Taxes imposed under Sections 1471 through 1474 of the Code, or any successor law or regulation implementing or complying with, or introduced in order to conform to, such sections, or imposed pursuant to any intergovernmental agreement or any agreement entered into pursuant to section 1471(b)(1) of the Code.

(c)No Additional Amounts shall be paid with respect to any payment on a Note to a Holder or beneficial owner who is a fiduciary, a partnership, a limited liability company or other than the sole beneficial owner of that payment to the extent that payment would be required by the relevant Taxing Jurisdiction to be included in the income, for Tax purposes, of a beneficiary or settlor with respect to the fiduciary, a member of that partnership, an interest holder in a limited liability company or a beneficial owner who would not have been entitled to the Additional Amounts had that beneficiary, settlor, member or beneficial owner been the Holder.

(d)Payments on the Notes are subject in all cases to any Tax, fiscal or other law or regulation or administrative or judicial interpretation. Except as specifically provided above, neither the Issuer nor the Guarantors shall be required to pay Additional Amounts with respect to any Tax imposed by any government or a political subdivision or taxing authority thereof or therein.

(e)In the event that Additional Amounts actually paid with respect to the Notes of the relevant Series are based on rates of deduction or withholding of withholding Taxes in excess of the appropriate rate applicable to the Holder or beneficial owner of such Notes of the relevant Series, and, as a result thereof such Holder or beneficial owner is entitled to make claim for a refund or credit of such excess from the authority imposing such withholding Tax, then such Holder or beneficial owner, as applicable, shall, by accepting such Notes, be deemed to have assigned and transferred all right, title, and interest to any such claim for a refund or credit of such excess to the Issuer.

(f)Any reference in this Indenture or the Notes of the relevant Series to principal, interest or any other amount payable in respect of the Notes of the relevant Series by the Issuer or the Note Guarantee by the Guarantors (or their successors) will be deemed also to refer to any Additional Amount, unless the context requires otherwise, that may be payable with respect to that amount under the obligations referred to in this provision.

(g)Each of Obligors shall agree that if any of the Issuer or the Guarantors, as applicable, is required under applicable law to make any deduction or withholding on payments of principal of or interest on the Notes of the relevant Series for or on account of any Tax, at least 10 days prior to the first payment date on the Notes of the relevant Series and at least 10 days prior to each payment date thereafter where such withholding is required, the Issuer or the Guarantor, as applicable, shall furnish the Trustee and a paying agent with an Officer’s Certificate (but only if there has been any change with respect to the matters set forth in any previously delivered Officer’s Certificate) instructing the Trustee and a paying agent as to whether such payment of principal of or interest on the Notes of the relevant Series shall be made without deduction or withholding for or on account of any Tax, or, if any such deduction or withholding shall be required by the Taxing Jurisdiction, then such certificate shall: (i) specify the amount required to be deducted or withheld on such payment to the relevant recipient; (ii) certify that the Issuer or the Guarantors, as applicable, shall pay such deduction or withholding amount to the appropriate taxing authority; and (iii) certify that the Issuer or the Guarantors, as applicable, shall pay or cause to be paid to the Trustee or a paying agent such Additional Amounts as are required by this provision.

(h)Each of the Obligors (or their respective successor) will pay any Taxes required to be deducted or withheld pursuant to applicable law and will furnish to the Holders, within 60 days after the date such payment is due, either certified copies of Tax receipts evidencing such payment, or, if such receipts are not obtainable, other evidence of such payments reasonably satisfactory to the Holders.

(i)The Issuer or the Guarantors, as applicable, will pay when due any present or future stamp, transfer, court or documentary Taxes or any other excise or property Taxes imposed by a Taxing Jurisdiction (or any political subdivision or governmental authority thereof or therein having power to Tax) with respect to the initial execution, delivery or registration of the Notes of the relevant Series or any other document or instrument relating thereto.

Section 4.27    Stay, Extension and Usury Laws.

Each Obligor covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and each Obligor (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee or any U.S. Collateral Agent, but will suffer and permit the execution of every such power as though no such law has been enacted.

Section 4.28    Corporate Existence.

Each Obligor shall do or cause to be done all things reasonably necessary to preserve and keep in full force and effect: (1) its corporate, partnership or other existence, and the corporate, partnership or other existence of each of its Subsidiaries, in accordance with the respective Specified Organizational Documents or other applicable constituent documents of such Obligor; and (2) its and its Subsidiaries’ rights (charter and statutory) and material franchises; provided, however, that the Parent Guarantor shall not be required to preserve any such right or franchise, or the corporate, partnership or other existence of it or any of its Subsidiaries (other than any IP Party, the Issuer, IntelAzul and Azul Viagens), if its Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Parent Guarantor and its Subsidiaries, taken as a whole, and that the loss thereof would not, individually or in the aggregate, have a Material Adverse Effect. For the avoidance of doubt, this section shall not prohibit any actions permitted under Section 5.01.

Section 4.29    Regulatory Matters.

(a)The Parent Guarantor will:

(i)maintain at all times a valid airline operating certificate (Certificado de Operador Aéreo) issued by the Brazilian National Civil Aviation Agency (Agência Nacional de Aviação Civil), or any successor certificate or agency; and

(ii)possess and maintain all necessary certificates, exemptions, franchises, licenses, permits, designations, rights, concessions, authorizations, frequencies and consents that are material to the operation of the TudoAzul Program, the Azul Viagens Business and the Azul Cargo Business, and to the conduct of its business and operations as currently conducted, except to the extent that any failure to possess or maintain would not reasonably be expected to result in a Material Adverse Effect.

Section 4.30    Compliance with Laws.

The Parent Guarantor shall comply, and cause each of its Subsidiaries to comply, with all applicable laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where such noncompliance, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Section 4.31    Azul Conduct of Business.

The Parent Guarantor will possess and maintain all necessary certificates, exemptions, franchises, licenses, permits, designations, rights, concessions, authorizations and consents that are material to the operation of the TudoAzul Program, and to the conduct of its business and operations as currently conducted, except to the extent that any failure to possess or maintain would not reasonably be expected to result in a Material Adverse Effect.

Section 4.32    Collateral Ownership.

Subject to Sections 4.15 and 5.01 (including the actions permitted) hereof, each Grantor will continue to maintain its interest in and right to use all property and assets so long as such property and assets constitute Shared Collateral or Azul Cargo Collateral.

Section 4.33    Application of Unapplied Net Proceeds.

To the extent not applied in accordance with Section 3.08 and Section 3.09, the Issuer shall cause an amount equal to such Net Proceeds pursuant to such sections to be deposited promptly into a Collection Account, which amounts shall be applied in accordance with the Payment Waterfalls.

Section 4.34    [Reserved].

Section 4.35    Offer to Repurchase Upon Parent Change of Control Event.

(a)If a Parent Change of Control Event occurs, each Holder of Notes will have the right, after the final settlement date of any offer (a “First Priority Secured Debt Change of Control Offer”) made by any of the Obligors to the holders of First Priority Secured Debt to repurchase such First Priority Secured Debt in accordance with the First Priority Secured Debt Documentation, to require the Issuer to repurchase all or any part of that Holder’s Notes pursuant to an offer (a “Parent Change of Control Offer”) at a purchase price in cash equal to 101% of the aggregate principal amount of Notes of the relevant Series repurchased, plus accrued and unpaid interest, and additional amounts, if any, on the Notes of the relevant Series repurchased to the date of repurchase (the “Parent Change of Control Payment”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Payment Date. Within thirty (30) days following any Parent Change of Control Event (or such later date as is five Business Days following the final settlement date of any First Priority Secured Debt Change of Control Offer), the Issuer will mail or send electronically pursuant to applicable DTC procedures a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Parent Change of Control Event and offering to repurchase Notes on the date specified in the notice (the “Parent Change of Control Payment Date”), which date will be no earlier than thirty (30) days and no later than sixty (60) days from the date such notice is mailed or sent, pursuant to the procedures required by this Indenture and described in such notice and stating:

(i)that the Parent Change of Control Offer is being made pursuant to this Section 4.35 and that all Notes tendered will be accepted for payment;

(ii)the purchase price for the Series of Notes and the Parent Change of Control Payment Date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed or sent;

(iii)that any Note not tendered will continue to accrue interest;

(iv)that, unless the Issuer defaults in the payment of the Parent Change of Control Payment, all Notes accepted for payment pursuant to the Parent Change of Control Offer will cease to accrue interest after the Parent Change of Control Payment Date;

(v)that Holders of Notes electing to have any Notes purchased pursuant to a Parent Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer such Notes by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Parent Change of Control Payment Date; and

(vi)that Holders of Notes will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Parent Change of Control Payment Date, a facsimile or other electronic transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing its election to have the Notes purchased.

The Issuer will provide a copy of such notice to the Trustee.

The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Parent Change of Control Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.35, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.35 by virtue of such compliance.

(b)On the Parent Change of Control Payment Date, the Issuer will, to the extent lawful:

(i)accept for payment all Notes or portions of Notes properly tendered (and not properly withdrawn) pursuant to the Parent Change of Control Offer;

(ii)deposit with a paying agent an amount equal to the Parent Change of Control Payment in respect of the aggregate principal amount of Notes properly tendered (and not properly withdrawn); and

(iii)deliver or cause to be delivered to the Trustee, for cancellation by the Trustee, the Notes of the relevant Series properly accepted for purchase by the Issuer together with an Officer’s Certificate stating the aggregate principal amount of Notes being purchased by the Issuer.

(c)The Issuer will not be required to make a Parent Change of Control Offer upon a Parent Change of Control Event if (1) a third party makes the Parent Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Parent Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn under the Parent Change of Control Offer, or (2) notice of redemption with respect to all Notes has been given pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption price; and a Parent Change of Control Offer may be made in advance of a Parent Change of Control Event, conditioned upon the consummation of such Parent Change of Control Event and the occurrence of a Rating Decline, if a definitive agreement is in place for the Parent Change of Control Event at the time the Parent Change of Control Offer is made. The Issuer’s failure to offer to purchase the Notes shall constitute an Event of Default under this Indenture. For the avoidance of doubt, the Issuer’s failure to offer to purchase the Notes shall constitute an Event of Default under Section 6.02(a)(iii) and not Section 6.02(a)(i), but the failure of the Issuer to pay the Parent Change of Control Payment when due shall constitute an Event of Default under Section 6.02(a)(i).

Section 4.36    Maintenance of Office or Agency.

(a)The Issuer shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made at the Corporate Trust Office of the Trustee.

(b)The Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain an office or agency for such purposes. The Issuer shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

(c)The Issuer hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Issuer in accordance with Section 2.05 hereof; provided, that no service of legal process on the Issuer or any Guarantor may be made at any office of the Trustee.

Section 4.37    Ranking.

The Issuer and the Guarantors shall ensure that, unless otherwise provided by a Notes Supplemental Indenture for a particular Series of Notes, the Notes and the Note Guarantees rank (i) equally in right of payment with all of the Obligors’ existing and future senior unsubordinated obligations (except those obligations preferred by operation of law, including labor and tax claims, and except as provided with respect to the First Priority Secured Debt and except as provided with respect to the Azul Cargo Priority Secured Debt, (ii) senior in right of payment to the Obligors’ existing and future subordinated indebtedness, (iii) effectively senior to all existing and future indebtedness of the Obligors that is not secured by a lien, to the extent of the value of (a) the Shared Collateral after payment in full of the First Priority Secured Obligations and giving effect to the rights of the First Priority Secured Debt to receive payments prior to the Notes, and (b) the Azul Cargo Collateral after payment in full of the Azul Cargo Priority Secured Debt and giving effect to the rights of the Azul Cargo Priority Secured Debt to receive payments prior to the Notes, (iv) effectively subordinated to any existing or future indebtedness of the Obligors that is secured by liens on assets that do not constitute a part of the Shared Collateral and the Azul Cargo Collateral to the extent of the value of such assets, (v) effectively subordinated to any existing or future First Priority Secured Debt (including the AerCap Secured Obligations and the Convertible Debentures) that is secured by the Collateral on a “first out” basis pursuant to the terms of the Intercreditor Agreement which First Priority Secured Debt has the right to receive payments, including the proceeds of any enforcement of Shared Collateral, or any guarantees of any Series of Secured Debt (including the Note Guarantees), on a “first out” basis prior to the payment of amounts due and payable in respect of the Notes Secured Obligations, except as set out in the Intercreditor Agreement and (vi) effectively subordinated to any existing or future Azul Cargo Priority Secured Debt that is secured by the Azul Cargo Collateral on a “first out” basis pursuant to the terms of the Azul Cargo Intercreditor Agreement which Azul Cargo Priority Secured Debt has the right to receive payments, including the proceeds of any enforcement of Azul Cargo Collateral, on a “first out” basis prior to the payment of amounts due and payable in respect of the Notes and Note Guarantees, except as set out in the Azul Cargo Intercreditor Agreement.

Section 4.38    Non-Compete.

Without limiting Section 13.12, the Obligors will comply with the Non-Compete (as defined in the IP Licenses), the terms and conditions of which are hereby incorporated by reference into this Indenture and deemed to apply to each of the Obligors, mutatis mutandis.

Section 4.39    Listing.

Unless otherwise provided by a Notes Supplemental Indenture for a particular Series of Notes, the Issuer will use commercially reasonable efforts to list each Series of Notes on the Official List of the SGX-ST promptly after issuance of such Series of Notes and to use commercially reasonable efforts to maintain such listing. If it becomes impracticable or unduly burdensome to maintain the listing of the Notes on the SGX-ST, the Issuer will use commercially reasonable efforts to procure promptly and maintain an alternative admission to listing, trading and/or quotation for the Notes by another internationally-recognized listing authority and stock exchange.

ARTICLE 5

SUCCESSORS

Section 5.01    Merger, Consolidation and Sale of Assets.

(a)Subject to clause (c), the Parent Guarantor shall not, and shall not permit any Guarantor to: (A) consolidate or merge with or into another Person (whether or not the Parent Guarantor or such Guarantor is the surviving corporation) or (B) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the assets of the Parent Guarantor and its Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:

(i)either: (A) the Parent Guarantor or the applicable Guarantor, as applicable, is the surviving Person; or (B) the Person formed by or surviving any such consolidation or merger (if other than the Parent Guarantor or the applicable Guarantor) or to which such sale, assignment, transfer, conveyance or other disposition has been made is an entity organized or existing under the laws of Brazil, the United States, the Cayman Islands, or any other country (or political subdivision thereof) that is a member country of the European Union or of the Organization for Economic Co-operation and Development on the Closing Date;

(ii)the Person formed by or surviving any such consolidation or merger (if other than the Parent Guarantor) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Parent Guarantor or the applicable Guarantor under the Transaction Documents pursuant to a supplemental indenture to this Indenture;

(iii)no Event of Default shall have occurred and be continuing or would result therefrom;

(iv)the substitution shall not result in the (A) Secured Parties failing to maintain perfected Liens in the Shared Collateral in accordance with the terms of the Collateral Documents and the Intercreditor Agreement and shall not otherwise impair or adversely impact the Shared Collateral or the rights of any of the Secured Parties therein, or (B) the Notes and the Note Guarantees failing to maintain the benefit of perfected Liens in the Azul Cargo Collateral in accordance with the terms of the Azul Cargo Collateral Documents and the Azul Cargo Intercreditor Agreement and shall not otherwise impair or adversely impact the Azul Cargo Collateral or the rights of any of the Holders therein in accordance with this Indenture; and

(v)the Parent Guarantor shall have delivered to the Trustee an Officer’s Certificate and Opinion of Counsel stating that such consolidation, merger or transfer complies with this Indenture, the Collateral Documents and the Azul Cargo Collateral Documents. The Trustee shall accept such Officer’s Certificate and Opinion of Counsel as sufficient evidence of the satisfaction of the conditions precedent set forth in this provision, in which event it shall be conclusive and binding on the Holders.

(b)Paragraph (a) above will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Parent Guarantor and/or any Subsidiary of the Parent Guarantor that, immediately following such transaction, guarantees the Notes on the same terms (including as to security) mutatis mutandis as the Note Guarantees pursuant to the applicable Transaction Documents.

(c)No IP Party shall (A) consolidate or merge with or into another Person, or permit any other Person to merge into or consolidate with it, or (B) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of its properties, in one or more related transactions, to another Person, in each case unless, in connection with any of the foregoing, such action shall result in the substantially contemporaneous occurrence of the discharge of the Secured Obligations.

Section 5.02    Successor Corporation Substituted.

Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of the Parent Guarantor in a transaction that is subject to, and that complies with the provisions of, Section 5.01(a) above, the successor Person formed by such consolidation or into or with which the Parent Guarantor is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the Parent Guarantor shall refer instead to the successor Person and not to the Parent Guarantor), and may exercise every right and power of the Parent Guarantor under this Indenture with the same effect as if such successor Person had been named as the Parent Guarantor therein; provided, however, that the Parent Guarantor, if applicable, shall not be relieved from the obligation to pay the principal of, interest, if any, and additional amounts, if any, on the Notes except in the case of a sale of all of the Parent Guarantor’s assets in a transaction that is subject to, and that complies with the provisions of, Section 5.01(a) above.

ARTICLE 6

DEFAULTS AND REMEDIES

Section 6.01    [Reserved].

Section 6.02    Events of Default.

(a)“Event of Default”, wherever used herein with respect to a Notes of the relevant Series, means any one of the following events, unless otherwise provided by a Notes Supplemental Indenture for a particular Series of Notes, it is provided that such Series shall not have the benefit of said Event of Default:

(i)default in any payment of:

(A)any principal amount or premium, if any, on any of the Notes of the relevant Series when such amount becomes due and payable;

(B)any interest (including any Additional Amounts) on the Notes of the relevant Series and such default shall have continued for a period of more than 30 days (or, if Azul Linhas is then subject to a proceeding under chapter 11 of the Bankruptcy Code, 60 days after the date of such failure to pay); or

(C)any other amount payable under this Indenture when due and such default shall have continued unremedied for more than thirty (30) days after the earlier of (x) a Responsible Officer of an Obligor obtaining knowledge of such default or (y) receipt by an Obligor of notice from the Trustee of such default; provided that, if any default shall have been made by any Obligor in the due observance or performance of the covenants set forth in Article 4 hereof it shall not constitute a default under this Section 6.02(a)(i)(C); or

(ii)default shall have been made by any Obligor in the due observance or performance of any of the covenants in Section 4.01 and such default shall continue unremedied for more than ten (10) Business Days after the earlier of (i) a Responsible Officer of an Obligor obtaining knowledge of such default or (ii) receipt by an Obligor of notice from the Trustee of such default; or

(iii)default by any Obligor in the due observance or performance of any other covenant, condition or agreement to be observed or performed by it pursuant to the terms of this Indenture or any of the other Notes Documents and such default continues unremedied or uncured for more than forty-five (45) days after the earlier of (i) a Responsible Officer of an Obligor obtaining knowledge of such default or (ii) receipt by an Obligor of notice from the Trustee of such default; provided that, if such Person is proceeding with diligence and good faith to cure or remedy such default and such default is susceptible to cure or remedy, such forty-five (45) day period shall be extended to sixty (60) days in the aggregate (inclusive of the original forty-five (45) day period); or

(iv)(A) any material provision of this Indenture or of any Notes Document to which any Obligor is a party ceases to be a valid and binding obligation of such party, or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Notes Document, (B) the Lien on any material portion of the Collateral intended to be created by the Collateral Documents or the Azul Cargo Collateral Documents shall cease to be or shall not be a valid and perfected Lien having the priorities contemplated in this Indenture (subject to Permitted Collateral Liens and Permitted Azul Cargo Liens, and except as permitted by the terms of this Indenture and the other Collateral Documents and Azul Cargo Collateral Documents or other than as a result of the action, delay or inaction of the Trustee and subject to any permitted post-closing perfection periods) or (C) the Note Guarantee set forth in Article 10 shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of such Note Guarantee, or any Guarantor shall fail to comply with any of the terms or provisions of such Note Guarantee, or any Guarantor shall deny that it has any further liability under such Note Guarantee, provided that, in each case, unless Azul or any of its Subsidiaries shall have contested or challenged, other than good faith disputes regarding interpretation of contractual provisions, the validity, perfection or priority of, or attempted to invalidate, such liens or the validity or enforceability of a material provision of any Collateral Document or Azul Cargo Collateral Document or material portion of any Collateral or Guarantee document, such breach shall not be an Event of Default unless such breach continues unremedied or uncured for more than twenty (20) Business Days after the earlier of (x) a Responsible Officer of the Parent Guarantor or the Issuer obtaining knowledge of such default or (y) receipt by the Issuer of written notice from the Trustee of such default; provided that, if such Person is proceeding with diligence and good faith to cure or remedy such default and such default is susceptible to cure, such twenty (20) Business Days shall be extended as may be necessary to cure such failure, such extended period not to exceed thirty (30) Business Days in the aggregate (inclusive of the original twenty (20) Business Day period); or

(v)any Obligor or Significant Subsidiary (A) commences a voluntary case or procedure under a Bankruptcy Law, (B) consents to the entry of an order for relief against it in an involuntary case under a Bankruptcy Law, (C) consents to the appointment of a receiver, trustee, liquidator, provisional liquidator, custodian, conservator or other similar official of it or for all or substantially all of its property, (D) makes a general assignment for the benefit of its creditors, (E) admits in writing its inability generally to pay its debts as they become due, or (F) proposes or passes a resolution for its voluntary winding up or liquidation under a Bankruptcy Law; or

(vi)a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(A)is for relief against any Obligor or Significant Subsidiary;

(B)appoints a receiver, trustee, liquidator, provisional liquidator, custodian, conservator or other similar official of any Obligor or any Significant Subsidiary or for all or substantially all of the property of any Obligor or any Significant Subsidiary; or

(C)orders the liquidation of any Obligor or Significant Subsidiary, and in each case (other than in respect of an IP Party), the order or decree remains unstayed and in effect for sixty (60) consecutive days; or

(vii)failure by the Parent Guarantor or any of the Parent Guarantor’s Significant Subsidiaries to pay one or more final judgments entered by a court or courts of competent jurisdiction aggregating in excess of US$75.0 million (or US$250,000 in the case of any IP Party) (or the equivalent thereof in other currencies at the time of determination) (determined net of amounts covered by insurance policies issued by creditworthy insurance companies or by third party indemnities or a combination thereof), which judgments are not paid, discharged, bonded, satisfied or stayed for a period of sixty (60) days, which judgment is not paid, discharged, bonded, satisfied (by or on behalf of an IP Party otherwise than in breach of any Transaction Document) or stayed for a period of 60 days; or

(viii)(A) any Obligor or any Significant Subsidiary shall default in the performance of any obligation relating to Material Indebtedness and any applicable grace periods shall have expired and any applicable notice requirements shall have been complied with, and as a result of such default the holder or holders of such Material Indebtedness or any trustee or agent on behalf of such holder or holders shall have caused such Material Indebtedness to become due prior to its scheduled final maturity date or (B) any Obligor or any Significant Subsidiary shall default in the payment of the outstanding principal amount due on the scheduled final maturity date of any Indebtedness outstanding under one or more agreements of such Obligor, any applicable grace periods shall have expired and such failure to make payment when due shall be continuing for a period of more than five (5) consecutive Business Days following the applicable scheduled final maturity date thereunder, in an aggregate principal amount at any time unpaid exceeding US$75.0 million (or US$250,000 in the case of any IP Party) (or the equivalent thereof in other currencies at the time of determination) (determined net of amounts covered by insurance policies issued by creditworthy insurance companies or by third party indemnities or a combination thereof); or

(ix)(A) an exit from, or a termination or cancellation of, the TudoAzul Program (including the failure to maintain in effect at least one TudoAzul Agreement), the Azul Viagens Business or the Azul Cargo Business, or (B) any termination, expiration or cancellation of (1) any IP Agreement or (2) any Intercompany Loan Agreement (including the failure to maintain in effect at least one TudoAzul Agreement); or

(x)any Obligor makes a Material Modification to any IP Agreement or any Intercompany Loan Agreement without the prior written consent of the Holders required to consent there to under Section 9.02; or

(xi)a Specified Obligor Change of Control; or

(xii) (A) failure of any IP Party to maintain at least one Independent Director for more than seven (7) consecutive Business Days or (B) the removal of any Independent Director of any IP Party without “cause” (as such term is defined in the Specified Organizational Documents of such IP Party) or without giving prior written notice to the Trustee, each as required in the Specified Organizational Documents of such IP Party; or

(xiii)any other Event of Default provided with respect to Notes of that Series, which is specified in a Notes Supplemental Indenture for a particular Series of Notes, in accordance with Section 2.02(n).

(b)Subject to the terms of the Intercreditor Agreement, any payment received after the occurrence and continuance of any other Event of Default in which a Collateral Agent (at the direction of the Controlling Creditors) or the Trustee (at the direction of the Requisite Noteholders) has provided the Obligors with at least two Business Days’ prior written notice that the Available Funds will be distributed pursuant to the priority set forth below, any payments, recoveries or distributions received in any proceeding under any Bankruptcy Laws including adequate protection and distributions under a confirmed plan of reorganization under chapter 11 of the Bankruptcy Code to the extent received by the Trustee as the relevant Series of Notes’ Allocable Share thereof shall be applied by the Trustee together with any other Available Funds, as follows:

(A)first, (x) to the Trustee, the U.S. Collateral Agent and the Brazilian Collateral Agent, fees, costs, expenses, reimbursements and indemnification amounts due and payable to such Agents pursuant to the terms of the Collateral Documents and Azul Cargo Collateral Documents and then (y) ratably, to the Trustee, the U.S. Collateral Agent and the Brazilian Collateral Agent, the other, fees, costs, expenses, reimbursements and indemnification amounts due and payable to the Trustee, the U.S. Collateral Agent or the Brazilian Collateral Agent pursuant to the terms of this Indenture, the Collateral Documents or the Azul Cargo Collateral Documents and then (z) ratably, for the relevant Series of Notes’ Allocable Share of the fees, expenses and other amounts due and owing to any Independent Director of an IP Party (to the extent not otherwise paid);

(B)second, to the Trustee, on behalf of the Holders, any due and unpaid interest, and additional amounts, if any, on the Notes of the relevant Series;

(C)third, to the Trustee, on behalf of the Holders in an amount equal to the amount necessary to pay the outstanding principal balance of the Notes of the relevant Series in full;

(D)fourth, to pay to the Trustee on behalf of the Holders, any additional Obligations then due and payable, including any premium; and

(E)fifth, all remaining amounts shall be deposited into a Collection Account.

(c)Upon the occurrence of a Bankruptcy Event of Default, and without any declaration or other act on the part of the Trustee, any Collateral Agent or any Holder, the Notes of the relevant Series shall become immediately due and payable, whereupon 100% of the principal amount of the Notes, plus any and other Obligations and all other liabilities of the Obligors accrued under this Indenture, under any other Collateral Document or any other Azul Cargo Collateral Document shall become immediately due and payable (a “Bankruptcy Automatic Acceleration”) and whereupon the Trustee shall be entitled to take any of the actions and events described in clauses (ii) to (iv) of Section 6.03(a).

(d)However, after any declaration of acceleration of the Notes of the relevant Series or any automatic acceleration described in clause (c) above, but before a judgment or decree for payment has been obtained from a court of competent jurisdiction, the Requisite Noteholders of the relevant Series may, by notice to the Trustee, rescind such accelerated payment requirement (including the consequences of such acceleration including any related payment default that resulted from such acceleration) if (i) all existing Events of Default, except for nonpayment of the principal, premium, interest and additional amounts, if any, on the Notes that has become due solely as a result of the automatic accelerated payment requirement, have been cured or waived, and (ii) if the rescission of acceleration would not conflict with any judgment or decree of a court of competent jurisdiction

Section 6.03    Remedies Exercisable by the Trustee.

(a)Upon the occurrence of an Event of Default and at any time during the continuance thereof, the Trustee shall, at the request of the Requisite Noteholders, by written notice to the Obligors and Holders (with a copy to the Collateral Agents), take or direct, as applicable, one or more of the following actions, at the same or different times:

(i)declare the Notes of the relevant Series or any portion thereof then outstanding to be forthwith due and payable, whereupon 100% of the principal of the Notes of the relevant Series and other Obligations and all other liabilities of the Obligors accrued under this Indenture and under any Collateral Document (excluding any other obligations secured thereby other than the Notes Secured Obligations) or Azul Cargo Collateral Document (excluding any other obligations secured thereby other than the Notes Secured Obligations), shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are expressly waived by the Obligors, anything contained herein or in any other Collateral Document or Azul Cargo Collateral Document to the contrary notwithstanding;

(ii)provide notice to the Obligors and the Collateral Agents to exercise Cash Control;

(iii)subject to the Intercreditor Agreement, set-off amounts in the Controlled Accounts or any other accounts (other than accounts pledged to secure other Indebtedness of any Obligor, escrow accounts, payroll accounts, payroll and withholding Tax accounts and similar accounts used for employment Tax or employee benefits and accrued and unpaid employee compensation payments (including salaries, wages, benefits and expense reimbursements, 401(k) and other retirement plans and employee benefits, including rabbi trusts for deferred compensation and health care benefits), other fiduciary, Tax or trust accounts or accounts held in trust for an unaffiliated third party) maintained with the Trustee, a Collateral Agent or the Trustee (or any of their respective affiliates) and apply such amounts to the obligations of the Obligors under this Indenture and in the Collateral Documents and Azul Cargo Collateral Documents; and

(iv)subject to the terms of the Transaction Documents and any limitations therein, exercise any and all remedies under the Collateral Documents, the Azul Cargo Collateral Documents and under applicable law available to the Trustee, the Collateral Agents and the Holders.

Section 6.04    Waiver of Past Defaults.

The Requisite Noteholders by notice to the Trustee may on behalf of the Holders of all of the Notes of the relevant Series waive any existing Default and its consequences under this Indenture, except a continuing Default in the payment of interest, additional amounts, if any, principal and premium, if any, on any Note of the relevant Series held by a non-consenting Holder; provided, that subject to Section 6.03 hereof, the Requisite Noteholders may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section 6.05    Control by Majority.

The Holders of a majority in principal amount of the outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to the Notes of the relevant Series. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or that, subject to Section 7.01, the Trustee determines is unduly prejudicial to the rights of any other Holder of a Note of the relevant Series or that would subject the Trustee to personal liability; provided, however that the Trustee has no duty to determine whether any such action is prejudicial to any Holder or beneficial owner of the Notes of the relevant Series.

Section 6.06    Limitation on Suits.

(a)Subject to Section 6.07 hereof, no Holder of a Note of the relevant Series may pursue any remedy with respect to this Indenture or the Notes unless:

(i)such Holder has previously given the Trustee written notice that an Event of Default is continuing;

(ii)Holders of at least 25.0% in aggregate principal amount of the total outstanding Notes of the relevant Series have made a written request to the Trustee to pursue the remedy;

(iii)Holders of the Notes of the relevant Series have offered and, if requested, provide to the Trustee indemnity or security reasonably satisfactory to the Trustee against any loss, liability or expense;

(iv)the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

(v)the Requisite Noteholders have not given the Trustee a direction inconsistent with such request within such 60-day period.

(b)A Holder of a Note of the relevant Series may not use this Indenture to prejudice the rights of another Holder of a Note of the relevant Series or to obtain a preference or priority over another Holder of a Note of the relevant Series.

Section 6.07    Rights of Holders of Notes to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder of a Note of the relevant Series to receive payment of principal, interest, additional amounts, if any, and premium, if any, on the Notes of the relevant Series, on or after the respective due dates expressed in the Note (including in connection with a Mandatory Repurchase Offer, a Mandatory Prepayment Event or a Parent Change of Control Offer), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Section 6.08    Collection Suit by Trustee.

If an Event of Default specified in Section 6.02(a)(i) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuer for the whole amount of interest remaining unpaid, additional amounts, if any, principal and premium, if any, on the Notes of the relevant Series and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.09    Restoration of Rights and Remedies.

If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceedings, the Issuer, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding has been instituted.

Section 6.10    Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.09 hereof, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 6.11    Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article 6 or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

Section 6.12    Trustee May File Proofs of Claim.

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel), the Collateral Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Collateral Agents, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Issuer (or any other obligor upon the Notes including the Guarantors), its creditors or its property and shall be entitled and empowered to participate as a member in any official committee of creditors appointed in such matter and to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, the Collateral Agents, their agents and counsel, and any other amounts due the Trustee or Collateral Agents under Section 7.07 hereof. To the extent that the payment of

any such compensation, expenses, disbursements and advances of the Trustee, the Collateral Agents, their agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.13    Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.13 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10.0% in principal amount of the then outstanding Notes.

ARTICLE 7

TRUSTEE AND COLLATERAL AGENTS

Section 7.01    Duties of Trustee.

(a)If an Event of Default has occurred and is continuing (which is known to the Trustee), the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b)Except during the continuance of an Event of Default:

(i)the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii)in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

(c)the Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i)this Section 7.01(c) does not limit the effect of Section 7.01(b);

(ii)the Trustee shall not be liable for any error of judgment made in good faith, unless it is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and

(iii)the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.06 hereof.

(d)Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to the provisions of this Article 7.

(e)The Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of the Notes, unless the Holders have offered, and if requested, provided to the Trustee indemnity or security satisfactory to the Trustee against any loss, liability or expense.

(f)The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Section 7.02    Rights of Trustee and Collateral Agents.

(a)The Trustee and the Collateral Agents may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person and upon any order or decree of a court of competent jurisdiction. The Trustee and the Collateral Agents need not investigate any fact or matter stated in the document, but the Trustee and the Collateral Agents, in their discretion, may make such further inquiry or investigation into such facts or matters as they may see fit, and, if the Trustee or the Collateral Agents shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney at the sole cost of Azul and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(b)Before the Trustee or the Collateral Agents act or refrain from acting, they may require an Officer’s Certificate or an Opinion of Counsel or both. Neither the Trustee nor the Collateral Agents shall be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee and the Collateral Agents may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel or both shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c)The Trustee and the Collateral Agents may act through their attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care.

(d)The Trustee and the Collateral Agents shall not be liable for any action they take or omit to take in good faith that they believe to be authorized or within the rights or powers conferred upon it by this Indenture.

(e)Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer shall be sufficient if signed by a Responsible Officer of the Issuer.

(f)None of the provisions of this Indenture shall require the Trustee or the Collateral Agents to expend or risk their own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers if they shall have reasonable grounds for believing that repayment of such funds or security or indemnity satisfactory to them against such risk or liability is not assured to them.

(g)Neither the Trustee nor the Collateral Agents shall be deemed to have notice of any Default or Event of Default unless (i) a Responsible Officer of the Trustee or the Collateral Agents, as applicable, has received written notice of a Default or Event of Default at the Corporate Trust Office of the Trustee or Collateral Agents, respectively, and such notice references the Notes and this Indenture; or (ii) the Trustee has actual knowledge of a Default or Event of Default under Section 6.02(a)(i) hereof. Neither the Trustee nor the Collateral Agents shall be responsible for knowledge of the terms and conditions of any other agreement, instrument or document other than this Indenture and the other Collateral Documents or Azul Cargo Collateral Documents to which it is party.

(h)In no event shall the Trustee or the Collateral Agents be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee or the Collateral Agents has been advised of the likelihood of such loss or damage and regardless of the form of action.

(i)The rights, privileges, protections, immunities and benefits given to the Trustee and the Collateral Agents, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee and the Collateral Agents in each of its capacities hereunder and under the Collateral Documents and Azul Cargo Collateral Documents, and each agent, custodian and other Person employed to act hereunder.

(j)The Trustee and the Collateral Agents may request that the Issuer and any Guarantor deliver an Officer’s Certificate (upon which the Trustee and the Collateral Agents may conclusively rely) setting forth the names of the individuals and/or titles of Responsible Officers (with specimen signatures) authorized at such times to take specific actions pursuant to this Indenture, which Officer’s Certificate may be signed by any person specified as so authorized in any certificate previously delivered and not superseded.

(k)The Trustee and the Collateral Agents shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

(l)The permissive right of the Trustee and the Collateral Agents to take or refrain from taking any actions enumerated herein shall not be construed as a duty.

(m)Neither the Trustee nor the Collateral Agents shall be bound to make any investigation into (i) the performance or observance by the Issuer or any other Person of any of the covenants, agreements or other terms or conditions set forth in this Indenture or in any related document, (ii) the occurrence of any default, or the validity, enforceability, effectiveness or genuineness of this Indenture, any related document or any other agreement, instrument or document, (iii) the creation, perfection or priority of any Lien purported to be created by this Indenture or any related document or (iv) the value or the sufficiency of any Collateral.

(n)Neither the Trustee nor the Collateral Agents shall have any duty or responsibility in respect of (i) any recording, filing, or depositing of this Indenture or any other agreement or instrument, monitoring or filing any financing statement or continuation statement evidencing a security interest, the maintenance of any such recording, filing or depositing or to any re-recording, re-filing or re-depositing of any thereof, or otherwise monitoring the perfection, continuation of perfection or the sufficiency or validity of any security interest in or related to the Collateral, (ii) the acquisition or maintenance of any insurance or (iii) the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral.

(o)Neither the Trustee nor the Collateral Agents shall be under any obligation to exercise any of the rights or powers vested in it by this Indenture, any Collateral Documents, any Azul Cargo Collateral Documents or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Holders pursuant to the provisions of this Indenture or any related document, unless such Holders shall have offered to the Trustee security, indemnity or prefunding satisfactory to the Trustee, in its sole discretion, against the losses, costs, expenses (including attorneys’ fees and expenses) and liabilities that might be incurred by the Trustee in compliance with such request, order or direction.

(p)Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Trustee hereunder, the Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuer, the servicer or any other parties to any related documents which may come into the possession of the Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact.

(q)If the Trustee requests instructions from the Issuer or the Holders with respect to any action or omission in connection with this Indenture, the Trustee shall be entitled (without incurring any liability therefor) to refrain from taking such action and continue to refrain from acting unless and until the Trustee shall have received written instructions from the Issuer or the Holders, as applicable, with respect to such request.

(r)In no event shall the Trustee or the Collateral Agents be liable for any failure or delay in the performance of its obligations under this Indenture or any related documents because of circumstances beyond the Trustee’s or the Collateral Agents’ control, including, but not limited to, a failure, termination, or suspension of a clearing house, securities depositary, settlement system or central payment system in any applicable part of the world or acts of God, flood, war (whether declared or undeclared), civil or military disturbances or hostilities, nuclear or natural catastrophes, political unrest, explosion, severe weather or accident, earthquake, terrorism, fire, riot, labor disturbances, epidemics, pandemics, strikes or work stoppages for any reason, embargo, government action, including any laws, ordinances, regulations or the like (whether domestic, federal, state, county or municipal or foreign) which delay, restrict or prohibit the providing of the services contemplated by this Indenture or any related documents, or the unavailability of communications or computer facilities, the failure of equipment or interruption of communications or computer facilities, or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility, or any other causes beyond the Trustee’s or the Collateral Agents’ control whether or not of the same class or kind as specified above; it being understood that the Trustee and the Collateral Agents shall use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

(s)The Trustee and the Collateral Agents shall not be liable for failing to comply with their respective obligations under this Indenture, any Collateral Document or any Azul Cargo Collateral Document, as applicable, in so far as the performance of such obligations is dependent upon the timely receipt of instructions and/or other information from any other person which are not received or not received by the time required.

(t)The Trustee and the Collateral Agents shall be fully justified in failing or refusing to take any action under this Indenture, any Collateral Document, any Azul Cargo Collateral Document or any other related document if such action (A) would, in the reasonable opinion of the Trustee or such Collateral Agent, as applicable, in good faith (which may be based on the advice or opinion of counsel), be contrary to applicable law, this Indenture, any Collateral Document or any Azul Cargo Collateral Document or any other related document, or (B) is not provided for in this Indenture, any Collateral Document, any Azul Cargo Collateral Document or any other related document.

(u)In each case that any Collateral Agent may, or is required hereunder or under the respective Collateral Documents or Azul Cargo Collateral Documents to take any action, including to make any determination, exercise of discretion or judgment, to give consents, to exercise rights, powers or remedies, to release or sell Collateral or otherwise to act hereunder or under the relevant Collateral Documents or Azul Cargo Collateral Documents, such Collateral Agent may seek direction from the Trustee (who shall only deliver instructions upon receipt of written direction from the Holders of the requisite aggregate principal amount of outstanding Notes) (or, where provided in the Intercreditor Agreement, the Controlling Creditors)). No Collateral Agent shall be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction from the Trustee (acting solely pursuant to the written instructions of the Holders holding the requisite aggregate principal amount of outstanding Notes) (or, where provided in the Intercreditor Agreement, the Controlling Creditors)). If any Collateral Agent shall request direction from the Trustee or the Controlling Creditors with respect to any action, such Collateral Agent shall be entitled to refrain from such action unless and until such Collateral Agent shall have received direction from the Trustee or the Controlling Creditors, and such Collateral Agent shall not incur liability to any Person by reason of so refraining.

(v)No Collateral Agent shall be liable for any action it takes or omits to take, in good faith which it reasonably believes to be authorized or within its rights or powers; provided, however, that such Collateral Agent’s conduct does not constitute willful misconduct or gross negligence as determined ultimately by a court of competent jurisdiction.

(w)Each Collateral Agent may at any time give 90 days’ notice of its resignation and be discharged of its obligations under this Agreement and the Secured Debt Documents to which it is a party. Upon receiving the notice of resignation from such Collateral Agent, the Parent Guarantor shall propose a successor within thirty (30) days and shall notify the Representatives of such proposed successor. Unless Representatives on behalf of the Controlling Creditors object to such proposed successor, such successor shall become the applicable Collateral Agent hereunder. If the Parent Guarantor has not proposed a successor within such 30-day period, or if an Event of Default is in effect, or if the Controlling Creditors have objected to the proposed successor within ten (10) days of such notification, the Controlling Creditors shall appoint a successor which shall become the Brazilian Collateral Agent hereunder. After a ninety (90) days period from such notice of resignation, if no successor has been appointed, such Collateral Agent shall hold the Collateral in its possession as a gratuitous bailee until a successor Collateral Agent has been appointed, but shall otherwise be fully and immediately discharged of any and all responsibilities as collateral agent under this Agreement and the Secured Debt Documents to which it is a party. The resigning Collateral Agent shall execute and deliver all documents requested by the Parent Guarantor to appoint a successor Collateral Agent and transfer the Collateral to such successor.

Section 7.03    Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or any Affiliate of the Issuer with the same rights it would have if it were not Trustee. The Collateral Agents and any Agent may do the same with like rights.

Section 7.04    Trustee’s Disclaimer.

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuer’s use of the proceeds from the Notes or any money paid to the Issuer or upon the Issuer’s direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

Section 7.05    Notice of Defaults.

If a Default occurs and is continuing and if it is known to the Trustee, the Trustee shall send to Holders of Notes a notice of the Default within 90 days after it occurs. Except in the case of a Default relating to the payment of interest, additional amounts, if any, principal and premium, if any, on any Note, the Trustee may withhold from the Holders notice of any continuing Default if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes. The Trustee shall not be deemed to know of any Default unless (i) a Responsible Officer of the Trustee has received written notice of a Default or Event of Default at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture; or (ii) the Trustee has actual knowledge of a Default or Event of Default under Section 6.02(a)(i) hereof.

Section 7.06    [Reserved.]

Section 7.07    Compensation and Indemnity.

(a)The Issuer shall pay to the Trustee and Collateral Agents from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties shall agree in writing from time to time. Neither the Trustee’s nor Collateral Agents’ compensation shall be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Trustee and Collateral Agents promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s and Collateral Agents’ agents and counsel.

(b)The Issuer and the Guarantors, jointly and severally, shall indemnify the Trustee and the Collateral Agents, each of their officers, directors, employees and agents for, and hold the Trustee and Collateral Agents harmless against, any and all loss, damage, claim, liability or expense (including attorneys’ fees) incurred by it in connection with the acceptance or administration of this trust and the performance of its duties hereunder (including the costs and expenses of enforcing this Indenture against the Issuer and the Guarantors (including this Section 7.07) or defending itself against any claim whether asserted by any Holder, the Issuer or any Guarantors, or liability in connection with the acceptance, exercise or performance of any of its powers or duties hereunder). The Trustee or Collateral Agents, as applicable, shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Trustee or Collateral Agents, as applicable, to so notify the Issuer shall not relieve the Issuer of their obligations hereunder. The Issuer shall defend the claim and the Trustee and Collateral Agents may have separate counsel and the Issuer shall pay the fees and expenses of such counsel. The Issuer need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee or Collateral Agents through the Trustee’s or Collateral Agents’, respectively, own willful misconduct or gross negligence as determined ultimately by a court of competent jurisdiction.

(c)The obligations of the Issuer and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee or Collateral Agents.

(d)To secure the payment obligations of the Issuer and the Guarantors in this Section 7.07, the Trustee and the Collateral Agents shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal, interest and additional amounts, if any, on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee and the Collateral Agents.

(e)When the Trustee or Collateral Agents incurs expenses or renders services after an Event of Default specified in Section 6.02(a)(v) or Section 6.02(a)(vi) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Section 7.08    Replacement of Trustee.

(a)A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuer. The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuer in writing. The Issuer may remove the Trustee if:

(i)the Trustee fails to comply with Section 7.10 hereof;

(ii)the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(iii)a custodian or public officer takes charge of the Trustee or its property; or

(iv)the Trustee becomes incapable of acting.

(b)If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuer shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer.

(c)If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee (at the Issuer’s expense), the Issuer or the Holders of at least 10.0% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

(d)If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(e)A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall send a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided, all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuer’s obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee.

Section 7.09    Successor Trustee by Merger, Etc.

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another entity, the successor entity without any further act shall be the successor Trustee.

Section 7.10    Eligibility; Disqualification.

There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least US$50,000,000 as set forth in its most recent published annual report of condition.

ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01    Option to Effect Legal Defeasance or Covenant Defeasance.

The Issuer may, at their option and at any time, elect to have either Section 8.02 or Section 8.03 hereof applied to all outstanding Notes of a Series upon compliance with the conditions set forth below in this Article 8.

Section 8.02    Legal Defeasance and Discharge.

(a)Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes of a Series and Note Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes of the relevant Series, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in this Section 8.02(a) and Section 8.02(b), and to have satisfied all its other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall execute such instruments reasonably requested by the Issuer acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

(i)the rights of Holders of Notes of the relevant Series to receive payments in respect of the interest, additional amounts, if any, principal and premium, if any, on the Notes of the relevant Series when such payments are due solely out of the trust created pursuant to this Indenture referred to in Section 8.04 hereof;

(ii)the Issuer’s obligations with respect to Notes of the relevant Series concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(iii)the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’s obligations in connection therewith; and

(iv)this Article 8.

(b)Subject to compliance with this Article 8, the Issuer may exercise their option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Section 8.03    Covenant Defeasance

Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under Section 4.02 through Section 4.24, Section 4.29 through Section 4.33, Section 4.37, Section 4.38, Section 5.01 (except for Section 5.01(a)(i) and (ii) and Section 5.01(c)), Section 13.10, Section 13.11 and Section 13.12 hereof as well as any additional covenants for a particular Series of Notes contained in a Notes Supplemental Indenture with respect to the outstanding Notes of the relevant Series on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes of the relevant Series shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes of the relevant Series may not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes of the relevant Series, the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.02 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.02(a)(ii) (solely with respect to the defeased covenants listed above), Section 6.02(a)(iii) (solely with respect to the defeased covenants listed above) or Section 6.02(a)(iv) (solely with respect to the defeased covenants listed above) hereof shall not constitute Events of Default.

Section 8.04    Conditions to Legal or Covenant Defeasance

The following shall be the conditions to the application of either Section 8.02 or Section 8.03 hereof to the outstanding Notes of the relevant Series:

(a)the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes of the relevant Series, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized independent registered public accounting firm, to pay the principal of, premium, if any, interest and additional amounts, if any, on the outstanding Notes of the relevant Series on the stated date for payment thereof or on the applicable redemption date, as the case may be;

(b)in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that:

(i)the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or

(ii)since the date of this Indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that the beneficial owners of the Notes of the relevant Series shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and shall be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(c)in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the beneficial owners of the Notes of the relevant Series shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(d)such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Issuer is a party or by which the Issuer is bound;

(e)the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring Holders of the Notes of the relevant Series over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others;

(f)the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with; and

(g)no Event of Default shall have occurred and be continuing either: (x) on the date of such deposit (other than an Event of Default resulting from the borrowing of funds to be applied to such deposit); or (y) insofar as the Events of Default under Section 6.02(a)(v) or Section 6.02(a)(vi) are concerned, at any time in the period ending on the 91st day after the date of deposit.

Section 8.05    Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions.

(a)Subject to Section 8.06 hereof, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes of the relevant Series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer or a Guarantor acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of the relevant Series of all sums due and to become due thereon in respect of interest, additional amounts, if any, principal and premium, if any, on the Note of the relevant Series, but such money need not be segregated from other funds except to the extent required by law.

(b)The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or Government Securities deposited pursuant to Section 8.04 hereof or the principal, interest and additional amounts, if any, received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes of the relevant Series.

(c)Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the request of the Issuer any money or Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04 hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06    Repayment to Issuer.

Subject to applicable abandoned property law, any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the interest, additional amounts, if any, principal and premium, if any, on any Note and remaining unclaimed for two years after such interest, additional amounts, if any, principal and premium, if any, on such Note has become due and payable shall be paid to the Issuer on their request or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease.

Section 8.07    Reinstatement

If the Trustee or Paying Agent is unable to apply any United States dollars or Government Securities in accordance with Section 8.02 or Section 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuer’s obligations under the Notes Documents shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or Section 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or Section 8.03 hereof, as the case may be; provided, however, that if the Issuer make any payment of interest, additional amounts, if any, principal and premium, if any, on any Note following the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

Section 8.08    Application of Trust Money

Subject to the provisions of Section 8.06, all money deposited with the Trustee pursuant to this Article 8 shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including either of the Issuer acting as Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the interest, additional amounts, if any, principal and premium, if any, on the Notes for whose payment such money has been deposited with or received by the Trustee; but such money need not be segregated from other funds except to the extent required by law. Money so held in trust is subject to the Trustee’s rights under Section 7.07.

ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01    Without Consent of Holders of Notes

(a)Notwithstanding anything to the contrary in Section 9.02 hereof, the Issuer, any Guarantor (with respect to a Note Guarantee or this Indenture) and the Trustee and the Collateral Agents, subject to any restrictions in the Notes Documents, may amend or supplement this Indenture or the Notes of one or more Series, any other Notes Documents or the Intercreditor Agreement (including, for the avoidance of doubt, any exhibit, schedule or other attachment to any Notes Document or the Intercreditor Agreement) without the consent of any Holder and the Issuer may direct the Trustee, and the Trustee shall (upon receipt of the documents required by Section 9.06, subject to Section 9.01(b) below), enter into an amendment to this Indenture, any other Notes Documents or the Intercreditor Agreement, as applicable, to:

(i) effect the issuance of Permitted First Priority Secured Debt in accordance with the terms of the Notes Documents; or amend or supplement the Intercreditor Agreement; provided, that no such agreement shall amend, modify or otherwise directly and adversely affect the rights or duties of the Trustee under the Notes Documents without its prior written consent;

(ii) evidence the succession of another Person to the Parent Guarantor pursuant to a consolidation, merger or conveyance, transfer or lease of assets permitted under this Indenture;

(iii) surrender any right or power conferred upon any Obligor;

(iv) add to the covenants in any Notes Document, such further covenants, restrictions, conditions or provisions for the protection of the Holders of the Notes of any Series, and to add any additional Events of Default for the Notes of any Series subject to certain limitations;

(v) amend the Transaction Documents (including, for the avoidance of doubt, any exhibit, schedule or other attachment to any Collateral Document or any Azul Cargo Collateral Document) save for the Cayman Equitable Share Mortgages, by an agreement in writing entered into by the relevant Obligor and the Trustee or the relevant Collateral Agent, as applicable, to (x) cure any ambiguity, omission, mistake, defect or inconsistency, (y) effect administrative changes of a technical or immaterial nature and (z) correct or cure any incorrect cross references or similar inaccuracies and such amendment shall be deemed approved by the Holders if the Holders shall have received at least five (5) Business Days’ prior written notice of such change and the Trustee shall not have received, within five (5) Business Days of the date of such notice to the Holders, a written notice from the Requisite Noteholders stating that the Requisite Noteholders object to such amendment;

(vi) convey, transfer, assign, mortgage or pledge any property to or with the Trustee or any Collateral Agent or to make such other provisions in regard to matters or questions arising under the Transaction Documents as shall not adversely affect the interests of any Holders;

(vii) modify or amend the Notes Documents in such a manner as to permit the qualification of this Indenture or any supplemental Indenture under the Trust Indenture Act as then in effect;

(viii) add to or change any provisions of this Indenture to such extent as necessary to permit or facilitate the issuance of the Notes in bearer or uncertificated form, provided that any such action shall not adversely affect the interests of the Holders of Notes in any material respect;

(ix) amend this Indenture (including the terms of the Note Guarantees), the Collateral Documents, the Azul Cargo Collateral Documents and any other Notes Document (A) to effect the granting, perfection, protection, expansion or enhancement of any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable requirements of law, (B) as required by local law or advice of counsel to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable requirements of law, or (C) to cause such Note Guarantee, collateral or security document or other document to be consistent with this Indenture, the other Notes Documents, the Collateral Documents or the Azul Cargo Collateral Documents, as applicable;

(x) provide additional guarantees for the Notes of any Series;

(xi) evidence the release of Liens in favor of the Trustee, any Collateral Agent or any Secured Party in the Shared Collateral in accordance with the terms of the Notes Documents, or in the Azul Cargo Collateral in accordance with the terms thereof;

(xii) evidence and provide for the acceptance of appointment of a separate or successor Trustee or Collateral Agent and to add to or change any of the provisions of the Notes Documents as shall be necessary to provide for or facilitate the administration of the Notes Documents by more than one Trustee or Collateral Agent; or

(xiii) conform the text of any Transaction Document or Note Guarantee to any provision of the sections “Description of New Notes”, “Description of Certain Material Transaction Agreements,” or the “Description of Collateral” in the Offering Memorandum to the extent that any such provision in the Offering Memorandum was intended to be a verbatim recitation of a provision of the relevant Transaction Documents or Note Guarantee, as set forth in an Officer’s Certificate delivered to the Trustee.

(b)Upon the request of the Issuer and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a Guarantor under this Indenture upon (i) execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture and (ii) delivery of an Officer’s Certificate complying with the provisions of Section 9.06, Section 12.04 and Section 12.05 hereof.

Section 9.02    With Consent of Holders of Notes

(a)Except as otherwise provided in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture and any other Notes Document with the consent of the Requisite Noteholders voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.10 and Section 2.11 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02.

(b)Upon the request of the Issuer and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee and Collateral Agent, if applicable, of the documents described in Section 9.06 hereof, the Trustee shall join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture or amendment or supplement to the Collateral Documents or Azul Cargo Collateral Documents unless such amended or supplemental indenture or amendment or supplement to any Collateral Document or Azul Cargo Collateral Document affects the Trustee’s own rights, duties or immunities under this Indenture, any Collateral Document, Azul Cargo Collateral Document, or otherwise, in which case the Trustee, may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture or amendment or supplement to any Collateral Document or Azul Cargo Collateral Document.

(c)It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver. It shall be sufficient if such consent approves the substance of the proposed amendment or supplement. A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with a tender of such Holder’s Notes will not be rendered invalid by such tender.

(d)After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. The failure to give such notice to all the Holders, or any defect in the notice will not impair or affect the validity of any such amendment, supplement or waiver. Furthermore, by its acceptance of the Notes, each Holder of the Notes is deemed to have consented to the terms of the Intercreditor Agreement, Azul Cargo Intercreditor Agreement, the Collateral Documents, the Azul Cargo Collateral Documents and to have authorized and directed each of the Trustee and Collateral Agent to execute, deliver and perform each of the Intercreditor Agreement, Azul Cargo Intercreditor Agreement, Collateral Documents and Azul Cargo Collateral Documents to which it is a party, binding the Holders to the terms thereof.

(e)Except as provided in Section 9.01, no modification, amendment or waiver of any provision of this Indenture, any Collateral Document (other than any Account Control Agreement) or any Azul Cargo Collateral Document, and no consent to any departure by any Obligor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Requisite Noteholders (or signed by the Trustee with the written consent of the Requisite Noteholders); and, with respect to any Collateral Document or any Azul Cargo Collateral Document, subject to the restrictions contained therein, provided that no such modification, amendment or supplement shall without the prior written consent of:

(i)each Holder directly and adversely affected thereby, (A) reduce the principal amount of, premium, if any, interest or Additional Amounts, if any, on, or (B) extend the Stated Maturity or interest payment periods, of the Notes of the relevant Series (C) modify such Holder’s ability to vote its obligations pursuant to the Intercreditor Agreement; (D) alter the provisions with respect to the redemption or required repurchase of the Notes of the relevant Series (other than with respect to a Parent Change of Control Offer), (E) waive a Default or Event of Default in the payment of principal of or premium with respect to the Notes, if any, or interest on, or Additional Amounts, if any, with respect to Notes of the relevant Series, (F) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of the Notes to receive payments of principal of or premium, if any, or interest on, or Additional Amounts, if any, with respect to a Series of Notes, or (G) change the ranking of the Notes or any Note Guarantees in a manner that adversely affects the rights of the Holders of any Series of Notes;

(ii)all of the Holders, (A) amend or modify any provision of this Indenture which provides for the unanimous consent or approval of the Holders to reduce the percentage of principal amount of Notes of the Holders required thereunder; or (B) release the Liens granted to the Collateral Agent or the Trustee under any Notes Document (other than as permitted under any Notes Document);

(iii)all of the Holders, except as referred to under Article 8, release the Note Guarantees;

(iv)the Holders holding no less than 66.67% of the outstanding principal amount of the Notes of the relevant Series, (A) release any of the Collateral (other than as otherwise permitted under this Indenture, the Collateral Documents or the Azul Cargo Collateral Documents), (B) amend, modify or waive any provision of Section 4.22 or (C) effect any shortening or subordination of term or reduction in fees or liquidated damages under any IP License (except as permitted under the Intercreditor Agreement following a Designated Default Event);

(v)the Requisite Noteholders, to make the Notes of the relevant Series of such holder payable in money or securities other than that as stated in the Notes of the relevant Series;

(vi)the Requisite Noteholders, to impair the right of such holder to institute suit for the enforcement of any payment with respect to the Notes of the relevant Series;

(vii)all Holders of the relevant Series, to reduce the percentage specified in the definition of “Requisite Noteholders” in respect of such Series; and

(viii)all Holders, to modify any of the foregoing Section 9.02(e)(i) through (vii).

Section 9.03    [Reserved]

Section 9.04    Revocation and Effect of Consents.

(a)Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

(b)The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement or waiver. If a record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only such Persons, shall be entitled to consent to such amendment, supplement, or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date unless the consent of the requisite number of Holders has been obtained.

Section 9.05    Notation on or Exchange of Notes.

(a)The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Issuer in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.

(b)Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

Section 9.06    Trustee to Sign Amendments, Etc.

The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. In executing any amendment, supplement or waiver, the Trustee shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 12.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and an Opinion of Counsel stating that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, and complies with the provisions hereof. Notwithstanding the foregoing and upon satisfaction of the requirements set forth in the last sentence of Section 9.01 hereof, no Opinion of Counsel shall be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

ARTICLE 10

GUARANTEES

Section 10.01    Guarantee.

(a)Subject to this Article 10, each of the Guarantors hereby, jointly and severally irrevocably and unconditionally guarantees (the “Note Guarantees”), to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee, the Collateral Agents, and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, the due and punctual payment of the unpaid principal and interest on (including additional amounts, if any, defaulted interest, if any, and interest accruing after the Stated Maturity of after the filing of any petition of bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Issuer, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) each Note, whether at the Stated Maturity, upon redemption, upon required prepayment, upon acceleration, upon required repurchase at the option of the holder or otherwise according to the terms thereof and of this Indenture and all other obligations of the Issuer to the Holders, the Trustee or the Collateral Agents hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Any indebtedness owed by a Guarantor to any Obligor are subordinated in right of payment to the Note Guarantees.

(b)The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the Collateral Documents or the Azul Cargo Collateral Documents, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to or any amendment of any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that this Note Guarantee shall not be discharged except pursuant to Article 8 or Article 10 or by complete performance of the obligations contained in the Notes and this Indenture.

(c)If any Holder, the Trustee or either Collateral Agent is required by any court or otherwise to return to the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid either to the Trustee, the Collateral Agents or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

(d)Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders, the Trustee and the Collateral Agent, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantees.

(e)Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer or any of the Guarantors for liquidation or reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

(f)The payment obligations of the Guarantors under their respective Note Guarantees will be direct senior obligations of the relevant Guarantor, ranking equally with all of such Guarantor’s other unsubordinated obligations (except those obligations preferred by operation of law, including labor and tax claims, and except as provided with respect to the First Priority Secured Debt under the Intercreditor Agreement and except as provided with respect to the Azul Cargo Priority Secured Debt under the Azul Cargo Intercreditor Agreement).

(g)Each Brazilian Guarantor unconditionally and irrevocably waives any and all benefits set forth under Articles 333 (sole paragraph), 364, 366, 368, 821, 827, 829 (sole paragraph), 830, 834, 835, 837, 838 and 839 of the Brazilian Civil Code (Brazilian Law No. 10,406, of January 10, 2002, as amended) and Articles 130, 131 and 794 of the Brazilian Civil Procedure Code (Brazilian Law No. 13,105, of March 16, 2015, as amended).

Section 10.02    Limitation on Guarantor Liability.

Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 10, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law or to comply with corporate benefit, financial assistance and other laws.

Section 10.03    Execution and Delivery.

(a)To evidence its Note Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture shall be executed on behalf of such Guarantor by one of its Responsible Officers.

(b)Each Guarantor hereby agrees that its Note Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Note Guarantee on the Notes.

(c)If a Responsible Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Note Guarantee shall be valid nevertheless.

(d)The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the Guarantors.

Section 10.04    Benefits Acknowledged.

Each Guarantor acknowledges that it shall receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the guarantee and waivers made by it pursuant to its Note Guarantee are knowingly made in contemplation of such benefits.

Section 10.05    Release of Note Guarantees.

A Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Issuer or the Trustee is required for the release of such Guarantor’s Note Guarantee, upon the Issuer’s exercising their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the satisfaction and discharge of the Issuer’s obligations under this Indenture in accordance with the terms of this Indenture, so long as (i) no Event of Default shall have occurred and be continuing or shall result therefrom, (ii) the Issuer shall have delivered to the Trustee a certificate of a Responsible Officer certifying that such conditions to the release of such Note Guarantee have been satisfied together with such information relating thereto as the Trustee may reasonably request and (iii) the Trustee shall execute and deliver, at the Issuer’s expense, such documents as the Issuer or Guarantor may reasonably request and prepare to evidence the release of the Note Guarantee of such Guarantor provided herein.

Section 10.06    Alternative Place of Payment

The Majority Noteholders may (but shall have no obligation to), at their sole discretion, direct the Trustee to demand that payments due by any Brazilian Guarantor pursuant to this Indenture be made in the City of São Paulo, State of São Paulo, Brazil, in Brazilian reais, in which case (i) such payments will be made by such Brazilian Guarantors into the BRL Payment Account, (ii) the City of São Paulo, State of São Paulo, Brazil, will be deemed to be the place of such payment for all purposes under Applicable Law, and (iii) the Dollar amount of such payment shall be converted into Brazilian Reais using the Dollar to Reais sell exchange rate published by the Central Bank of Brazil on the Business Day immediately preceding the applicable payment date on its exchange rate website (https://www.bcb.gov.br/en##!/n/EXCHANGERATES), menu “Quotations and bulletins,” option “Closing quotations of all currencies on a certain date,” currency “United States Dol,” USD, code line 220, column “Rate/Offer” (or any successor screen established by the Central Bank of Brazil); provided that the Trustee shall provide at least five (5) Business Days’ written notice thereof to the Brazilian Guarantors and the Paying Agent prior to the relevant Payment Date, and the Trustee shall advise the Paying Agent of the Dollar amount of such payment and the date of receipt. Without limiting the foregoing rights of the Majority Noteholders to direct the Trustee to demand payment in Brazil, any payment received hereunder must be in Dollars, and the Trustee shall provide for any conversion to Dollars of the amount so paid in accordance with normal banking procedures, as applicable.

ARTICLE 11

SATISFACTION AND DISCHARGE

Section 11.01    Satisfaction and Discharge.

This Indenture, the Collateral Documents and the Azul Cargo Collateral Documents shall be discharged and shall cease to be of further effect as to all Notes, when:

(a)either

(i)all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or

(ii)all Notes not theretofore delivered to the Trustee for cancellation have become due and payable, shall become due and payable at their maturity within one year or are to be called for redemption within one year, and, at the expense of the Issuer, the Issuer or any Guarantor have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities or a combination thereof, in such amounts sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, accrued interest, if any, and additional amounts, if any, to the date of such deposit (in the case of Notes which have become due and payable) or to the final maturity date or redemption date, as the case may be;

(b)the Issuer have paid or caused to be paid all sums payable by it under this Indenture; and

(c)the Issuer have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.

In addition, the Issuer must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Notwithstanding the satisfaction and discharge of this Indenture, the provisions of Section 7.07 hereof shall survive and, if money shall have been deposited with the Trustee pursuant to subclause (i) of clause (a) of this Section 11.01, the provisions of Section 11.02 and Section 8.06 hereof shall survive.

Section 11.02.    Application of Trust Money

(a)Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 11.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as their own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the interest, additional amounts, if any, principal and premium, if any on the Notes for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

(b)If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 11.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof; provided, that if the Issuer have made any payment of interest, additional amounts, if any, principal and premium, if any, on any Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

ARTICLE 12

MISCELLANEOUS

Section 12.01.    [Reserved]

Section 12.02.    Notices

(a)Any notice or communication shall be in writing and delivered in person or mailed by first-class mail (registered or certified, return receipt requested), fax or other electronic transmission or overnight air courier guaranteeing next day delivery addressed as follows:

If to the Issuer and/or any Guarantor:

Edifício Jatobá, 8th floor, Castelo Branco Office Park
Avenida Marcos Penteado de Ulhôa Rodrigues, 939
Tamboré, Barueri, São Paulo, SP, 06460-040, Brazil
Fax: +55 11 4134-9890
Attention: Raphael Linares Felippe
Email: raphael.linares@voeazul.com.br
in respect of IP Co and IP HoldCo, with a copy to:
c/o the offices of Walkers Fiduciary Limited
190 Elgin Avenue
George Town
Grand Cayman KY1-9008
Cayman Islands
Attention: The Directors
Email: fiduciary@walkersglobal.com
If to the Trustee or the U.S. Collateral Agent:
---
UMB Bank, National Association
5910 N Central Expressway, Suite 1900
Dallas, Texas 75206
United States of America
Attention: Corporate Trust and Escrow Services
If to the Brazilian Collateral Agent:
TMF Brasil Administração a Gestão de Ativos Ltda.
Avenida Marcos Penteado de Ulhoa Rodrigues, 939
Tower I, 10th floor, room 3, Jacarandá Building 05422-001
Brazil
Telephone: +55 11 3411-0602
Email: leone.azevedo@tmf-group.com; lesli.gonzalez@tmf-group.com; wagner.castilho@tmf-group.com; diogo.malheiros@tmf-group.com; CTS.Brazil@tmf-group.com
Attention: Leone Azevedo; Lesli Gonzalez; Wagner Castilho; Diogo Malheiros; Corporate Trust Services

The Issuer, any Guarantor, the Trustee or the Collateral Agents, by notice to the others, may designate additional or different addresses for subsequent notices or communications.

(b)The Issuer or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.

(c)Any notice or communication mailed to a Holder shall be mailed to the Holder at the Holder’s address as it appears on the registration books of the Registrar and shall be sufficiently given if so mailed within the time prescribed.

(d)Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it.

(e)Notwithstanding any other provision of this Indenture or any Note, where this Indenture or any Note provides for notice of any event (including any notice of redemption or purchase) to a Holder of a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Notes Depositary pursuant to the standing instructions from the Notes Depositary.

(f)If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

(g)If the Issuer mail a notice or communication to Holders, they shall mail a copy to the Trustee, the Collateral Agents and each Agent at the same time.

(h)The Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods. If the Issuer, any Guarantor or any Holder elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding if such instructions conflict or are inconsistent with a subsequent written instruction. The party providing electronic instructions agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.

Section 12.03    [Reserved]

Section 12.04    Certificate and Opinion as to Conditions Precedent

Upon any request or application by the Issuer or any of the Guarantors to the Trustee to take or refrain from taking any action under this Indenture, the Issuer or such Guarantor, as the case may be, shall furnish to the Trustee:

(a)An Officer’s Certificate in form and substance satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

(b)An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied.

Section 12.05    Statements Required in Certificate or Opinion

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to Section 4.17 hereof) shall include:

(a)a statement that the individual making such certificate or opinion has read such covenant or condition;

(b)a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c)a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with (and, in the case of an Opinion of Counsel, may be limited to reliance on an Officer’s Certificate as to matters of fact); and

(d)a statement as to whether or not, in the opinion of such individual, such condition or covenant has been complied with; provided, that with respect to matters of fact, an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials.

Section 12.06    Rules by Trustee and Agents

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

Section 12.07    No Personal Liability of Directors, Officers, Employees and Stockholders

No past, present or future director, officer, employee, incorporator, member, partner or stockholder of Azul or any Guarantor or any of their direct or indirect parent companies shall have any liability for any obligations of the Issuer or the Guarantors under the Notes, the Note Guarantees or this Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

Section 12.08    Governing Law

THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 12.09    Waiver of Jury Trial

THE ISSUER, THE GUARANTORS, THE TRUSTEE, THE COLLATERAL AGENTS AND EACH HOLDER OF A NOTE BY ITS ACCEPTANCE THEREOF HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 12.10    No Adverse Interpretation of Other Agreements

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Issuer or Guarantors or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 12.11    Successors

All agreements of the Issuer and the Guarantors in this Indenture and the Notes shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors. All agreements of each Guarantor in this Indenture shall bind its successors.

Section 12.12    Severability

In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 12.13    Counterpart Originals

The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent one and the same agreement. The exchange of copies of this Indenture and of signature pages by facsimile, PDF or other electronic transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture and signature pages for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. The words “execution,” “signed,” “signature,” and words of like import in this Indenture or any related document shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Neither the Trustee nor the Collateral Agents shall have a duty to inquire into or investigate the authenticity or authorization of any electronic signature and both shall be entitled to conclusively rely on any electronic signature without any liability with respect thereto.

Section 12.14    Table of Contents, Headings, Etc.

The Table of Contents and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

Section 12.15    U.S.A. PATRIOT Act

The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. PATRIOT Act, the Trustee and Collateral Agents are required to obtain, verify and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee or Collateral Agents. The parties to this Indenture agree that they will provide the Trustee and Collateral Agents with such information as the Trustee or Collateral Agents may reasonably request in order for the Trustee and Collateral Agents to satisfy the requirements of the U.S.A. PATRIOT Act.

Section 12.16    Jurisdiction

(a)The Issuer and each Guarantor agree that any suit, action or proceeding against the Issuer or any Guarantor brought by any Holder, the Trustee or the Collateral Agents arising out of or based upon this Indenture, the Note Guarantees or the Notes may be instituted in any state or Federal court in the Borough of Manhattan, New York, New York, and any appellate court from any thereof, and each of them irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Issuer and each Guarantor irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Indenture, the Note Guarantees or the Notes, including such actions, suits or proceedings relating to securities laws of the United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Issuer and each Guarantor agree that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer or the Guarantors, as the case may be, and may be enforced in any court to the jurisdiction of which the Issuer or the Guarantors, as the case may be, are subject by a suit upon such judgment.

(b)The Obligors irrevocably appoint Cogency Global Inc., located 122 East 42nd Street, 18th Floor, New York, NY 10168, as their authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agree that service of process upon such authorized agent, and written notice of such service to the Obligors by the person serving the same to the address provided in Section 12.02, shall be deemed in every respect effective service of process upon the Obligors in any such suit or proceeding. The Obligors hereby represent and warrant that such authorized agent has accepted such appointment and has agreed to act as such authorized agent for service of process. The Obligors further agree to take any and all reasonable action as may be necessary to maintain such designation and appointment of such authorized agent in full force and effect for the term of all Series of Notes issued pursuant to this Indenture. If for any reason such Person shall cease to be such agent for service of process, each of the Obligors shall forthwith appoint a new agent of recognized standing for service of process in the State of New York and deliver to the Trustee a copy of the new agent’s acceptance of that appointment within 30 days.

(c)The Brazilian Collateral Agent, at the cost and expense of the Obligors, irrevocably appoints Cogency Global Inc., located 122 East 42nd Street, 18th Floor, New York, NY 10168, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agree that service of process upon such authorized agent, and written notice of such service to the Brazilian Collateral Agent by the person serving the same to the address provided in Section 12.02, shall be deemed in every respect effective service of process upon the Obligors in any such suit or proceeding. The Brazilian Collateral Agent hereby represents and warrants that such authorized agent has accepted such appointment and has agreed to act as such authorized agent for service of process. The Brazilian Collateral Agent further agrees to take any and all reasonable action as may be necessary to maintain such designation and appointment of such authorized agent in full force and effect for the term of all Series of Notes issued pursuant to this Indenture. If for any reason such Person shall cease to be such agent for service of process, the Brazilian Collateral Agent shall forthwith appoint, at the cost and expense of the Obligors, a new agent of recognized standing for service of process in the State of New York and deliver to the Trustee a copy of the new agent’s acceptance of that appointment within 30 days.

Section 12.17    Legal Holidays

In any case where any Interest Payment Date or redemption date or date of Maturity of any Note shall not be a Business Day, then (notwithstanding any other provision of this Indenture or of any series of the Notes) payment of interest, additional amounts, if any, or principal need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date or redemption date or date of Maturity; provided that no interest shall accrue for the period from and after such Interest Payment Date or redemption date or date of Maturity, as the case may be on account of such delay.

Section 12.18    Currency Indemnity

Dollars are the sole currency (the “Required Currency”) of account and payment for all sums payable by the Issuer or any Guarantor under or in connection with the Notes, this Indenture and the Note Guarantees, including damages. Any amount with respect to the Notes, this Indenture the Note Guarantees or the other Notes Documents received or recovered in a currency other than the Required Currency, whether as a result of, or the enforcement of, a judgment or order of a court of any jurisdiction, in the winding-up or dissolution of the Issuer or any Guarantor or otherwise by any Holder or by the Trustee or Paying Agent or Collateral Agent, in respect of any sum expressed to be due to it from the Issuer or any Guarantor will only constitute a discharge to the Issuer or any Guarantor to the extent of the Required Currency amount which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so).

If the Required Currency amount is less than the Required Currency amount expressed to be due to the recipient or the Trustee or Paying Agent or Collateral Agents under the Notes, the Issuer and each Guarantor will indemnify such recipient and/or the Trustee or Paying Agent or Collateral Agents against any loss sustained by it as a result. In any event, the Issuer and each Guarantor will indemnify the recipient against the cost of making any such purchase. For the purposes of this currency indemnity provision, it will be prima facie evidence of the matter stated therein, for the Holder of a Note or the Trustee or Paying Agent or Collateral Agents to certify in a manner satisfactory to the Issuer (indicating the sources of information used) the loss it incurred in making any such purchase. These indemnities constitute a separate and independent obligation from the Issuer’s and each Guarantor’s other obligations, will give rise to a separate and independent cause of action, will apply irrespective of any waiver granted by any Holder of a Note or the Trustee or Paying Agent or Collateral Agents (other than a waiver of the indemnities set out herein) and will continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Note or to the Trustee or Collateral Agents. For the purposes of determining the amount in a currency other than the Required Currency, such amount shall be determined using the Exchange Rate then in effect.

Section 12.19    Waiver of Immunity

With respect to any proceeding, each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in any court of competent jurisdiction, and with respect to any judgment, each party waives any such immunity in any court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such proceeding or judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended.

ARTICLE 13

COLLATERAL

Section 13.01    Collateral Documents and Azul Cargo Collateral Documents

(a)The Notes and the Note Guarantees are Notes Secured Obligations secured by the Shared Collateral (subject to Permitted Collateral Liens), and have the right to receive payments from such Shared Collateral, including the proceeds of any enforcement of Shared Collateral, or any guarantees of any Series of Secured Debt (including the Note Guarantees), on a “second out” basis after the payment of amounts due and payable in respect of the First Priority Secured Obligations in accordance with the provisions of the Intercreditor Agreement.

(b)The Notes and the Note Guarantees are also secured by the Azul Cargo Collateral (subject to Permitted Azul Cargo Liens). At any time, the Parent Guarantor and its Subsidiaries shall be entitled to incur Azul Cargo Priority Secured Debt that is secured by Permitted Azul Cargo Financing Liens. Prior to the Azul Cargo Collateral Sharing Trigger Date, the Notes and the Note Guarantees will be secured by the Azul Cargo Collateral and shall have the right to receive payments from such Azul Cargo Collateral, including the proceeds of any enforcement of the Azul Cargo Collateral, on a “first out” basis. Following the Azul Cargo Collateral Sharing Trigger Date, the Notes and the Note Guarantees shall be secured by the Azul Cargo Collateral (subject to Permitted Azul Cargo Liens) and shall have the right to receive payments from such Azul Cargo Collateral, including the proceeds of any enforcement of the Azul Cargo Collateral, on a “second out” basis in accordance with the provisions of the Azul Cargo Intercreditor Agreement.

(c)The due and punctual payment of the interest, additional amounts, if any, principal and premium, if any, on the Notes and Note Guarantees when and as the same shall be due and payable, whether on a Payment Date, at maturity, by acceleration, repurchase, redemption, prepayment or otherwise, and interest and additional amounts, if any, on the overdue principal of and interest and additional amounts, if any, on the Notes and Note Guarantees and performance of all other Obligations of the Issuer and the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreement, Azul Cargo Intercreditor Agreement, the Collateral Documents and the Azul Cargo Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents and Azul Cargo Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the Intercreditor Agreement and Azul Cargo Intercreditor Agreement. The Trustee, the Collateral Agents, the Issuer and the Guarantors hereby acknowledge and agree that the Collateral Agents hold the Collateral in trust for the benefit of the Notes Secured Parties pursuant to the terms of the Collateral Documents, the Azul Cargo Collateral Documents, the Intercreditor Agreement and the Azul Cargo Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees to (A) the terms of the Collateral Documents and the Azul Cargo Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral), the Intercreditor Agreement and the Azul Cargo Intercreditor Agreement as each may be in effect or may be amended from time to time in accordance with their terms and this Indenture, the Intercreditor Agreement and Azul Cargo Intercreditor Agreement, and authorizes and directs the Trustee, Collateral Agents and the Collateral Agent to enter into the Collateral Documents, the Azul Cargo Collateral Documents, the Intercreditor Agreement and the Azul Cargo Intercreditor Agreement, and (B) the appointment of UMB Bank, N.A., a national banking association, as U.S. Collateral Agent, and TMF Brasil Administração e Gestão de Ativos Ltda.as Brazilian Collateral Agent under this Indenture, and authorizes and directs each of the Collateral Agents and the Trustee to perform its respective obligations and exercise its respective rights under and in accordance with the Collateral Documents, the Azul Cargo Collateral

Documents, the Intercreditor Agreement and the Azul Cargo Intercreditor Agreement to which it is a party. The Collateral Agents shall take instructions and directions from the Trustee (acting solely pursuant to the written instructions of the Holders of a majority (or such greater percentage as shall be required by this Indenture) in aggregate principal amount of the outstanding Notes) (or, where required to the Intercreditor Agreement, the Controlling Creditors)) pursuant to, and solely to the extent set forth in, this Indenture and the relevant Collateral Document or relevant Azul Cargo Collateral Document, and no implied duties and covenants shall be deemed to arise against such Collateral Agent. The Issuer and the Guarantors shall deliver to the Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents and the Azul Cargo Collateral Documents and will do or cause to be done all such acts and things as required by the next sentence of this Section 13.01, to assure and confirm to the Collateral Agents a (i) “second out” security interest in the Shared Collateral in accordance with the terms of the Intercreditor Agreement, and (ii) prior to the Azul Cargo Collateral Sharing Trigger Date, a “first out” security interest in the Azul Cargo Collateral, or, following the Azul Cargo Collateral Sharing Trigger Date, a “second out” security interest in the Azul Cargo Collateral in accordance with the terms of the Azul Cargo Intercreditor Agreement, in each case by the Collateral Documents or Azul Cargo Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed.

(d)The Obligors shall, in each case at their own expense, (A) promptly execute and deliver to the Collateral Agents such Collateral Documents and Azul Cargo Collateral Documents and take such actions to create, grant, establish, preserve and perfect the applicable Liens (subject to Permitted Collateral Liens) (including to obtain any release or termination of Liens not permitted under Section 4.13 and made all necessary filings) in favor of the applicable Collateral Agent for the benefit of the Secured Parties on such assets of the Issuer or such other Obligor, as applicable, to secure the Obligations to the extent required under the applicable Collateral Documents and Azul Cargo Collateral Documents, and to ensure that such Collateral shall be subject to no other Liens other than any Permitted Collateral Liens and (B) if reasonably requested by the Trustee or any Collateral Agent, deliver to the Trustee, for the benefit of the Trustee, the Holders of the outstanding Notes from time to time (the “Notes Secured Parties”) and the Collateral Agents, a customary written Opinion of Counsel to the Issuer or such other Obligor, as applicable, with respect to the matters described in clause (A) hereof, in each case within 20 Business Days after the addition of such Collateral.

(e)The Obligors shall, in each case at their own expense, (A) promptly execute and deliver to the Collateral Agents such Azul Cargo Collateral Documents and take such actions to create, grant, establish, preserve and perfect the applicable Liens (subject to Permitted Azul Cargo Liens) (including to obtain any release or termination of Liens not permitted under Section 4.13 and made all necessary filings) in favor of the applicable Collateral Agent for the benefit of the Notes and the Note Guarantees on such assets of the Issuer or such other Obligor, as applicable, to secure the Notes and the Note Guarantees to the extent required under the applicable Azul Cargo Collateral Documents, and to ensure that such Azul Cargo Collateral shall be subject to no other Liens other than any Permitted Azul Cargo Liens and (B) if reasonably requested by the Trustee or any Collateral Agent, deliver to the Trustee, for the benefit of the Notes Secured Parties and the Collateral Agents, a customary written Opinion of Counsel to the Issuer or such other Obligor, as applicable, with respect to the matters described in clause (A) hereof, in each case within 20 Business Days after the addition of such Azul Cargo Collateral.

(f)Subject to the Intercreditor Agreement, including the right of the First Priority Secured Debt to receive payment prior to the Holders of Notes, to the extent the Shared Collateral is not sufficient to repay all Secured Obligations, the Holders of the Notes will participate ratably with all other general creditors of Obligors based upon the respective amounts owed to each holder or creditor, in the remaining unencumbered assets of Obligors. Subject to the Azul Cargo Intercreditor Agreement, to the extent the Azul Cargo Collateral is not sufficient to repay all obligations under the Notes and the Note Guarantees, Holders of the Notes will participate with all other general creditors of Obligors, based upon the respective amounts owed to each holder or creditor, in the remaining unencumbered assets of Obligors.

Section 13.02    Non-Impairment of Liens

Any release of Collateral permitted by Section 13.03 will be deemed not to impair the Liens under this Indenture and the other Collateral Documents and Azul Cargo Collateral Documents in contravention thereof.

Section 13.03    Release of Collateral

(a)    The Liens granted to the relevant Collateral Agent by the relevant Obligors on any Shared Collateral shall be automatically and unconditionally released with respect to the Notes and the Note Guarantees:

(i)upon the sale or other disposition of such Shared Collateral (including as part of or in connection with any other sale or other disposition permitted under this Indenture) to any Person (other than an Obligor) to the extent such sale or other disposition is made in compliance with the terms of the Secured Debt Documents and the Collateral Documents (and any Collateral Agent shall, without further inquiry, rely conclusively on an Officer’s Certificate and/or Opinion of Counsel to that effect provided to it by the Issuer and other Obligor, including upon its reasonable request);

(ii)to the extent such Shared Collateral is comprised of property leased to an Issuer or another Obligor, upon termination or expiration of such lease;

(iii)if the release of such Lien is approved, authorized or ratified in writing by all Secured Debt Representatives under the Intercreditor Agreement; or

(iv)as required to effect any sale or other disposition of Shared Collateral in connection with any exercise of remedies of any Collateral Agent pursuant to the Collateral Documents.

(b)    The Permitted Azul Cargo Liens granted on any Azul Cargo Collateral shall be automatically and unconditionally released with respect to the Notes and the Note Guarantees:

(i)upon any sale or transfer of any part of the Azul Cargo Collateral that is not prohibited by the terms of any Azul Cargo Priority Secured Debt Document, provided that the proceeds arising from such sale or transfer are used for the repayment or redemption of the Azul Cargo Priority Secured Debt and/or the Notes as applicable in accordance with the Azul Cargo Intercreditor Agreement, or

(ii)upon any sale or transfer of any part of the Azul Cargo Collateral if such sale or transfer is effected as a result of any secured party, agent or representative exercising remedies against all or any part of the Azul Cargo Collateral resulting in a sale, transfer or disposition thereof, provided that (A) such Permitted Azul Cargo Lien shall attach to the proceeds of such sale or transfer and (B) the proceeds of such sale or transfer are applied in accordance with the Azul Cargo Intercreditor Agreement.

Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Issuer and the other Obligors in respect of) all interests retained by the Issuer and the other Obligors, including the proceeds of any sale, all of which shall continue to constitute part of the Shared Collateral or the Azul Cargo Collateral, as applicable, except to the extent otherwise released in accordance with the provisions of this Indenture, the Collateral Documents or the Azul Cargo Collateral Documents.

Section 13.04    Release upon Termination of the Issuer’s Obligations

Upon any discharge of Secured Obligations with respect to any Series of Secured Debt, then (i) the application of the provisions of the Intercreditor Agreement or Azul Cargo Intercreditor Agreement to such discharged Series of Secured Debt shall automatically cease, (ii) such discharged Series of Secured Debt shall automatically no longer be secured by the Liens granted in favor of the relevant Collateral Agent and (iii) the applicable Collateral Agent, at the request and sole expense of the Grantors, shall, upon its receipt of the deliverables required by the Intercreditor Agreement or the Azul Cargo Intercreditor Agreement, as applicable, execute and deliver to the Grantors all releases or other documents reasonably necessary or desirable to evidence the foregoing.

Section 13.05    Suits to Protect the Collateral

(a)Subject to the provisions of the Collateral Documents, the Azul Cargo Collateral Documents, the Intercreditor Agreement and Azul Cargo Intercreditor Agreement, the Trustee, without the consent of the Holders, on behalf of the Holders, may or may direct the Collateral Agents to take all actions it determines in order to:

(i)enforce any of the terms of the Collateral Documents and Azul Cargo Collateral Documents; and

(ii)collect and receive any and all amounts payable in respect of the Obligations hereunder.

(b)Subject to the provisions of the Collateral Documents, the Azul Cargo Collateral Documents, the Intercreditor Agreement and Azul Cargo Intercreditor Agreement, the Trustee and the Collateral Agents shall have power to institute and to maintain such suits and proceedings as the Trustee may determine to prevent any impairment of the Collateral by any acts which may be unlawful or in violation of any of the Collateral Documents, the Azul Cargo Collateral Documents or this Indenture, and such suits and proceedings as the Trustee and/or the Collateral Agent may determine to preserve or protect its interests and the interests of the Holders in the Collateral. Nothing in this Section 13.05 shall be considered to impose any such duty or obligation to act on the part of the Trustee or the Collateral Agents.

Section 13.06    Authorization of Receipt of Funds by the Trustee Under the Collateral Documents or Azul Cargo Collateral Documents

Subject to the provisions of the Collateral Documents, the Azul Cargo Collateral Documents the Intercreditor Agreement and Azul Cargo Intercreditor Agreement, the Trustee is authorized to receive any funds for the benefit of the Holders distributed under the Collateral Documents and the Azul Cargo Collateral Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture.

Section 13.07    Lien Sharing and Priority Confirmation

Each Holder hereby agrees that each Holder is bound by the provisions of the Intercreditor Agreement and Azul Cargo Intercreditor Agreement, including the provisions relating to the ranking of First Priority Secured Obligations and Azul Cargo Priority Secured Debt and the order of application of proceeds from enforcement of First Priority Secured Obligations and Azul Cargo Priority Secured Debt; and each Holder consents to the terms of the Intercreditor Agreement and Azul Cargo Intercreditor Agreement and the Collateral Agents’ performance of, and directing the Collateral Agents to enter into and perform its obligations under, the Intercreditor Agreement, Azul Cargo Intercreditor Agreement and the other Notes Documents.

Section 13.08    Limited Recourse; Non-Petition

Notwithstanding any other provision of this Indenture or any other document to which it may be a party, the obligations of each IP Party from time to time and at any time under any Series of the Notes are limited recourse obligations of such IP Party and are payable solely from the Shared Collateral thereof available at such time and amounts derived therefrom and following realization of the Shared Collateral of such IP Party, and application of the proceeds (including proceeds of assets upon which a Lien was purported to be granted) thereof in accordance with this Indenture, the other Collateral Documents and the Azul Cargo Collateral Documents, all obligations of and any remaining claims against such IP Party hereunder or in connection herewith after such realization shall be extinguished and shall not thereafter revive. No recourse shall be had against any officer, director, employee, shareholder, administrator, or incorporator of the IP Parties, their respective Affiliates or their respective successors or assigns for any amounts payable under the Notes, this Indenture, the Collateral Documents or the Azul Cargo Collateral Documents (except as otherwise provided in any such Collateral Document or Azul Cargo Collateral Document).

Notwithstanding any other provision of this Indenture, no Person may, prior to the date which is one year (or if longer, any applicable preference period) and one day after the payment in full of all Notes, institute against, or join any other Person in instituting against, any IP Party any bankruptcy, winding up, reorganization, restructuring, insolvency, moratorium or liquidation (including provisional liquidation) proceedings, or other proceedings under any Bankruptcy Laws. Nothing in this Section 13.08 shall preclude, or be deemed to estop, the parties hereto (i) from taking any action prior to the expiration of the aforementioned period in (A) any proceedings under any Bankruptcy Laws filed or commenced by any non-affiliated Person, or (ii) from commencing against any IP Party or any of their respective property any legal action which is not a bankruptcy, winding up, reorganization, restructuring, insolvency, moratorium, liquidation (including provisional liquidation) or other such proceeding. It is understood that the foregoing provisions of this Section shall not (x) prevent recourse to the assets of the IP Parties (including the Shared Collateral) or (y) constitute a waiver, release or discharge of any Indebtedness or obligation secured hereby until all assets of the IP Parties (including the Shared Collateral) have been realized. It is further understood that the foregoing provisions of this Section 13.08 shall not limit the right of any Person to name any IP Party as a party defendant in any proceeding or in the exercise of any other remedy hereunder, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against any such Persons. The provisions of this section 13.08 shall survive the termination of this Indenture.

Section 13.09    Possession of Collateral

(a)So long as the Notes of the relevant Series have not been accelerated, and otherwise subject to the terms of the Intercreditor Agreement or the Azul Cargo Intercreditor Agreement, as applicable, the Issuer and Guarantors are entitled to remain in possession and retain exclusive control over the Collateral (other than as set forth in the Collateral Documents and the Azul Cargo Collateral Documents, as applicable), and to collect, invest and dispose of any income thereon. Upon acceleration of any Series of Notes, unless such acceleration has been rescinded as provided under Section 6.04 to the extent permitted by law and following notice by the Trustee to the Issuer and the other Obligors in accordance with the Intercreditor Agreement, the Azul Cargo Intercreditor Agreement and this Indenture, the relevant Collateral Agent may (and if so instructed, shall) enforce rights and remedies against the Collateral, including foreclosing upon the Collateral or any part thereof in accordance with and subject to the terms of (i) the Collateral Documents and the Intercreditor Agreement (which may require the instruction of the Controlling Creditors in certain circumstances), and (ii) the Azul Cargo Collateral Documents and the Azul Cargo Intercreditor Agreement.

Section 13.10    Further Assurances

(a)In each case, subject to the terms, conditions and limitations of this Indenture, the Collateral Documents and the Azul Cargo Collateral Documents, the Issuer and other Obligors shall execute any and all further documents and instruments, and take all further actions, that may be required under applicable law or that any Collateral Agent may reasonably request, in order to create, grant, establish, preserve, protect and perfect the validity, perfection and priority of the Liens and security interests created or intended to be created by the Collateral Documents (including with respect to any Additional Collateral), or the Azul Cargo Collateral Documents in each case to the extent required under this Indenture, the Collateral Documents, the Azul Cargo Collateral Agreements or the Intercreditor Agreement.

(b)Promptly after the date upon which it is permissible to contribute any Specified IP, the applicable Contributing Parties and the IP Parties shall, if such Specified IP is not contributed pursuant to an existing Contribution Agreement, execute and deliver one or more Contribution Agreements together with all further documents and instruments that may be required, and take all further actions that may be required under applicable law or that the U.S. Collateral Agent may reasonably request, to contribute all of such Contributing Parties’ right, title and interest in and to such Specified IP to IP Co, and shall promptly provide the Trustee and the U.S. Collateral Agent copies of any such documents.

(c)Each of the Contributing Parties covenants and agrees to perform and comply with its obligations under the Contribution Agreements, including, without limitation, its obligation to contribute, transfer or assign later developed or acquired Contributed Intellectual Property, subject to the terms of the Contribution Agreements.

(d)In each case, subject to the terms, conditions and limitations in this Indenture, the Obligors, the Trustee and the Collateral Agents shall execute any and all further documents and instruments, and take all further actions, that may be required under applicable law or that any secured party, agent or representative in connection with any Azul Cargo Collateral may reasonably request, in order to (i) create, grant, establish, preserve, protect and perfect the validity, perfection and priority of any Liens on the Azul Cargo Collateral and security interests created or intended to be created by the Azul Cargo Collateral Documents, in accordance with the terms of the Azul Cargo Intercreditor Agreement, or (ii) implement or evidence the release of any Permitted Azul Cargo Liens.

(e)Notwithstanding any other provision of the Notes Documents, the Parent Guarantor and its Subsidiaries shall be permitted to amend the terms under which the Azul Cargo Intellectual Property is held as collateral securing the Notes, the Note Guarantees and the Azul Cargo Priority Secured Debt in a manner that would not adversely affect the Azul Cargo Intellectual Property or adversely affect the interests of the Holders (in each case as determined by the Issuer in good faith), which includes the Parent Guarantor and its Subsidiaries being permitted to amend or replace the Azul Cargo Collateral Documents under which the relevant Liens are created (including the Azul Cargo Intellectual Property Fiduciary Transfer) and which may, in connection therewith, include a series of substantially concurrent transactions whereby (i) the Liens over the Azul Cargo Intellectual Property are released, (ii) the Azul Cargo Intellectual Property is transferred to any existing or newly-formed Subsidiary of the Parent Guarantor that is incorporated or organized in Brazil, the Cayman Islands or any state of the United States, (iii) the new contribution agreements, license agreements, management agreements and other related documents are substantially consistent mutatis mutandis with the Contribution Agreements and the IP Licenses, (iv) the collateral over 100% of the equity interest of the existing or newly formed subsidiary is substantially consistent mutatis mutandis with the Equity Collateral, as applicable, (v) the collateral over rights under the new contribution agreements, license agreements, management agreements and other related documents are substantially consistent mutatis mutandis with the collateral documents governed by New York law with respect to the IP Agreements, and (vi) new collateral documents over Azul Cargo Intellectual Property and related documents are substantially consistent mutatis mutandis with the collateral documentation governed by New York or Brazilian law, as applicable, in respect of the Contributed Intellectual Property.

Section 13.11    Additional Collateral

(a)The Obligors or any Subsidiary of the Parent Guarantor (i) shall grant Liens on Additional Collateral to the extent required pursuant to the terms of this Indenture, and (ii) shall, in their sole or absolute discretion, be permitted to grant Liens on other assets of the Parent Guarantor or any of its Subsidiaries, in each case to secure the Notes and the Note Guarantees and any other Indebtedness that is secured by the Shared Collateral as permitted by Section 4.10; provided that, if a Subsidiary of the Parent Guarantor grants Liens on Additional Collateral or any of its assets, such Subsidiary shall promptly become a Guarantor and a guarantor of each other Series of Secured Debt in accordance with the terms of the applicable Secured Debt Document. If the Obligors grant any Additional Collateral (other than Non-Shared Collateral) to secure such other Indebtedness that is secured by the Shared Collateral, such Additional Collateral shall also secure the Notes and the Note Guarantees on the same basis as the Shared Collateral securing the Notes and the Note Guarantees on the Closing Date pursuant to the terms of the Intercreditor Agreement.

(b)If the Parent Guarantor or any of its Subsidiaries creates or permits to subsist any intercompany Indebtedness between (i) the Parent Guarantor and any of its Subsidiaries that is not an Obligor, or (ii) between Subsidiaries of the Parent Guarantor where one such Subsidiary is not an Obligor, under which, in respect of any such Indebtedness (taken individually) is of an aggregate principal amount in excess of US$20.0 million, then the Parent Guarantor or the relevant Subsidiary shall be required to grant promptly, and in any event within 30 calendar days, a Lien over the receivables under such intercompany Indebtedness (“Additional Intercompany Indebtedness Collateral”).

Section 13.12    Additional Collateral in Connection with a Permitted Acquisition Loyalty Program or a Permitted Acquisition Travel Package Business

(a)The Obligors shall be required to grant Additional Collateral to secure the Notes and the Note Guarantees and any other Indebtedness that is secured by the Shared Collateral as permitted by Section 4.10 in connection with a Permitted Acquisition Loyalty Program or a Permitted Acquisition Travel Package Business as provided in this Section 13.12.

(b)Prior to, or no later than 120 days following, the consummation of the merger or other acquisition transaction by the Parent Guarantor or any of its Subsidiaries (other than an IP Party) of a Specified Acquisition Entity (the “Permitted Acquisition Closing Date”), the Parent Guarantor shall determine whether or not to terminate the Permitted Acquisition Loyalty Program or Permitted Acquisition Travel Package Business, as applicable. If the Parent Guarantor determines not to terminate such Permitted Acquisition Loyalty Program or Permitted Acquisition Travel Package Business, as applicable, then, no later than 180 days following the Permitted Acquisition Closing Date, the Parent Guarantor and its Subsidiaries shall be required to either:

(i) merge, consolidate or otherwise integrate the business of such Permitted Acquisition Loyalty Program into the TudoAzul Program, or merge, consolidate or otherwise integrate the business of such Permitted Acquisition Travel Package Business into the Azul Viagens Business, as the case may be; or

(ii) in the case of (x) a Permitted Acquisition Loyalty Program, grant a Loyalty Program Lien with respect thereto, or (y) a Permitted Acquisition Travel Package Business, grant a Travel Package Business Lien with respect thereto, in each case, subject to Third-Party Rights and other Permitted Collateral Liens.

(c)Notwithstanding the foregoing, the Parent Guarantor and its Subsidiaries will not be required to comply with the requirements set forth in Section 13.12(b) above to the extent that any applicable Governmental Authority does not provide an approval required for the granting of the applicable Loyalty Program Lien or Travel Package Business Lien; provided that the Parent Guarantor or its applicable Subsidiary has used commercially reasonable efforts to obtain such approval. In addition, the amount of the Secured Obligations secured by the aforementioned Additional Collateral shall be limited to the maximum amount that would not (x) render the obligations of the Parent Guarantor or any of its Subsidiaries subject to avoidance under applicable law, including applicable fraudulent conveyance or similar laws, or (y) result in a breach or violation of any then-existing agreement to which the Parent Guarantor or any of its Subsidiaries is party, or any then-existing agreement related to the Permitted Acquisition Loyalty Program or Permitted Acquisition Travel Package Business, as applicable, in each case that was not entered into in contemplation of such merger or acquisition.

(d)Following the 120 day period described in in Section 13.12(b) (if the Parent Guarantor determines to terminate the Permitted Acquisition Loyalty Program or Permitted Acquisition Travel Package Business, as applicable) or the 180 day period described in in Section 13.12(b) (if the Parent Guarantor determines not to terminate the Permitted Acquisition Loyalty Program or Permitted Acquisition Travel Package Business, as applicable), the applicable acquired Loyalty Program or Travel Package Business shall cease to be considered a “Permitted Acquisition Loyalty Program” or “Permitted Acquisition Travel Package Business”, respectively.

(e)Following any such merger, consolidation or integration contemplated by Section 13.12(b)(i), or any Loyalty Program Lien with respect to a Permitted Acquisition Loyalty Program or Travel Package Business Lien with respect to a Permitted Acquisition Travel Package Business contemplated by Section 13.12(b)(ii), as applicable, the TudoAzul Receivables Coverage Covenant or the Azul Viagens Receivables Coverage Covenant, as applicable, would apply to the enlarged TudoAzul Program or Azul Viagens Business, as applicable, and the relevant additional Intellectual Property would, subject to the terms and conditions of the Contribution Agreements, constitute Contributed Intellectual Property and be subject to the requirements of the Collateral Documents in respect of after-acquired Intellectual Property.

Section 13.13    Azul Cargo Intercreditor Agreement

(a)As a condition to the Notes and the Note Guarantees continuing to be secured by the Azul Cargo Collateral following the Azul Cargo Collateral Sharing Trigger Date, and as a condition to the incurrence of Azul Cargo Priority Secured Debt, no later than the Azul Cargo Collateral Sharing Trigger Date, the Trustee, as representative of the Holders, and the Collateral Agents shall become a party to the Azul Cargo Intercreditor Agreement.

(b)Following the Closing Date but prior to the Azul Cargo Collateral Sharing Trigger Date, the form of the Azul Cargo Intercreditor Agreement shall be negotiated with the holders of, and representatives for, the first Series of Azul Cargo Priority Secured Debt and modified as compared to the form in Exhibit E, but the Trustee and Collateral Agents shall not be obligated to sign any such agreement unless such agreement is reasonably satisfactory to the Trustee and the Collateral Agents. The Azul Cargo Intercreditor Agreement shall include the terms set out in paragraphs (d)(i) to (d)(vi) below and shall otherwise be on terms that are not materially adverse to the security interests or rights and remedies of the Notes (as determined by the Parent Guarantor in good faith), it being acknowledged and agreed that the Azul Cargo Collateral shall secure the Notes and the Note Guarantees on a “second out” basis pursuant to the terms of the Azul Cargo Intercreditor Agreement and shall have the right to receive payments from the Azul Cargo Collateral, including the proceeds of any enforcement of such Azul Cargo Collateral, on a “second out” basis after any payments from the Azul Cargo Collateral, including the proceeds of any enforcement of such Azul Cargo Collateral, payable in respect of the Azul Cargo Priority Secured Debt in accordance with the terms of the Azul Cargo Intercreditor Agreement and, accordingly, any provisions in the Azul Cargo Intercreditor Agreement that are consistent therewith shall be deemed not to be materially adverse to the security interests or rights and remedies of the Notes.

(c)On the date of execution of the Azul Cargo Intercreditor Agreement, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the Azul Cargo Intercreditor Agreement has been executed and that the provisions of the Azul Cargo Intercreditor Agreement comply with the requirements set forth in this Indenture.

(d)The Azul Cargo Intercreditor Agreement will provide, among other things:

(i)That the Azul Cargo Collateral shall secure the Notes and the Note Guarantees on a “second out” basis pursuant to the terms of the Azul Cargo Intercreditor Agreement and shall have the right to receive payments from the Azul Cargo Collateral, including the proceeds of any enforcement of such Azul Cargo Collateral, on a “second out” basis after any payments from the Azul Cargo Collateral, including the proceeds of any enforcement of such Azul Cargo Collateral, payable in respect of the Azul Cargo Priority Secured Debt in accordance with the terms of the Azul Cargo Intercreditor Agreement;

(ii)That (i) each Series of Azul Cargo Priority Secured Debt shall be secured by Azul Cargo Collateral that secures the relevant Series of Azul Cargo Priority Secured Debt on a “first out” basis pursuant to the terms of the Azul Cargo Intercreditor Agreement (it being noted that not all Series of Azul Cargo Priority Secured Debt need to be secured by the same Azul Cargo Collateral) and will have the right to receive payments from the Azul Cargo Collateral, including the proceeds of any enforcement of such Azul Cargo Collateral, on a “first out” basis prior to any payments from the Azul Cargo Collateral, including the proceeds of any enforcement of such Azul Cargo Collateral, payable in respect of the Notes and the Note Guarantees in accordance with the terms of the Azul Cargo Intercreditor Agreement; and (ii) the obligors under such Azul Cargo Priority Secured Debt shall be permitted to establish relative priorities of payment within different Series of Azul Cargo Priority Secured Debt, subject to the consent of the holders of such Azul Cargo Priority Secured Debt.

(iii)The payment waterfalls determining the order of priority for payments to be made in respect of the Azul Cargo Priority Secured Debt and the Notes in connection with the right to receive payments from the Azul Cargo Collateral, including the proceeds of any enforcement of such Azul Cargo Collateral. For the avoidance of doubt, prior to the Azul Cargo Collateral Sharing Trigger Date, the only Indebtedness secured by the Azul Cargo Collateral shall be the Notes and the Note Guarantees and, accordingly, any right to receive payments from the Azul Cargo Collateral, including the proceeds of any enforcement of such Azul Cargo Collateral, shall be subject to the provisions of this Indenture.

(iv)A standstill period (the “Azul Cargo Collateral Standstill”) consistent with the standstill period of the Notes Secured Parties under the Intercreditor Agreement. No Holder of Notes or the Trustee or any Collateral Agent will have the right to take any enforcement action with respect to the Azul Cargo Collateral until the earlier of (i) the discharge of all Azul Cargo Priority Secured Debt and (ii) the expiration of the Azul Cargo Collateral Standstill, at which point the Trustee (acting at the direction of the Majority Noteholders) may direct enforcement actions on the Azul Cargo Collateral. Notwithstanding the Azul Cargo Collateral Standstill, to the extent applicable, the Notes Secured Parties shall have substantially the same rights, mutatis mutandis, with respect to the Azul Cargo Collateral as the Notes Secured Parties have with respect to the Shared Collateral prior to the Majority Notes Collateral Enforcement Date.

(v)That any Azul Cargo Priority Secured Debt Document (other than the Azul Cargo Intercreditor Agreement) or any Permitted Azul Cargo Lien may be amended, restated, amended and restated, supplemented or otherwise modified, and the Azul Cargo Priority Secured Debt may be refinanced, extended, renewed, increased, restructured, replaced or exchanged, in each case without the consent of the Trustee, the Collateral Agents or the Holders; provided, that, unless the relevant Series of Azul Cargo Priority Secured Debt ceases to constitute Azul Cargo Priority Secured Debt, (i) the Azul Cargo Priority Secured Debt is permitted under this Indenture, (ii) a representative of the holders of any refinancing debt shall become a party to the Azul Cargo Intercreditor Agreement, and (iii) any Liens created or amended shall constitute Permitted Azul Cargo Financing Liens.

(vi)That the Azul Cargo Intercreditor Agreement will be a “subordination agreement” under Section 510(a) of the Bankruptcy Code and all parties thereto will acknowledge that the Azul Cargo Intercreditor Agreement shall remain in effect following any bankruptcy or insolvency of any Obligor.

[Signature pages follow]

EXECUTED AS A DEED ON BEHALF OF:
AZUL SECURED FINANCE LLP
By:	Azul Linhas Aéreas Brasileiras S.A.,
	as Managing Partner
By:	/s/ Raphael Linares Felippe
	Name:	Raphael Linares Felippe
	Title:	Attorney-in-Fact
AZUL S.A.
By:	/s/ Thais Vieira Haberli
	Name:	Thais Vieira Haberli
	Title:	Attorney-in-Fact
AZUL LINHAS AÉREAS BRASILEIRAS S.A.
By:	/s/ Raphael Linares Felippe
	Name:	Raphael Linares Felippe
	Title:	Attorney-in-Fact
INTELAZUL S.A.
By:	/s/ Raphael Linares Felippe
	Name:	Raphael Linares Felippe
	Title:	Attorney-in-Fact
ATS VIAGENS E TURISMO LTDA
---	---	---
By:	/s/ Thais Vieira Haberli
	Name:	Thais Vieira Haberli
	Title:	Attorney-in-Fact
AZUL IP CAYMAN HOLDCO LTD.
By:	/s/ Alexandre Wagner Malfitani
	Name:	Alexandre Wagner Malfitani
	Title:	Director
AZUL IP CAYMAN LTD.
By:	/s/ Alexandre Wagner Malfitani
	Name:	Alexandre Wagner Malfitani
	Title:	Director		Witnessed by:
---	---	---
By:	/s/ Raphael Linares Felippe
	Name:	Raphael Linares Felippe
Witnessed by:
By:	/s/ Thais Vieira Haberli
	Name:	Thais Vieira Haberli
TMF BRASIL ADMINISTRAÇÃO E GESTÃO DE ATIVOS LTDA.,
---	---	---
as Brazilian Collateral Agent
By:	/s/ Karen Fernandes
	Name:	Karen Fernandes
	Title:	Managing Director
UMB BANK, N.A.,
---	---	---
as Trustee and U.S. Collateral Agent, Registrar, Paying Agent and Transfer Agent
By:	/s/ Israel Lugo
	Name:	Israel Lugo
	Title:	Vice President

EXHIBIT A

[Face of Note]

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture]

A-1

CUSIP [               ]

ISIN [              ]1

[[RULE 144A][REGULATION S] GLOBAL NOTE

representing up to

US$______________]

[11.500/10.875]% Senior Secured Second Out Notes due 20[29/30]

No. ___     [US$______________]

AZUL SECURED FINANCE LLP

promises to pay to CEDE & CO. or registered assigns, the principal sum of US$ [_____] (___________________________________________ United States Dollars) (as revised by the Schedule of Increases or Decreases in the Global Note attached hereto) on May 28, 20[29/30].

Payment Dates: February 28, May 28, August 28 and November 28 of each year commencing on August 28, 2023, or if such day is not a Business Day, the next succeeding Business Day

Record Dates: Each Business Day immediately preceding each Payment Date

1    Rule 144A Notes CUSIP: 05501WAA0 (2029), 05501WAB8 (2030)

Rule 144A Notes ISIN: US05501WAA09 (2029), US05501WAB81 (2030)

Regulation S Notes CUSIP: U0551YAA3 (2029), U0551YAB1 (2030)

Regulation S Notes ISIN: USU0551YAA39 (2029), USU0551YAB12 (2030)

A-2

IN WITNESS HEREOF, the Issuer has caused this instrument to be duly executed.

Dated:
	AZUL SECURED FINANCE LLP
	By:	Azul Linhas Aéreas Brasileiras S.A., as Managing Partner
	By:
	Name:
	Title:

[Signature Page to [Rule 144A][Reg. S] Global Note S-1]

A-3

	This is one of the Notes referred to in the within-mentioned Indenture:
	UMB BANK, NATIONAL ASSOCIATION,
	Trustee and U.S. Collateral Agent, Registrar, Paying Agent and Transfer Agent
Dated:
	By:
		Authorized Signatory

[Signature Page to [Rule 144A][Reg. S] Global Note S-1]

A-4

[Back of Note]

[11.500/10.875]% Senior Secured Second Out Notes due 20[29/30]

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1.    INTEREST AND PRINCIPAL. The Issuer promises to pay the outstanding principal amount on the Notes in full on May 28, 20[29/30]. The Notes will bear interest at a rate of [11.500/10.875]% per annum on the outstanding principal amount thereof, provided that [(i)] if the LTV Ratio (as defined in the Indenture) exceeds 62.50%, the interest rate on the Notes for each subsequent interest period will increase by 2.000% until such time as the LTV Ratio does not exceed 62.5%[, and (ii) if the Repurchase Offer Step-up Amount (as defined in the Indenture) applies, the rate of interest on the Notes shall increase by 2.000% with effect from the date that the Repurchase Offer Step-up Amount applies until the date that the Repurchase Offer Step-up Amount ceases to apply, in each case]1 pursuant to the terms of the Indenture. Interest on the Notes is payable quarterly in arrears on each Payment Date and will accrue from and including the most recent date to which interest has been paid or, if no interest has been paid, from and including the date of issuance, to but excluding such Payment Date, calculated on the basis of a 360-day year composed of twelve 30-day months. Interest will also be paid on each prepayment date, redemption date or repurchase date, as the case may be, as provided in the Indenture on the amount of principal so paid for the period from and including the most recent date to which interest has been paid or, if no interest has been paid, from and including the date of issuance to but excluding such date of payment.

2.    METHOD OF PAYMENT. The Issuer will pay interest, additional amounts, if any, principal and premium, if any, on the Notes to the Persons who are registered Holders of Notes at the close of business on the Business Day immediately preceding the Payment Date, even if such Notes are canceled after such record date and on or before such Payment Date, except as provided in Section 2.14 of the Base Indenture with respect to defaulted interest. Payment of interest and additional amounts, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders, provided, that payment by wire transfer of immediately available funds will be required with respect to interest, additional amounts, if any, principal and premium, if any, on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Issuer or the Paying Agent. U.S. Dollars are the sole currency of account and payment for all sums payable by the Issuer or any Guarantor under or in connection with the Notes, the Indenture and the Guarantees.

3.    PAYING AGENT AND REGISTRAR. Initially, UMB Bank, National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Issuer may change any Paying Agent or Registrar without notice to the Holders. The Issuer may act in any such capacity.

1    Applicable only to the 2029 Notes.

A-5

4.    INDENTURE. The Issuer issued the Notes under an Indenture, dated as of [▪], 2023 (the “Base Indenture”), as supplemented by the first supplemental indenture to the Base Indenture dated as of [▪], 2023 (the “First Supplemental Indenture”) and the second supplemental indenture to the Base Indenture dated as of [▪], 2023 (the “Second Supplemental Indenture” and, together with the Base Indenture and the First Supplemental Indenture, the “Indenture”), among the Issuer, the Guarantors, UMB Bank, National Association, as Trustee and U.S. Collateral Agent, Registrar, Paying Agent and Transfer Agent, and TMF Brasil Administração e Gestão de Ativos Ltda., as Brazilian Collateral Agent. This Note is one of a duly authorized issue of Notes of the Issuer designated as its [11.500/10.875]% Senior Secured Second Out Notes due 20[29/30]. The Issuer shall be entitled to issue Additional Notes pursuant to Section 2.03 and Section 4.10 of the Base Indenture. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

5.    REDEMPTION, PREPAYMENT AND REPURCHASE. The Notes may be redeemed at the option of the Issuer and may be the subject of a Mandatory Prepayment Event, a Parent Change of Control Offer[,][or] a Mandatory Repurchase Offer[ or a 2029 Notes Repurchase Offer]2, as further provided in the Indenture. Except as provided in the Indenture, the Issuer shall not be required to make any mandatory prepayments, redemptions, repurchases or sinking fund payments with respect to the Notes.

6.    DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in minimum denominations of US$175,000 and integral multiples of US$1.00 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuer need not exchange or register the transfer of any Note or portion of a Note selected for prepayment, redemption or tendered (and not withdrawn) for repurchase in connection with a Mandatory Prepayment Event, a Parent Change of Control Offer, a Mandatory Repurchase Offer, [a 2029 Notes Repurchase Offer]3 or other tender offer, respectively, in whole or in part, except for the unredeemed portion of any Note being redeemed in part.

7.    PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes.

8.    AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture, the Guarantees or the Notes may be amended or supplemented as provided in the Indenture.

2    Applicable only to 2029 Notes.

3    Applicable only to 2029 Notes.

A-6

9.    DEFAULTS AND REMEDIES. The Events of Default relating to the Notes are defined in Section 6.02 of the Base Indenture. Upon the occurrence of an Event of Default, the rights and obligations of the Issuer, the Guarantors, the Trustee and the Holders shall be set forth in the applicable provisions of the Indenture.

10.    AUTHENTICATION. This Note shall not be entitled to any benefit under the Indenture or be valid for any purpose until authenticated by the manual signature of the Trustee or an authenticating agent.

11.    LIMITED RECOURSE AND NON-PETITION. The provisions of Section 13.08 of the Base Indenture are incorporated herein mutatis mutandis.

12.    GOVERNING LAW. THE INDENTURE, THE NOTES AND THE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

13.    NOTICES. Any notice or communication shall be in writing and delivered in person or mailed by first-class mail (registered or certified, return receipt requested), fax or other electronic transmission or overnight air courier guaranteeing next day delivery addressed as follows:

If to the Issuer and/or any Guarantor:
Edifício Jatobá, 8th floor, Castelo Branco Office Park
Avenida Marcos Penteado de Ulhôa Rodrigues, 939
Tamboré, Barueri, São Paulo, SP, 06460-040, Brazil
Fax: +55 11 4134-9890
Attention: Raphael Linares Felippe
Email: raphael.linares@voeazul.com.br
in respect of IP Co and IP HoldCo, with a copy (which shall not constitute notice) to:
c/o the offices of Maples Corporate Services Limited
PO Box 309, Ugland House
Grand Cayman, KY1-1104
Cayman Islands
Attention: The Directors
Email: cayman@maples.com

A-7

and
c/o the offices of Walkers Fiduciary Limited
190 Elgin Avenue
George Town
Grand Cayman KY1-9008
Cayman Islands
Attention: The Directors
Email: fiduciary@walkersglobal.com
If to the Trustee or the U.S. Collateral Agent:
UMB Bank, National Association
5910 N Central Expressway, Suite 1900
Dallas, Texas 75206
United States of America
Attention: Corporate Trust & Escrow Services
Email: Israel.Lugo@umb.com
If to the Brazilian Collateral Agent:
TMF Brasil Administração a Gestão de Ativos Ltda.
Avenida Marcos Penteado de Ulhoa Rodrigues, 939
Tower I, 10th floor, room 3, Jacarandá Building 05422-001
Brazil
Telephone: +55 11 3411-0602<br>Email: leone.azevedo@tmf-group.com; lesli.gonzalez@tmf-group.com; wagner.castilho@tmf-group.com; diogo.malheiros@tmf-group.com; <br>CTS.Brazil@tmf-group.com
Attention: Leone Azevedo; Lesli Gonzalez; Wagner Castilho; Diogo Malheiros; Corporate Trust Services

The Issuer, any Guarantor, the Trustee or the Collateral Agents, by notice to the others, may designate additional or different addresses for subsequent notices or communications.

Any notice or communication mailed to a Holder shall be mailed to the Holder at the Holder’s address as it appears on the registration books of the Registrar and shall be sufficiently given if so mailed within the time prescribed.

A-8

Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it.

Notwithstanding any other provision of the Indenture or this Note, where the Indenture or this Note provides for notice of any event (including any notice of redemption or purchase) to a Holder of a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Notes Depositary pursuant to the standing instructions from the Notes Depositary.

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

The Trustee agrees to accept and act upon instructions or directions pursuant to the Indenture sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods. If the Issuer, any Guarantor or any Holder elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding if such instructions conflict or are inconsistent with a subsequent written instruction. The party providing electronic instructions agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.

A-9

ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:
	(Insert assignee’s legal name)
(Insert assignee’s soc. sec. or tax I.D. no.)
(Print or type assignee’s name, address and zip code)
and irrevocably appoint
to transfer this Note on the books of the Issuer. The agent may substitute another to act for him.			Date:
---	---	---
	Your Signature:
		(Sign exactly as your name appears on the face of this Note)
Signature Guarantee:*				*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).
---	---

A-10

OPTION OF HOLDER TO ELECT PURCHASE

[If you want to elect to have this Note purchased by the Issuer pursuant to Section 3.09 or Section 4.35 of the Base Indenture, check the appropriate box below:

[ ] Section 3.09        [ ] Section 4.35

If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 3.09 or Section 4.35 of the Base Indenture, state the amount you elect to have purchased:]4

[If you want to elect to have this Note purchased by the Issuer pursuant to Section 3.09 of the Base Indenture, Section 4.35 of the Base Indenture, or Section 4.03 of the First Supplemental Indenture, check the appropriate box below:

[ ] Section 3.09 of the Base Indenture

[ ] Section 4.35 of the Base Indenture

[ ] Section 4.03 of the First Supplemental Indenture

If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 3.09 of the Base Indenture, Section 4.35 of the Base Indenture, or Section 4.03 of the First Supplemental Indenture, state the amount you elect to have purchased:]5

	US
Date:
		(Sign exactly as your name appears on the face of this Note)
Signature Guarantee:*

All values are in US Dollars.

*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

4    Applicable to the 2030 Notes.

5    Applicable to the 2029 Notes.

A-11

SCHEDULE OF INCREASES OR DECREASES IN THE GLOBAL NOTE

The initial outstanding principal amount of this Global Note is US$__________. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note, or cancellations of principal amount of Notes represented hereby, have been made:

Date of Exchange	Amount of decrease<br>in Principal Amount	Amount of increase<br>in Principal<br>Amount of this<br>Global Note	Principal Amount of<br>this Global Note<br>following such<br>decrease or increase	Signature of<br>authorized officer<br>of Trustee or <br>Note Custodian

A-12

EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

Azul S.A.

Edifício Jatobá, 8th floor, Castelo Branco Office Park

Avenida Marcos Penteado de Ulhôa Rodrigues, 939

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

With a copy to:

UMB Bank, N.A.

[⦁]

Re: Azul Secured Finance LLP

Reference is hereby made to the Indenture, dated as of July 14, 2023 (the “Indenture”), among Azul Secured Finance LLP, the Guarantors named therein, the Trustee and the Collateral Agents. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

_______________ (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of US$___________ in such Note[s] or interests (the “Transfer”), to _______________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1.    [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN A 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States.

B-1

2.    [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Indenture and the Securities Act.

3.    [ ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

(a)    [ ] such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;

or

(b)    [ ] such Transfer is being effected to the Issuer or a subsidiary thereof;

or

(c)    [ ] such Transfer is being effected pursuant to an effective registration statement under the Securities Act and, if applicable, in compliance with the prospectus delivery requirements of the Securities Act.

B-2

4.    [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

(a)    [ ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(b)    [ ] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(c)    [ ] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

B-3

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer.

	[Insert Name of Transferor]
	By:
	Name:
	Title:
Date:

B-4

ANNEX A TO CERTIFICATE OF TRANSFER

1.    The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

(a)    [ ] a beneficial interest in the:

(i)    [ ] 144A Global Note (CUSIP [ ]), or

(ii)    [ ] Regulation S Global Note (CUSIP [ ]), or

(b)    [ ] a Restricted Definitive Note.

2.    After the Transfer the Transferee will hold:

[CHECK ONE]

(a)    [ ] a beneficial interest in the:

(i)    [ ] 144A Global Note (CUSIP [ ]), or

(ii)    [ ] Regulation S Global Note (CUSIP [ ]), or

(iii)    [ ] Unrestricted Global Note (CUSIP [ ]); or

(b)    [ ] a Restricted Definitive Note; or

(c)    [ ] an Unrestricted Definitive Note, in accordance with the terms of the Indenture.

B-5

EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

Azul S.A.

Edifício Jatobá, 8th floor, Castelo Branco Office Park

Avenida Marcos Penteado de Ulhôa Rodrigues, 939

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

With a copy to:

UMB Bank, N.A.

[⦁]

Re: Azul Secured Finance LLP

Reference is hereby made to the Indenture, dated as of July 14, 2023 (the “Indenture”), Azul Secured Finance LLP, Azul S.A., as the Parent Guarantor, the Guarantors named therein, the Trustee and the Collateral Agents. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

___________ (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of US$__________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

1)    EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE

a)    [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

C-1

b)    [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

c)    [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

d)    [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

C-2

2)    EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES

a)    [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

b)    [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] [ ] 144A Global Note [ ] Regulation S Global Note, with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer.

	[Insert Name of Transferor]
	By:
	Name:
	Title:
Date:

C-3

[EXHIBIT D]

[Form of Intercreditor Agreement]

D-1

EXHIBIT E

[Form of Azul Cargo Intercreditor Agreement]

E-1

SCHEDULE 1.01(a)

Schedule 1.01(a)-1

Document

Exhibit 2.7

FIRST SUPPLEMENTAL INDENTURE

Dated as of July 14, 2023

Among

AZUL SECURED FINANCE LLP

as Issuer

AZUL S.A.

as Parent Guarantor

AZUL LINHAS AÉREAS BRASILEIRAS S.A.

INTELAZUL S.A.

ATS VIAGENS E TURISMO LTDA.

AZUL IP CAYMAN HOLDCO LTD.

AZUL IP CAYMAN LTD.

as Guarantors

UMB BANK, N.A.,

as Trustee, Paying Agent, Transfer Agent and U.S. Collateral Agent

and

TMF BRASIL ADMINISTRAÇÃO E GESTÃO DE ATIVOS LTDA.

as Brazilian Collateral Agent

11.500% Senior Secured Second Out Notes due 2029

TABLE OF CONTENTS

		Page
ARTICLE1<br><br>CERTAIN DEFINITIONS		2
ARTICLE2<br><br>SCOPE OF SUPPLEMENTAL INDENTURE; GENERAL		4
ARTICLE3<br><br>[RESERVED]		5
ARTICLE4<br><br>REDEMPTION		5
Section 4.01.	Redemption at the Option of the Issuer with a Make-Whole Premium	5
Section 4.02.	Redemption at the Option of the Issuer without a Make-Whole Premium	6
Section 4.03.	Mandatory Repurchase Offer	6
ARTICLE5<br><br>MISCELLANEOUS		7
Section 5.01.	Governing Laws; Waiver of Jury Trial	7
Section 5.02.	No Adverse Interpretation of Other Agreements	8
Section 5.03.	Successors and Assigns	8
Section 5.04.	Severability	8
Section 5.05.	Table of Contents, Headings, Etc	8
Section 5.06.	Counterparts	8
Section 5.07.	Confirmation of Indenture	9
Section 5.08.	Trustee Disclaimer	9
Section 5.09.	Waiver of Immunity	9
Section 5.10.	Limited Recourse; Non-Petition	9
EXHIBIT A Form of 2029 Notes		A-1

i

SUPPLEMENTAL INDENTURE dated as of July 14, 2023 (this “Supplemental Indenture”), to the Indenture dated as of July 14, 2023 (the “Base Indenture” and, together with the Supplemental Indenture, the “Indenture”), by and between Azul Secured Finance LLP, a limited liability partnership formed under the laws of the State of Delaware (the “Issuer”), Azul S.A., a Brazilian corporation (sociedade por ações) (“Azul”), as the parent guarantor (the “Parent Guarantor”), Azul Linhas Aéreas Brasileiras S.A., a Brazilian corporation (sociedade por ações) (“Azul Linhas”), IntelAzul S.A., a Brazilian corporation (sociedade por ações) (“IntelAzul”), ATS Viagens e Turismo Ltda. a Brazilian limited liability company (sociedade limitada) (“Azul Viagens”), Azul IP Cayman Holdco Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands, with its registered office at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands and registration number 400853 (“IP HoldCo”), Azul IP Cayman Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands, with its registered office at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands and registration number 400854 (“IP Co”, together with IP HoldCo, the “IP Parties” and the IP Parties together with the Parent Guarantor, Azul Linhas, IntelAzul and Azul Viagens, the “Guarantors”) and UMB Bank, N.A., a national banking association, as Trustee (“Trustee”), U.S. Collateral Agent (“U.S. Collateral Agent”), Registrar, Paying Agent and Transfer Agent, and TMF Brasil Administração e Gestão de Ativos Ltda., as Brazilian collateral agent (the “Brazilian Collateral Agent” and, together with the U.S. Collateral Agent, the “Collateral Agents”).

Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders (as defined herein):

WHEREAS, the Issuer, the Guarantors, the Collateral Agents and the Trustee have duly authorized the execution and delivery of the Base Indenture to provide for the issuance from time to time of the Issuer’s Notes to be issued in one or more Series as provided in the Base Indenture;

WHEREAS, the Issuer and Guarantors desire and have requested the Trustee and Collateral Agents to join in the execution and delivery of this Supplemental Indenture in order to establish and provide for the issuance by the Issuer of a Series of Notes designated as its 11.500% Senior Secured Second Out Notes due 2029 (the “2029 Notes”), substantially in the form attached hereto as Exhibit A, on the terms set forth herein;

WHEREAS, Section 2.01 of the Base Indenture provides that a supplemental indenture may be entered into by the Issuer, the Guarantors, the Trustee and the Collateral Agents for such purpose, without the consent of Holders, provided certain conditions are met;

WHEREAS, the conditions set forth in the Base Indenture for the execution and delivery of this Supplemental Indenture have been complied with; and

WHEREAS, all things necessary to make this Supplemental Indenture a valid agreement of the Issuer, the Guarantors, the Collateral Agents and the Trustee, in accordance with its terms, and a valid amendment of, and supplement to, the Base Indenture have been done;

NOW, THEREFORE:

In consideration of the premises and the purchase and acceptance of the 2029 Notes by the Holders thereof, the Issuer covenants and agrees with the Trustee, for the equal and ratable benefit of the Holders, that the Base Indenture is supplemented and amended, to the extent expressed herein, as follows:

ARTICLE 1

CERTAIN DEFINITIONS

The following terms have the meanings set forth below in this Supplemental Indenture. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Base Indenture. To the extent terms defined herein differ from the Base Indenture the terms defined herein will govern.

“2029 Notes” has the meaning provided in the Recitals.

“2029 Notes Initial Call Date” means May 28, 2025.

“Indenture” has the meaning provided in the Preamble.

“Issuer” has the meaning provided in the Base Indenture.

“Paying Agent” means UMB Bank, N.A., a national banking association, or any successor paying agent.

“Redemption Date” means, with respect to the 2029 Notes, the date fixed for such redemption by or pursuant to this Supplemental Indenture.

“Registrar” means UMB Bank, N.A., a national banking association, or any successor registrar of the 2029 Notes.

“Supplemental Indenture” has the meaning provided in the Preamble.

“Treasury Rate” means, with respect to any Redemption Date, the yield determined by the Issuer in accordance with the following two paragraphs:

(1)The Treasury Rate shall be determined by the Issuer after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the Redemption Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading). In determining the Treasury Rate, the Issuer shall select, as applicable: (1) the yield for the Treasury constant maturity

on H.15 exactly equal to the period from the Redemption Date to the 2029 Notes Initial Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the 2029 Notes Initial Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption Date.

(2)If on the third Business Day preceding the Redemption Date H.15 or any successor designation or publication is no longer published, the Issuer shall calculate the Treasury Rate based on the rate per annum equal to the quarterly equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such Redemption Date of the United States Treasury security maturing on, or with a maturity that is closest to, the 2029 Notes Initial Call Date. If there is no United States Treasury security maturing on the 2029 Notes Initial Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the 2029 Notes Initial Call Date, one with a maturity date preceding the 2029 Notes Initial Call Date and one with a maturity date following the 2029 Notes Initial Call Date, the Issuer shall select the United States Treasury security with a maturity date preceding the 2029 Notes Initial Call Date. If there are two or more United States Treasury securities maturing on the 2029 Notes Initial Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Issuer shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semiannual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

The Issuer’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. The Trustee shall have no obligation to calculate or verify any calculation of the redemption price.

“Trustee” has the meaning provided in the Preamble.

ARTICLE 2

SCOPE OF SUPPLEMENTAL INDENTURE; GENERAL

The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the 2029 Notes and shall not apply to any other Notes that may be issued under the Base Indenture unless a supplemental indenture with respect to such other Notes specifically incorporates such changes, modifications and supplements.

(a)Pursuant to this Supplemental Indenture, there is hereby created and designated one Series of Notes under the Base Indenture entitled the “11.500% Senior Secured Second Out Notes due 2029”.

(b)The 2029 Notes shall be in the form of Exhibit A hereto (the “Specimen 2029 Note”), which is hereby incorporated into this Supplemental Indenture by reference. The terms of the 2029 Notes shall be as follows:

(i)The 2029 Notes are to be issued initially in an aggregate principal amount of US$294,215,000; provided however, that the aggregate principal amount of the 2029 Notes which may be outstanding may be increased by the Issuer upon the terms and subject to the conditions set forth in the Indenture and the 2029 Notes.

(ii)The 2029 Notes will mature on May 28, 2029.

(iii)The 2029 Notes will bear interest at a rate of 11.500% per annum.

(iv)The date from which interest shall accrue, the Notes Interest Payment Date and the regular record date for the interest payable on any payment date will be as set forth in the Specimen 2029 Note.

(v)Principal and interest on the 2029 Notes are payable at the Corporate Trust Office, except as otherwise provided in the Specimen 2029 Note.

(vi)The 2029 Notes shall be redeemable at the redemption prices and on the terms set forth in Article 4 of this Supplemental Indenture. Except as otherwise provided in Article 4 of this Supplemental Indenture, redemption of the 2029 Notes shall be made in accordance with the terms of Article 3 of the Base Indenture.

(vii)The 2029 Notes will not be subject to any sinking fund.

(viii)The 2029 Notes are issuable in denominations of US$175,000 and integral multiples of US$1.00 in excess thereof.

(ix)The 2029 Notes are to be issued initially as Global Notes. Beneficial owners of interests in the 2029 Notes may exchange such interests in accordance with the Indenture and the terms of the 2029 Notes.

(x)The “Notes Depositary” with respect to the 2029 Notes will initially be DTC.

(xi)Interest on the 2029 Notes will be computed and paid on the basis of a 360-day year of twelve 30-day months.

(xii)The terms of the 2029 Notes shall include such other terms as are set forth in the Specimen 2029 Note and in the Indenture. To the extent the terms of the Indenture and the Specimen 2029 Note are inconsistent, the terms of the Specimen 2029 Note will govern.

(xiii)In addition to the Events of Default set out in Section 6.02 of the Base Indenture, in respect of the 2029 Notes only, the Event of Default set out in Section 4.03(e) of this Supplemental Indenture shall also be applicable.

ARTICLE 3

[RESERVED]

ARTICLE 4

REDEMPTION

The following provision shall apply with respect to the 2029 Notes:

Section 4.01. Redemption at the Option of the Issuer with a Make-Whole Premium.

(a)Prior to the 2029 Notes Initial Call Date, the Issuer may redeem the 2029 Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(i)(A) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the 2029 Notes were redeemed on the 2029 Notes Initial Call Date at the applicable redemption price for such date set forth in the table in Section 4.02(a) of this Supplemental Indenture on a quarterly basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points less (B) interest accrued to the Redemption Date (the excess of such amount, if any, over the principal amount to be redeemed, the “2029 Notes Make-Whole Redemption Premium”); and

(ii)100% of the principal amount of the 2029 Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon, and any additional amounts, if any, to the Redemption Date.

(b)Except as provided in this Section 4.01, the redemption shall be undertaken in accordance with the provisions of Article 3 of the Base Indenture.

Section 4.02. Redemption at the Option of the Issuer without a Make-Whole Premium.

(a)On or after the 2029 Notes Initial Call Date, the Issuer may, at its option, redeem the 2029 Notes, in whole or in part, at the following redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest to, but excluding, the Redemption Date and additional amounts, if any, on the 2029 Notes redeemed to the applicable Redemption Date, if redeemed during the twelve-month period beginning on May 28 of the years indicated below, subject to the rights of Holders of 2029 Notes on the relevant record date to receive interest on the relevant Notes Interest Payment Date:

Year	Percentage
2025	103.000	%
2026 (and thereafter)	100.000	%

(b)Except as provided in this Section 4.02, the redemption shall be undertaken in accordance with the provisions of Article 3 of the Base Indenture.

Section 4.03. Mandatory Repurchase Offer.

(a)The Issuer shall, no later than October 26, 2024, consummate an offer (the “2029 Notes Repurchase Offer”) to all Holders of 2029 Notes to purchase, on a pro rata basis, US$55,900,850 in principal amount of the 2029 Notes, at a purchase price equal to 100% of the principal amount of the 2029 Notes plus accrued and unpaid interest and additional amounts, if any, thereon to, but excluding, the repurchase date. The Issuer shall be permitted to commence the 2029 Notes Repurchase Offer on any Business Day determined by the Issuer in its sole discretion; provided that the 2029 Notes Repurchase Offer is consummated on or before October 26, 2024.

(b)If the Issuer has not consummated the 2029 Notes Repurchase Offer by November 30, 2023, then the Interest Rate on the 2029 Notes shall increase by 2.000% (the “Repurchase Offer Step-up Amount”) with effect from such date. The Repurchase Offer Step-up Amount shall cease to apply with effect from the date that the Issuer consummates the 2029 Notes Repurchase Offer.

(c)A notice of the 2029 Notes Repurchase Offer (the “2029 Notes Repurchase Offer Notice”) shall be sent by first class mail or sent electronically, no later than the commencement of the 2029 Notes Repurchase Offer, to each Holder at such Holder’s registered address or otherwise in accordance with the applicable procedures of DTC.

(d)The Obligors will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making the 2029 Notes Repurchase Offer, and the above procedures will be deemed modified as necessary to permit such compliance.

(e)It shall be an Event of Default with respect to the 2029 Notes if the Issuer has not consummated the 2029 Notes Repurchase Offer by October 26, 2024.

(f)Prior to the consummation of the 2029 Notes Repurchase Offer, the Obligors shall not, and the Parent Guarantor shall procure that its Subsidiaries shall not:

(i)on or after the Final Settlement Date (as defined in the Offering Memorandum), other than pursuant to the Exchange Offers (as defined in the Offering Memorandum), repurchase, redeem, defease, prepay or otherwise acquire or retire for value (a) any Exchanged 2024 Notes or Exchanged 2026 Notes, (b) AerCap Secured Obligations in excess of US$50.0 million, or (c) any Convertible Debentures;

(ii)make any payment, prepayment, repurchase, redemption, defeasance or other acquisition or retirement for value, for more than a de minimis amount, in respect of any Indebtedness of the Parent Guarantor or any of its Subsidiaries, in each case other than any mandatory or scheduled payment, prepayment, repurchase, redemption, defeasance or other acquisition or retirement for value of such Indebtedness in accordance with, or otherwise to comply with, the terms of such Indebtedness; and

(iii)make any Restricted Payment,

(g)except for the issuance by the Parent Guarantor or any of its Subsidiaries (or the agreement to issue), to any lessors and original equipment manufacturers, of any senior unsecured notes or equity instruments convertible into preferred shares as contemplated by the following section of the Offering Memorandum: “Summary—Recent Developments—Proposed Lease and OEM Supplier Restructuring.”

(h)Except as provided in this Section 4.03, the repurchase shall be undertaken in accordance with the provisions of Article 3 of the Base Indenture.

ARTICLE 5

MISCELLANEOUS

Section 5.01. Governing Laws; Waiver of Jury Trial.

THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE AND THE 2029 NOTES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

THE ISSUER, THE GUARANTORS, THE TRUSTEE, THE COLLATERAL AGENTS AND EACH HOLDER OF A NOTE BY ITS ACCEPTANCE THEREOF HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE 2029 NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 5.02. No Adverse Interpretation of Other Agreements.

This Supplemental Indenture may not be used to interpret any other indenture (other than the Base Indenture), loan or debt agreement of the Issuer or Guarantors or of any other Person. Any such indenture (other than the Base Indenture), loan or debt agreement may not be used to interpret this Supplemental Indenture.

Section 5.03. Successors and Assigns.

All agreements of the Issuer and the Guarantors in this Supplemental Indenture and the 2029 Notes shall bind its successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors. All agreements of each Guarantor in this Supplemental Indenture shall bind its successors.

Section 5.04. Severability.

In case any provision in this Supplemental Indenture or in the 2029 Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 5.05. Table of Contents, Headings, Etc.

The Table of Contents and headings of the Articles and Sections of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

Section 5.06. Counterparts.

The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent one and the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile, PDF or other electronic transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture and signature pages for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. The words “execution,” “signed,” “signature,” and words of like import in this Supplemental Indenture or any related document shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Neither the Trustee nor the Collateral Agents shall have a duty to inquire into or investigate the authenticity or authorization of any electronic signature and both shall be entitled to conclusively rely on any electronic signature without any liability with respect thereto.

Section 5.07. Confirmation of Indenture.

The Base Indenture, as supplemented and amended by this Supplemental Indenture, is in all respects ratified and confirmed, and the Base Indenture, this Supplemental Indenture and all indentures supplemental thereto with respect to the 2029 Notes shall be read, taken and construed as one and the same instrument.

Section 5.08. Trustee Disclaimer.

The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture other than as to the validity of its execution and delivery by the Trustee. The recitals and statements herein are deemed to be those of the Issuer and not the Trustee.

Section 5.09. Waiver of Immunity.

With respect to any proceeding, each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in any court of competent jurisdiction, and with respect to any judgment, each party waives any such immunity in any court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such proceeding or judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended.

Section 5.10. Limited Recourse; Non-Petition.

The provisions of Section 13.08 of the Base Indenture are incorporated herein mutatis mutandis.

SIGNATURES

IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed, all as of the date first above.

AZUL SECURED FINANCE LLP
By:	Azul Linhas Aéreas Brasileiras S.A., <br>as Managing Partner
By:	/s/ Raphael Linares Felippe
	Name:	Raphael Linares Felippe
	Title:	Attorney-in-Fact		AZUL S.A.
---	---	---
By:	/s/ Thais Vieira Haberli
	Name:	Thais Vieira Haberli
	Title:	Attorney-in-Fact		AZUL LINHAS AÉREAS BRASILEIRAS S.A.
---	---	---
By:	/s/ Raphael Linares Felippe
	Name:	Raphael Linares Felippe
	Title:	Attorney-in-Fact		INTELAZUL S.A.
---	---	---
By:	/s/ Raphael Linares Felippe
	Name:	Raphael Linares Felippe
	Title:	Attorney-in-Fact		ATS VIAGENS E TURISMO LTDA.
---	---	---
By:	/s/ Thais Vieira Haberli
	Name:	Thais Vieira Haberli
	Title:	Attorney-in-Fact

[Signature Page to Supplemental Indenture]

10

AZUL IP CAYMAN HOLDCO LTD.
By:	/s/ Alexandre Wagner Malfitani
	Name:	Alexandre Wagner Malfitani
	Title:	Director		AZUL IP CAYMAN LTD.
---	---	---
By:	/s/ Alexandre Wagner Malfitani
	Name:	Alexandre Wagner Malfitani
	Title:	Director		Witnessed by:
---	---	---
By:	/s/ Raphael Linares Felippe
	Name:	Raphael Linares Felippe		Witnessed by:
---	---	---
By:	/s/ Thais Vieira Haberli
	Name:	Thais Vieira Haberli

[Signature Page to Supplemental Indenture]

11

UMB BANK, N.A.,
as Trustee, Paying Agent, Transfer Agent and
U.S. Collateral Agent
By:	/s/ Israel Lugo
	Name:	Israel Lugo
	Title:	Vice President

[Signature Page to Supplemental Indenture]

12

TMF BRASIL ADMINISTRAÇÃO E <br>GESTÃO DE ATIVOS LTDA.
as Brazilian Collateral Agent
By:	/s/ Karla Fernandes
	Name:	Karla Fernandes
	Title:	Managing Director

[Signature Page to Supplemental Indenture]

13

EXHIBIT A

FORM OF 11.500% SENIOR SECURED SECOND OUT NOTES DUE 2029

[Face of Note]

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture]

[Signature Page to Supplemental Indenture]

A-1

CUSIP [               ]

ISIN [              ]1

[[RULE 144A][REGULATION S] GLOBAL NOTE

representing up to

US$______________]

11.500% Senior Secured Second Out Notes due 2029

No. ___     [US$______________]

AZUL SECURED FINANCE LLP

promises to pay to CEDE & CO. or registered assigns, the principal sum of US$ [_____] (___________________________________________ United States Dollars) (as revised by the Schedule of Increases or Decreases in the Global Note attached hereto) on May 28, 2029.

Payment Dates: February 28, May 28, August 28 and November 28 of each year commencing on August 28, 2023, or if such day is not a Business Day, the next succeeding Business Day

Record Dates: Each Business Day immediately preceding each Payment Date

1    Rule 144A Notes CUSIP: 05501WAA0

Rule 144A Notes ISIN: US05501WAA09

Regulation S Notes CUSIP: U0551YAA3

Regulation S Notes ISIN: USU0551YAA39

[Signature Page to Supplemental Indenture]

A-2

IN WITNESS HEREOF, the Issuer has caused this instrument to be duly executed.

Dated:
	AZUL SECURED FINANCE LLP
	By:	Azul Linhas Aéreas Brasileiras S.A., as Managing Partner
	By:
		Name:
		Title:

[Signature Page to Supplemental Indenture]

A-3

	This is one of the Notes referred to in the within-mentioned Indenture:
	UMB BANK, NATIONAL ASSOCIATION,<br><br>Trustee and U.S. Collateral Agent, Registrar, Paying Agent and Transfer Agent
Dated:
	By:
		Authorized Signatory

[Signature Page to Supplemental Indenture]

A-4

[Back of Note]

11.500% Senior Secured Second Out Notes due 2029

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1.INTEREST AND PRINCIPAL. The Issuer promises to pay the outstanding principal amount on the Notes in full on May 28, 2029. The Notes will bear interest at a rate of 11.500% per annum on the outstanding principal amount thereof, provided that (i) if the LTV Ratio (as defined in the Indenture) exceeds 62.50%, the interest rate on the Notes for each subsequent interest period will increase by 2.000% until such time as the LTV Ratio does not exceed 62.5%, and (ii) if the Repurchase Offer Step-up Amount (as defined in the Indenture) applies, the rate of interest on the Notes shall increase by 2.000% with effect from the date that the Repurchase Offer Step-up Amount applies until the date that the Repurchase Offer Step-up Amount ceases to apply, in each case pursuant to the terms of the Indenture. Interest on the Notes is payable quarterly in arrears on each Payment Date and will accrue from and including the most recent date to which interest has been paid or, if no interest has been paid, from and including the date of issuance, to but excluding such Payment Date, calculated on the basis of a 360-day year composed of twelve 30-day months. Interest will also be paid on each prepayment date, redemption date or repurchase date, as the case may be, as provided in the Indenture on the amount of principal so paid for the period from and including the most recent date to which interest has been paid or, if no interest has been paid, from and including the date of issuance to but excluding such date of payment.

2.METHOD OF PAYMENT. The Issuer will pay interest, additional amounts, if any, principal and premium, if any, on the Notes to the Persons who are registered Holders of Notes at the close of business on the Business Day immediately preceding the Payment Date, even if such Notes are canceled after such record date and on or before such Payment Date, except as provided in Section 2.14 of the Base Indenture with respect to defaulted interest. Payment of interest and additional amounts, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders, provided, that payment by wire transfer of immediately available funds will be required with respect to interest, additional amounts, if any, principal and premium, if any, on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Issuer or the Paying Agent. U.S. Dollars are the sole currency of account and payment for all sums payable by the Issuer or any Guarantor under or in connection with the Notes, the Indenture and the Guarantees.

3.PAYING AGENT AND REGISTRAR. Initially, UMB Bank, National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Issuer may change any Paying Agent or Registrar without notice to the Holders. The Issuer may act in any such capacity.

[Signature Page to Supplemental Indenture]

A-5

4.INDENTURE. The Issuer issued the Notes under an Indenture, dated as of July 14, 2023 (the “Base Indenture”), as supplemented by the first supplemental indenture to the Base Indenture dated as of July 14, 2023 (the “First Supplemental Indenture”) and the second supplemental indenture to the Base Indenture dated as of July 14, 2023 (the “Second Supplemental Indenture” and, together with the Base Indenture and the First Supplemental Indenture, the “Indenture”), among the Issuer, the Guarantors, UMB Bank, National Association, as Trustee and U.S. Collateral Agent, Registrar, Paying Agent and Transfer Agent, and TMF Brasil Administração e Gestão de Ativos Ltda., as Brazilian Collateral Agent. This Note is one of a duly authorized issue of Notes of the Issuer designated as its 11.500% Senior Secured Second Out Notes due 2029. The Issuer shall be entitled to issue Additional Notes pursuant to Section 2.03 and Section 4.10 of the Base Indenture. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

5.REDEMPTION, PREPAYMENT AND REPURCHASE. The Notes may be redeemed at the option of the Issuer and may be the subject of a Mandatory Prepayment Event, a Parent Change of Control Offer, a Mandatory Repurchase Offer or a 2029 Notes Repurchase Offer, as further provided in the Indenture. Except as provided in the Indenture, the Issuer shall not be required to make any mandatory prepayments, redemptions, repurchases or sinking fund payments with respect to the Notes.

6.DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in minimum denominations of US$175,000 and integral multiples of US$1.00 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuer need not exchange or register the transfer of any Note or portion of a Note selected for prepayment, redemption or tendered (and not withdrawn) for repurchase in connection with a Mandatory Prepayment Event, a Parent Change of Control Offer, a Mandatory Repurchase Offer, a 2029 Notes Repurchase Offer or other tender offer, respectively, in whole or in part, except for the unredeemed portion of any Note being redeemed in part.

7.PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes.

8.AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture, the Guarantees or the Notes may be amended or supplemented as provided in the Indenture.

9.DEFAULTS AND REMEDIES. The Events of Default relating to the Notes are defined in Section 6.02 of the Base Indenture. Upon the occurrence of an Event of Default, the rights and obligations of the Issuer, the Guarantors, the Trustee and the Holders shall be set forth in the applicable provisions of the Indenture.

[Signature Page to Supplemental Indenture]

A-6

10.AUTHENTICATION. This Note shall not be entitled to any benefit under the Indenture or be valid for any purpose until authenticated by the manual signature of the Trustee or an authenticating agent.

11.LIMITED RECOURSE AND NON-PETITION. The provisions of Section 13.08 of the Base Indenture are incorporated herein mutatis mutandis.

12.GOVERNING LAW. THE INDENTURE, THE NOTES AND THE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

13.NOTICES. Any notice or communication shall be in writing and delivered in person or mailed by first-class mail (registered or certified, return receipt requested), fax or other electronic transmission or overnight air courier guaranteeing next day delivery addressed as follows:

If to the Issuer and/or any Guarantor:

Edifício Jatobá, 8th floor, Castelo Branco Office Park

Avenida Marcos Penteado de Ulhôa Rodrigues, 939

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

Fax: +55 11 4134-9890

Attention: Raphael Linares Felippe

Email: raphael.linares@voeazul.com.br

in respect of IP Co and IP HoldCo, with a copy (which shall not constitute notice) to:

c/o the offices of Maples Corporate Services Limited

PO Box 309, Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Attention: The Directors

Email: cayman@maples.com

and

c/o the offices of Walkers Fiduciary Limited

190 Elgin Avenue

George Town

Grand Cayman KY1-9008

Cayman Islands

Attention: The Directors

Email: fiduciary@walkersglobal.com

[Signature Page to Supplemental Indenture]

A-7

If to the Trustee or the U.S. Collateral Agent:

UMB Bank, National Association

5910 N Central Expressway, Suite 1900

Dallas, Texas 75206

United States of America

Attention: Corporate Trust & Escrow Services

Email: Israel.Lugo@umb.com

If to the Brazilian Collateral Agent:

TMF Brasil Administração e Gestão de Ativos Ltda.

Avenida Marcos Penteado de Ulhoa Rodrigues, 939

Edifício Jacarandá, Tower I, 10th Floor, Room 3,

Barueri, SP 06460-040

Brazil

The Issuer, any Guarantor, the Trustee or the Collateral Agents, by notice to the others, may designate additional or different addresses for subsequent notices or communications.

Any notice or communication mailed to a Holder shall be mailed to the Holder at the Holder’s address as it appears on the registration books of the Registrar and shall be sufficiently given if so mailed within the time prescribed.

Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it.

Notwithstanding any other provision of the Indenture or this Note, where the Indenture or this Note provides for notice of any event (including any notice of redemption or purchase) to a Holder of a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Notes Depositary pursuant to the standing instructions from the Notes Depositary.

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

[Signature Page to Supplemental Indenture]

A-8

The Trustee agrees to accept and act upon instructions or directions pursuant to the Indenture sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods. If the Issuer, any Guarantor or any Holder elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding if such instructions conflict or are inconsistent with a subsequent written instruction. The party providing electronic instructions agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.

[Signature Page to Supplemental Indenture]

A-9

ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:
	(Insert assignee’s legal name)
(Insert assignee’s soc. sec. or tax I.D. no.)
(Print or type assignee’s name, address and zip code)			and irrevocably appoint
---
to transfer this Note on the books of the Issuer. The agent may substitute another to act for him.		Date:
---	---	---
	Your Signature:
		(Sign exactly as your name appears on the face of this Note)
Signature Guarantee:*				*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).
---	---

[Signature Page to Supplemental Indenture]

A-10

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Issuer pursuant to Section 3.09 of the Base Indenture, Section 4.35 of the Base Indenture, or Section 4.03 of the First Supplemental Indenture, check the appropriate box below:

[ ] Section 3.09 of the Base Indenture

[ ] Section 4.35 of the Base Indenture

[ ] Section 4.03 of the First Supplemental Indenture

If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 3.09 of the Base Indenture, Section 4.35 of the Base Indenture, or Section 4.03 of the First Supplemental Indenture, state the amount you elect to have purchased:

	US
Date:
		(Sign exactly as your name appears on the face of this Note)
Signature Guarantee:*

All values are in US Dollars.

*Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

[Signature Page to Supplemental Indenture]

A-11

SCHEDULE OF INCREASES OR DECREASES IN THE GLOBAL NOTE

The initial outstanding principal amount of this Global Note is US$__________. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note, or cancellations of principal amount of Notes represented hereby, have been made:

Date of Exchange	Amount of decrease in Principal Amount	Amount of increase in Principal Amount of this Global Note	Principal Amount of this Global Note following such decrease or increase	Signature of authorized <br>officer <br>of Trustee or <br>Note Custodian

[Signature Page to Supplemental Indenture]

A-12

Document

Exhibit 2.8

SECOND SUPPLEMENTAL INDENTURE

Dated as of July 14, 2023

Among

AZUL SECURED FINANCE LLP

as Issuer

AZUL S.A.

as Parent Guarantor

AZUL LINHAS AÉREAS BRASILEIRAS S.A.

INTELAZUL S.A.

ATS VIAGENS E TURISMO LTDA.

AZUL IP CAYMAN HOLDCO LTD.

AZUL IP CAYMAN LTD.

as Guarantors

UMB BANK, N.A.,

as Trustee, Paying Agent, Transfer Agent and U.S. Collateral Agent

and

TMF BRASIL ADMINISTRAÇÃO E GESTÃO DE ATIVOS LTDA.

as Brazilian Collateral Agent

10.875% Senior Secured Second Out Notes due 2030

TABLE OF CONTENTS

		Page
ARTICLE1<br><br>CERTAIN DEFINITIONS		2
ARTICLE2<br><br>SCOPE OF SUPPLEMENTAL INDENTURE; GENERAL		4
ARTICLE3<br><br>[RESERVED]		5
ARTICLE4<br><br>REDEMPTION		5
Section 4.01.	Redemption at the Option of the Issuer with a Make-Whole Premium.	5
Section 4.02.	Redemption at the Option of the Issuer without a Make-Whole Premium.	6
ARTICLE5<br><br>MISCELLANEOUS		6
Section 5.01.	Governing Laws; Waiver of Jury Trial.	6
Section 5.02.	No Adverse Interpretation of Other Agreements.	6
Section 5.03.	Successors and Assigns.	7
Section 5.04.	Severability.	7
Section 5.05.	Table of Contents, Headings, Etc.	7
Section 5.06.	Counterparts	7
Section 5.07.	Confirmation of Indenture	7
Section 5.08.	Trustee Disclaimer	8
Section 5.09.	Waiver of Immunity.	8
Section 5.10.	Limited Recourse; Non-Petition.	8
EXHIBIT A Form of 2030 Notes		A-1

i

SECOND SUPPLEMENTAL INDENTURE dated as of July 14, 2023 (this “Supplemental Indenture”), to the Indenture dated as of July 14, 2023, as supplemented by a First Supplemental Indenture, dated as of July 14, 2023 (the “Base Indenture” and, together with the Supplemental Indenture, the “Indenture”), by and between Azul Secured Finance LLP, a limited liability partnership formed under the laws of the State of Delaware (the “Issuer”), Azul S.A., a Brazilian corporation (sociedade por ações) (“Azul”), as the parent guarantor (the “Parent Guarantor”), Azul Linhas Aéreas Brasileiras S.A., a Brazilian corporation (sociedade por ações) (“Azul Linhas”), IntelAzul S.A., a Brazilian corporation (sociedade por ações) (“IntelAzul”), ATS Viagens e Turismo Ltda. a Brazilian limited liability company (sociedade limitada) (“Azul Viagens”), Azul IP Cayman Holdco Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands, with its registered office at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands and registration number 400853 (“IP HoldCo”), Azul IP Cayman Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands, with its registered office at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands and registration number 400854 (“IP Co”, together with IP HoldCo, the “IP Parties” and the IP Parties together with the Parent Guarantor, Azul Linhas, IntelAzul and Azul Viagens, the “Guarantors”) and UMB Bank, N.A., a national banking association, as Trustee (“Trustee”), U.S. Collateral Agent (“U.S. Collateral Agent”), Registrar, Paying Agent and Transfer Agent, and TMF Brasil Administração e Gestão de Ativos Ltda., as Brazilian collateral agent (the “Brazilian Collateral Agent” and, together with the U.S. Collateral Agent, the “Collateral Agents”).

Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders (as defined herein):

WHEREAS, the Issuer, the Guarantors, the Collateral Agents and the Trustee have duly authorized the execution and delivery of the Base Indenture to provide for the issuance from time to time of the Issuer’s Notes to be issued in one or more Series as provided in the Base Indenture;

WHEREAS, the Issuer and Guarantors desire and have requested the Trustee and Collateral Agents to join in the execution and delivery of this Supplemental Indenture in order to establish and provide for the issuance by the Issuer of a Series of Notes designated as its 10.875% Senior Secured Second Out Notes due 2030 (the “2030 Notes”), substantially in the form attached hereto as Exhibit A, on the terms set forth herein;

WHEREAS, Section 2.01 of the Base Indenture provides that a supplemental indenture may be entered into by the Issuer, the Guarantors, the Trustee and the Collateral Agents for such purpose, without the consent of Holders, provided certain conditions are met;

WHEREAS, the conditions set forth in the Base Indenture for the execution and delivery of this Supplemental Indenture have been complied with; and

WHEREAS, all things necessary to make this Supplemental Indenture a valid agreement of the Issuer, the Guarantors, the Collateral Agents and the Trustee, in accordance with its terms, and a valid amendment of, and supplement to, the Base Indenture have been done;

NOW, THEREFORE:

In consideration of the premises and the purchase and acceptance of the 2030 Notes by the Holders thereof, the Issuer covenants and agrees with the Trustee, for the equal and ratable benefit of the Holders, that the Base Indenture is supplemented and amended, to the extent expressed herein, as follows:

ARTICLE 1

CERTAIN DEFINITIONS

The following terms have the meanings set forth below in this Supplemental Indenture. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Base Indenture. To the extent terms defined herein differ from the Base Indenture the terms defined herein will govern.

“2030 Notes” has the meaning provided in the Recitals.

“2030 Notes Initial Call Date” means May 28, 2026.

“Indenture” has the meaning provided in the Preamble.

“Issuer” has the meaning provided in the Base Indenture.

“Paying Agent” means UMB Bank, N.A., a national banking association, or any successor paying agent.

“Redemption Date” means, with respect to the 2030 Notes, the date fixed for such redemption by or pursuant to this Supplemental Indenture.

“Registrar” means UMB Bank, N.A., a national banking association, or any successor registrar of the 2030 Notes.

“Supplemental Indenture” has the meaning provided in the Preamble.

“Treasury Rate” means, with respect to any Redemption Date, the yield determined by the Issuer in accordance with the following two paragraphs:

(1)The Treasury Rate shall be determined by the Issuer after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the Redemption Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading). In determining the Treasury Rate, the Issuer shall select, as applicable: (1) the yield for the Treasury constant maturity

on H.15 exactly equal to the period from the Redemption Date to the 2030 Notes Initial Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the 2030 Notes Initial Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption Date.

(2)If on the third Business Day preceding the Redemption Date H.15 or any successor designation or publication is no longer published, the Issuer shall calculate the Treasury Rate based on the rate per annum equal to the quarterly equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such Redemption Date of the United States Treasury security maturing on, or with a maturity that is closest to, the 2030 Notes Initial Call Date. If there is no United States Treasury security maturing on the 2030 Notes Initial Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the 2030 Notes Initial Call Date, one with a maturity date preceding the 2030 Notes Initial Call Date and one with a maturity date following the 2030 Notes Initial Call Date, the Issuer shall select the United States Treasury security with a maturity date preceding the 2030 Notes Initial Call Date. If there are two or more United States Treasury securities maturing on the 2030 Notes Initial Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Issuer shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semiannual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

The Issuer’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. The Trustee shall have no obligation to calculate or verify any calculation of the redemption price.

“Trustee” has the meaning provided in the Preamble.

ARTICLE 2

SCOPE OF SUPPLEMENTAL INDENTURE; GENERAL

The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the 2030 Notes and shall not apply to any other Notes that may be issued under the Base Indenture unless a supplemental indenture with respect to such other Notes specifically incorporates such changes, modifications and supplements.

(a)Pursuant to this Supplemental Indenture, there is hereby created and designated one Series of Notes under the Base Indenture entitled the “10.875% Senior Secured Second Out Notes due 2030”.

(b)The 2030 Notes shall be in the form of Exhibit A hereto (the “Specimen 2030 Note”), which is hereby incorporated into this Supplemental Indenture by reference. The terms of the 2030 Notes shall be as follows:

(i)The 2030 Notes are to be issued initially in an aggregate principal amount of US$568,219,500; provided however, that the aggregate principal amount of the 2030 Notes which may be outstanding may be increased by the Issuer upon the terms and subject to the conditions set forth in the Indenture and the 2030 Notes.

(ii)The 2030 Notes will mature on May 28, 2030.

(iii)The 2030 Notes will bear interest at a rate of 10.875% per annum.

(iv)The date from which interest shall accrue, the Notes Interest Payment Date and the regular record date for the interest payable on any payment date will be as set forth in the Specimen 2030 Note.

(v)Principal and interest on the 2030 Notes are payable at the Corporate Trust Office, except as otherwise provided in the Specimen 2030 Note.

(vi)The 2030 Notes shall be redeemable at the redemption prices and on the terms set forth in Article 4 of this Supplemental Indenture. Except as otherwise provided in Article 4 of this Supplemental Indenture, redemption of the 2030 Notes shall be made in accordance with the terms of Article 3 of the Base Indenture.

(vii)The 2030 Notes will not be subject to any sinking fund.

(viii)The 2030 Notes are issuable in denominations of US$175,000 and integral multiples of US$1.00 in excess thereof.

(ix)The 2030 Notes are to be issued initially as Global Notes. Beneficial owners of interests in the 2030 Notes may exchange such interests in accordance with the Indenture and the terms of the 2030 Notes.

(x)The “Notes Depositary” with respect to the 2030 Notes will initially be DTC.

(xi)Interest on the 2030 Notes will be computed and paid on the basis of a 360-day year of twelve 30-day months.

(xii)The terms of the 2030 Notes shall include such other terms as are set forth in the Specimen 2030 Note and in the Indenture. To the extent the terms of the Indenture and the Specimen 2030 Note are inconsistent, the terms of the Specimen 2030 Note will govern.

ARTICLE 3

[RESERVED]

ARTICLE 4

REDEMPTION

The following provision shall apply with respect to the 2030 Notes:

Section 4.01. Redemption at the Option of the Issuer with a Make-Whole Premium.

(a)Prior to the 2030 Notes Initial Call Date, the Issuer may redeem the 2030 Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(i)(A) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the 2030 Notes were redeemed on the 2030 Notes Initial Call Date at the applicable redemption price for such date set forth in the table in Section 4.02(a) of this Supplemental Indenture on a quarterly basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points less (B) interest accrued to the Redemption Date (the excess of such amount, if any, over the principal amount to be redeemed, the “2030 Notes Make-Whole Redemption Premium”); and

(ii)100% of the principal amount of the 2030 Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon, and any additional amounts, if any, to the Redemption Date.

(b)Except as provided in this Section 4.01, the redemption shall be undertaken in accordance with the provisions of Article 3 of the Base Indenture.

Section 4.02. Redemption at the Option of the Issuer without a Make-Whole Premium.

(a)On or after the 2030 Notes Initial Call Date, the Issuer may, at its option, redeem the 2030 Notes, in whole or in part, at the following redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest to, but excluding, the Redemption Date and additional amounts, if any, on the 2030 Notes redeemed to the applicable Redemption Date, if redeemed during the twelve-month period beginning esta ta May 28 of the years indicated below, subject to the rights of Holders of 2030 Notes on the relevant record date to receive interest on the relevant Notes Interest Payment Date:

Year	Percentage
2026	105.438	%
2027	102.719	%
2028 (and thereafter)	100.000	%

(b)Except as provided in this Section 4.02, the redemption shall be undertaken in accordance with the provisions of Article 3 of the Base Indenture.

ARTICLE 5

MISCELLANEOUS

Section 5.01. Governing Laws; Waiver of Jury Trial.

THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE AND THE 2030 NOTES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

THE ISSUER, THE GUARANTORS, THE TRUSTEE, THE COLLATERAL AGENTS AND EACH HOLDER OF A NOTE BY ITS ACCEPTANCE THEREOF HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE 2030 NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 5.02. No Adverse Interpretation of Other Agreements.

This Supplemental Indenture may not be used to interpret any other indenture (other than the Base Indenture), loan or debt agreement of the Issuer or Guarantors or of any other Person. Any such indenture (other than the Base Indenture), loan or debt agreement may not be used to interpret this Supplemental Indenture.

Section 5.03. Successors and Assigns.

All agreements of the Issuer and the Guarantors in this Supplemental Indenture and the 2030 Notes shall bind its successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors. All agreements of each Guarantor in this Supplemental Indenture shall bind its successors.

Section 5.04. Severability.

In case any provision in this Supplemental Indenture or in the 2030 Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 5.05. Table of Contents, Headings, Etc.

The Table of Contents and headings of the Articles and Sections of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

Section 5.06. Counterparts.

The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent one and the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile, PDF or other electronic transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture and signature pages for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. The words “execution,” “signed,” “signature,” and words of like import in this Supplemental Indenture or any related document shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Neither the Trustee nor the Collateral Agents shall have a duty to inquire into or investigate the authenticity or authorization of any electronic signature and both shall be entitled to conclusively rely on any electronic signature without any liability with respect thereto.

Section 5.07. Confirmation of Indenture.

The Base Indenture, as supplemented and amended by this Supplemental Indenture, is in all respects ratified and confirmed, and the Base Indenture, this Supplemental Indenture and all indentures supplemental thereto with respect to the 2030 Notes shall be read, taken and construed as one and the same instrument.

Section 5.08. Trustee Disclaimer.

The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture other than as to the validity of its execution and delivery by the Trustee. The recitals and statements herein are deemed to be those of the Issuer and not the Trustee.

Section 5.09. Waiver of Immunity.

With respect to any proceeding, each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in any court of competent jurisdiction, and with respect to any judgment, each party waives any such immunity in any court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such proceeding or judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended.

Section 5.10. Limited Recourse; Non-Petition.

The provisions of Section 13.08 of the Base Indenture are incorporated herein mutatis mutandis.

SIGNATURES

IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed, all as of the date first above.

AZUL SECURED FINANCE LLP
By:	Azul Linhas Aéreas Brasileiras S.A.,
	as Managing Partner
By:	/s/ Raphael Linares Felippe
	Name:	Raphael Linares Felippe
	Title:	Attorney-in-Fact		AZUL S.A.
---	---	---
By:	/s/ Thais Vieira Haberli
	Name:	Thais Vieira Haberli
	Title:	Attorney-in-Fact		AZUL LINHAS AÉREAS BRASILEIRAS S.A.
---	---	---
By:	/s/ Raphael Linares Felippe
	Name:	Raphael Linares Felippe
	Title:	Attorney-in-Fact		INTELAZUL S.A.
---	---	---
By:	/s/ Raphael Linares Felippe
	Name:	Raphael Linares Felippe
	Title:	Attorney-in-Fact		ATS VIAGENS E TURISMO LTDA.
---	---	---
By:	/s/ Thais Vieira Haberli
	Name:	Thais Vieira Haberli
	Title:	Attorney-in-Fact

[Signature Page to Supplemental Indenture]

9

AZUL IP CAYMAN HOLDCO LTD.
By:	/s/ Alexandre Wagner Malfitani
	Name:	Alexandre Wagner Malfitani
	Title:	Director		AZUL IP CAYMAN LTD.
---	---	---
By:	/s/ Alexandre Wagner Malfitani
	Name:	Alexandre Wagner Malfitani
	Title:	Director		Witnessed by:
---	---	---
By:	/s/ Raphael Linares Felippe
	Name:	Raphael Linares Felippe
Witnessed by:
By:	/s/ Thais Vieira Haberli
	Name:	Thais Vieira Haberli

[Signature Page to Supplemental Indenture]

10

UMB BANK, N.A.,
as Trustee, Paying Agent, Transfer Agent and<br>U.S. Collateral Agent
By:	/s/ Israel Lugo
	Name:	Israel Lugo
	Title:	Vice President

[Signature Page to Supplemental Indenture]

11

TMF BRASIL ADMINISTRAÇÃO E<br><br>GESTÃO DE ATIVOS LTDA.
as Brazilian Collateral Agent
By:	/s/ Karla Fernandes
	Name:	Karla Fernandes
	Title:	Managing Director

[Signature Page to Supplemental Indenture]

12

EXHIBIT A

FORM OF 10.875% SENIOR SECURED SECOND OUT NOTES DUE 2030

[Face of Note]

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture]

[Signature Page to Supplemental Indenture]

A-1

CUSIP [               ]

ISIN [              ]1

[[RULE 144A][REGULATION S] GLOBAL NOTE

representing up to

US$______________]

10.875% Senior Secured Second Out Notes due 2030

No. ___     [US$______________]

AZUL SECURED FINANCE LLP

promises to pay to CEDE & CO. or registered assigns, the principal sum of US$ [_____] (___________________________________________ United States Dollars) (as revised by the Schedule of Increases or Decreases in the Global Note attached hereto) on May 28, 2030.

Payment Dates: February 28, May 28, August 28 and November 28 of each year commencing on August 28, 2023, or if such day is not a Business Day, the next succeeding Business Day

Record Dates: Each Business Day immediately preceding each Payment Date

1    Rule 144A Notes CUSIP: 05501WAB8

Rule 144A Notes ISIN: US05501WAB81

Regulation S Notes CUSIP: U0551YAB1

Regulation S Notes ISIN: USU0551YAB12

[Signature Page to Supplemental Indenture]

A-2

IN WITNESS HEREOF, the Issuer has caused this instrument to be duly executed.

Dated:
	AZUL SECURED FINANCE LLP
	By:	Azul Linhas Aéreas Brasileiras S.A.,<br>as Managing Partner
	By:
		Name:
		Title:

[Signature Page to Supplemental Indenture]

A-3

	This is one of the Notes referred to in the within-mentioned Indenture:
	UMB BANK, NATIONAL ASSOCIATION,<br><br>Trustee and U.S. Collateral Agent, Registrar, Paying Agent and Transfer Agent
Dated:
	By:
		Authorized Signatory

[Signature Page to Supplemental Indenture]

A-4

[Back of Note]

10.875% Senior Secured Second Out Notes due 2030

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1.    INTEREST AND PRINCIPAL. The Issuer promises to pay the outstanding principal amount on the Notes in full on May 28, 2030. The Notes will bear interest at a rate of 10.875% per annum on the outstanding principal amount thereof, provided that if the LTV Ratio (as defined in the Indenture) exceeds 62.50%, the interest rate on the Notes for each subsequent interest period will increase by 2.000% until such time as the LTV Ratio does not exceed 62.5%, pursuant to the terms of the Indenture. Interest on the Notes is payable quarterly in arrears on each Payment Date and will accrue from and including the most recent date to which interest has been paid or, if no interest has been paid, from and including the date of issuance, to but excluding such Payment Date, calculated on the basis of a 360-day year composed of twelve 30-day months. Interest will also be paid on each prepayment date, redemption date or repurchase date, as the case may be, as provided in the Indenture on the amount of principal so paid for the period from and including the most recent date to which interest has been paid or, if no interest has been paid, from and including the date of issuance to but excluding such date of payment.

2.    METHOD OF PAYMENT. The Issuer will pay interest, additional amounts, if any, principal and premium, if any, on the Notes to the Persons who are registered Holders of Notes at the close of business on the Business Day immediately preceding the Payment Date, even if such Notes are canceled after such record date and on or before such Payment Date, except as provided in Section 2.14 of the Base Indenture with respect to defaulted interest. Payment of interest and additional amounts, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders, provided, that payment by wire transfer of immediately available funds will be required with respect to interest, additional amounts, if any, principal and premium, if any, on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Issuer or the Paying Agent. U.S. Dollars are the sole currency of account and payment for all sums payable by the Issuer or any Guarantor under or in connection with the Notes, the Indenture and the Guarantees.

3.    PAYING AGENT AND REGISTRAR. Initially, UMB Bank, National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Issuer may change any Paying Agent or Registrar without notice to the Holders. The Issuer may act in any such capacity.

[Signature Page to Supplemental Indenture]

A-5

4.    INDENTURE. The Issuer issued the Notes under an Indenture, dated as of July 14, 2023 (the “Base Indenture”), as supplemented by the first supplemental indenture to the Base Indenture dated as of July 14, 2023 (the “First Supplemental Indenture”) and the second supplemental indenture to the Base Indenture dated as of July 14, 2023 (the “Second Supplemental Indenture” and, together with the Base Indenture and the First Supplemental Indenture, the “Indenture”), among the Issuer, the Guarantors, UMB Bank, National Association, as Trustee and U.S. Collateral Agent, Registrar, Paying Agent and Transfer Agent, and TMF Brasil Administração e Gestão de Ativos Ltda., as Brazilian Collateral Agent. This Note is one of a duly authorized issue of Notes of the Issuer designated as its 10.875% Senior Secured Second Out Notes due 2030. The Issuer shall be entitled to issue Additional Notes pursuant to Section 2.03 and Section 4.10 of the Base Indenture. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

5.    REDEMPTION, PREPAYMENT AND REPURCHASE. The Notes may be redeemed at the option of the Issuer and may be the subject of a Mandatory Prepayment Event, a Parent Change of Control Offer or a Mandatory Repurchase Offer, as further provided in the Indenture. Except as provided in the Indenture, the Issuer shall not be required to make any mandatory prepayments, redemptions, repurchases or sinking fund payments with respect to the Notes.

6.    DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in minimum denominations of US$175,000 and integral multiples of US$1.00 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuer need not exchange or register the transfer of any Note or portion of a Note selected for prepayment, redemption or tendered (and not withdrawn) for repurchase in connection with a Mandatory Prepayment Event, a Parent Change of Control Offer, a Mandatory Repurchase Offer, or other tender offer, respectively, in whole or in part, except for the unredeemed portion of any Note being redeemed in part.

7.    PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes.

8.    AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture, the Guarantees or the Notes may be amended or supplemented as provided in the Indenture.

9.    DEFAULTS AND REMEDIES. The Events of Default relating to the Notes are defined in Section 6.02 of the Base Indenture. Upon the occurrence of an Event of Default, the rights and obligations of the Issuer, the Guarantors, the Trustee and the Holders shall be set forth in the applicable provisions of the Indenture.

[Signature Page to Supplemental Indenture]

A-6

10.    AUTHENTICATION. This Note shall not be entitled to any benefit under the Indenture or be valid for any purpose until authenticated by the manual signature of the Trustee or an authenticating agent.

11.    LIMITED RECOURSE AND NON-PETITION. The provisions of Section 13.08 of the Base Indenture are incorporated herein mutatis mutandis.

12.    GOVERNING LAW. THE INDENTURE, THE NOTES AND THE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

13.    NOTICES. Any notice or communication shall be in writing and delivered in person or mailed by first-class mail (registered or certified, return receipt requested), fax or other electronic transmission or overnight air courier guaranteeing next day delivery addressed as follows:

If to the Issuer and/or any Guarantor:

Edifício Jatobá, 8th floor, Castelo Branco Office Park

Avenida Marcos Penteado de Ulhôa Rodrigues, 939

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

Fax: +55 11 4134-9890

Attention: Raphael Linares Felippe

Email: raphael.linares@voeazul.com.br

in respect of IP Co and IP HoldCo, with a copy (which shall not constitute notice) to:

c/o the offices of Maples Corporate Services Limited

PO Box 309, Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Attention: The Directors

Email: cayman@maples.com

and

c/o the offices of Walkers Fiduciary Limited

190 Elgin Avenue

George Town

Grand Cayman KY1-9008

Cayman Islands

Attention: The Directors

Email: fiduciary@walkersglobal.com

[Signature Page to Supplemental Indenture]

A-7

If to the Trustee or the U.S. Collateral Agent:

UMB Bank, National Association

5910 N Central Expressway, Suite 1900

Dallas, Texas 75206

United States of America

Attention: Corporate Trust & Escrow Services

Email: Israel.Lugo@umb.com

If to the Brazilian Collateral Agent:

TMF Brasil Administração e Gestão de Ativos Ltda.

Avenida Marcos Penteado de Ulhoa Rodrigues, 939

Edifício Jacarandá, Tower I, 10th Floor, Room 3,

Barueri, SP 06460-040

Brazil

The Issuer, any Guarantor, the Trustee or the Collateral Agents, by notice to the others, may designate additional or different addresses for subsequent notices or communications.

Any notice or communication mailed to a Holder shall be mailed to the Holder at the Holder’s address as it appears on the registration books of the Registrar and shall be sufficiently given if so mailed within the time prescribed.

Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it.

Notwithstanding any other provision of the Indenture or this Note, where the Indenture or this Note provides for notice of any event (including any notice of redemption or purchase) to a Holder of a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Notes Depositary pursuant to the standing instructions from the Notes Depositary.

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

[Signature Page to Supplemental Indenture]

A-8

The Trustee agrees to accept and act upon instructions or directions pursuant to the Indenture sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods. If the Issuer, any Guarantor or any Holder elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding if such instructions conflict or are inconsistent with a subsequent written instruction. The party providing electronic instructions agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.

[Signature Page to Supplemental Indenture]

A-9

ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:
	(Insert assignee’s legal name)
(Insert assignee’s soc. sec. or tax I.D. no.)
(Print or type assignee’s name, address and zip code)			and irrevocably appoint
---
to transfer this Note on the books of the Issuer. The agent may substitute another to act for him.		Date:
---	---	---
	Your Signature:
		(Sign exactly as your name appears on the face of this Note)
Signature Guarantee:*				*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).
---	---

[Signature Page to Supplemental Indenture]

A-10

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Issuer pursuant to Section 3.09 or Section 4.35 of the Base Indenture, check the appropriate box below:

[ ] Section 3.09    [ ] Section 4.35

If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 3.09 or Section 4.35 of the Base Indenture, state the amount you elect to have purchased:

	US
Date:
		(Sign exactly as your name appears on the face of this Note)
Signature Guarantee:*

All values are in US Dollars.

*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

[Signature Page to Supplemental Indenture]

A-11

SCHEDULE OF INCREASES OR DECREASES IN THE GLOBAL NOTE

The initial outstanding principal amount of this Global Note is US$__________. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note, or cancellations of principal amount of Notes represented hereby, have been made:

Date of Exchange	Amount of decrease<br>in Principal Amount	Amount of increase<br>in Principal<br>Amount of this<br>Global Note	Principal Amount of<br>this Global Note<br>following such<br>decrease or increase	Signature of<br>authorized officer<br>of Trustee or <br>Note Custodian

[Signature Page to Supplemental Indenture]

A-12

Document

Exhibit 2.9

INDENTURE

Dated as of July 20, 2023

Among

AZUL SECURED FINANCE LLP

as Issuer

AZUL S.A.

as Parent Guarantors

AZUL LINHAS AÉREAS BRASILEIRAS S.A.

INTELAZUL S.A.

ATS VIAGENS E TURISMO LTDA.

AZUL IP CAYMAN HOLDCO LTD.

AZUL IP CAYMAN LTD.

as Guarantors,

UMB BANK, N.A.,

as Trustee, Paying Agent, Transfer Agent and U.S. Collateral Agent

and

TMF BRASIL ADMINISTRAÇÃO E GESTÃO DE ATIVOS LTDA.

as Brazilian Collateral Agent

11.930% SENIOR SECURED FIRST OUT NOTES DUE 2028

TABLE OF CONTENTS

		Page
ARTICLE 1<br><br>DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01	Definitions	2
Section 1.02	Other Definitions	62
Section 1.03	[Reserved]	65
Section 1.04	Rules of Construction	65
Section 1.05	Acts of Holders	66
ARTICLE 2<br><br>THE NOTES
Section 2.01	[Reserved]	68
Section 2.02	[Reserved]	68
Section 2.03	Form and Dating; Terms	68
Section 2.04	Execution and Authentication	70
Section 2.05	Registrar, Paying Agent and Transfer Agent	70
Section 2.06	Paying Agent to Hold Money in Trust	71
Section 2.07	Holder Lists	71
Section 2.08	Transfer and Exchange	71
Section 2.09	Replacement Notes	85
Section 2.10	Outstanding Notes	86
Section 2.11	Treasury Notes; Competitors	86
Section 2.12	Temporary Notes	87
Section 2.13	Cancellation	87
Section 2.14	Defaulted Interest	88
Section 2.15	CUSIP and ISIN Numbers	88
Section 2.16	Prohibition on Transfers to Competitors	88
ARTICLE 3<br><br>REDEMPTION
Section 3.01	Notices to Trustee	88
Section 3.02	Selection of Notes to Be Redeemed	89
Section 3.03	Notice of Redemption	89
Section 3.04	Effect of Notice of Redemption	91
Section 3.05	Deposit of Redemption or Purchase Price	91
Section 3.06	Notes Redeemed or Purchased in Part	91
Section 3.07	Optional Redemption	92
Section 3.08	Mandatory Prepayments	93

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Section 3.09	Mandatory Repurchase Offers for Notes	94
Section 3.10	Optional Redemption upon a Tax Event	98
Section 3.11	Optional Clean-Up Redemption	99
Section 3.12	Open Market Purchases	99
Section 3.13	Excess Cash Flow Offer to Purchase	100
ARTICLE 4<br><br>COVENANTS
Section 4.01	Payment of the Notes and Maintenance of Accounts	102
Section 4.02	TudoAzul and Azul Viagens Receivables; Receivables Coverage Obligation	103
Section 4.03	Counterparty Notification Requirements	107
Section 4.04	Counterparty Consent Requirements	108
Section 4.05	Financial Covenant	108
Section 4.06	Collection Accounts	108
Section 4.07	Operation of the TudoAzul Program and Azul Viagens Business	110
Section 4.08	Maintenance of Rating	111
Section 4.09	Limitation on Certain Investments	111
Section 4.10	Incurrence of Indebtedness	112
Section 4.11	Blocked Pre-paid Points Purchase	114
Section 4.12	Limitation on Restricted Payments.	115
Section 4.13	Limitation on Liens	121
Section 4.14	Limitation on Transactions with Affiliates	121
Section 4.15	Restrictions on Disposition of Shared Collateral	122
Section 4.16	Restrictions on Business Activities	122
Section 4.17	Independent Directors of the IP Parties	125
Section 4.18	Financial Statements and Other Reports	126
Section 4.19	Substitution of the Issuer	129
Section 4.20	[Reserved]	133
Section 4.21	IP Agreements	133
Section 4.22	Specified Organizational Documents	133
Section 4.23	Intellectual Property Contribution Registration	134
Section 4.24	Databases	134
Section 4.25	Taxes	136
Section 4.26	Additional Amounts	137
Section 4.27	Stay, Extension and Usury Laws	140
Section 4.28	Corporate Existence	140
Section 4.29	Regulatory Matters	140
Section 4.30	Compliance with Laws	140
Section 4.31	Azul Conduct of Business	141
Section 4.32	Collateral Ownership	141
Section 4.33	Application of Unapplied Net Proceeds	141
Section 4.34	[Reserved]	141
Section 4.35	Offer to Repurchase Upon Parent Change of Control Event	141

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Section 4.36	Maintenance of Office or Agency	143
Section 4.37	Ranking	144
Section 4.38	Non-Compete	144
Section 4.39	Listing	144
ARTICLE 5<br><br>SUCCESSORS
Section 5.01	Merger, Consolidation and Sale of Assets	144
Section 5.02	Successor Corporation Substituted	146
ARTICLE 6<br><br>DEFAULTS AND REMEDIES
Section 6.01	[Reserved]	146
Section 6.02	Events of Default	146
Section 6.03	Remedies Exercisable by the Trustee	151
Section 6.04	Waiver of Past Defaults	152
Section 6.05	Control by Majority	152
Section 6.06	Limitation on Suits	152
Section 6.07	Rights of Holders of Notes to Receive Payment	153
Section 6.08	Collection Suit by Trustee	153
Section 6.09	Restoration of Rights and Remedies	153
Section 6.10	Rights and Remedies Cumulative	153
Section 6.11	Delay or Omission Not Waiver	154
Section 6.12	Trustee May File Proofs of Claim	154
Section 6.13	Undertaking for Costs	154
ARTICLE 7<br><br>TRUSTEE AND COLLATERAL AGENTS
Section 7.01	Duties of Trustee	155
Section 7.02	Rights of Trustee and Collateral Agents	156
Section 7.03	Individual Rights of Trustee	161
Section 7.04	Trustee’s Disclaimer	161
Section 7.05	Notice of Defaults	161
Section 7.06	[Reserved]	161
Section 7.07	Compensation and Indemnity	161
Section 7.08	Replacement of Trustee	162
Section 7.09	Successor Trustee by Merger, Etc	163
Section 7.10	Eligibility; Disqualification	164

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ARTICLE 8<br><br>LEGAL DEFEASANCE AND COVENANT DEFEASANCE
Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance	164
Section 8.02	Legal Defeasance and Discharge	164
Section 8.03	Covenant Defeasance	165
Section 8.04	Conditions to Legal or Covenant Defeasance	165
Section 8.05	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	167
Section 8.06	Repayment to Issuer	167
Section 8.07	Reinstatement	168
Section 8.08	Application of Trust Money	168
ARTICLE 9<br><br>AMENDMENT, SUPPLEMENT AND WAIVER
Section 9.01	Without Consent of Holders of Notes	168
Section 9.02	With Consent of Holders of Notes	171
Section 9.03	[Reserved]	173
Section 9.04	Revocation and Effect of Consents	173
Section 9.05	Notation on or Exchange of Notes	173
Section 9.06	Trustee to Sign Amendments, Etc.	174
ARTICLE 10<br><br>GUARANTEES
Section 10.01	Guarantee	174
Section 10.02	Limitation on Guarantor Liability	176
Section 10.03	Execution and Delivery	177
Section 10.04	Benefits Acknowledged	177
Section 10.05	Release of Note Guarantees	177
Section 10.06	Alternative Place of Payment	178
ARTICLE 11<br><br>SATISFACTION AND DISCHARGE
Section 11.01	Satisfaction and Discharge	178
Section 11.02	Application of Trust Money	179
ARTICLE 12<br><br>MISCELLANEOUS
Section 12.01	[Reserved]	180
Section 12.02	Notices	180
Section 12.03	[Reserved]	182
Section 12.04	Certificate and Opinion as to Conditions Precedent	182
Section 12.05	Statements Required in Certificate or Opinion	182

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Section 12.06	Rules by Trustee and Agents	183
Section 12.07	No Personal Liability of Directors, Officers, Employees and Stockholders	183
Section 12.08	Governing Law	183
Section 12.09	Waiver of Jury Trial	183
Section 12.10	No Adverse Interpretation of Other Agreements	184
Section 12.11	Successors	184
Section 12.12	Severability	184
Section 12.13	Counterpart Originals	184
Section 12.14	Table of Contents, Headings, Etc.	184
Section 12.15	U.S.A. PATRIOT Act	185
Section 12.16	Jurisdiction	185
Section 12.17	Legal Holidays	187
Section 12.18	Currency Indemnity	187
Section 12.19	Waiver of Immunity	188
ARTICLE 13<br><br>COLLATERAL
Section 13.01	Collateral Documents	188
Section 13.02	Non-Impairment of Liens	190
Section 13.03	Release of Collateral	190
Section 13.04	Release upon Termination of the Issuer’s Obligations	190
Section 13.05	Suits to Protect the Collateral	191
Section 13.06	Authorization of Receipt of Funds by the Trustee Under the Collateral Documents	191
Section 13.07	Lien Sharing and Priority Confirmation	191
Section 13.08	Limited Recourse; Non-Petition	192
Section 13.09	Possession of Collateral	193
Section 13.10	Further Assurances	193
Section13.11	Additional Collateral	194
Section 13.12	Additional Collateral in Connection with a Permitted Acquisition Loyalty Program oraPermitted Acquisition Travel Package Business	194
EXHIBITS
Exhibit A	Form of Note	A-1
Exhibit B	Form of Certificate of Transfer	B-1
Exhibit C	Form of Certificate of Exchange	C-1
SCHEDULES
Schedule 1.01(a)	Contribution Agreements

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INDENTURE, dated as of July 20, 2023 among Azul Secured Finance LLP, a limited liability partnership formed under the laws of the State of Delaware (the “Issuer”), Azul S.A., a Brazilian corporation (sociedade por ações) (“Azul”), as the parent guarantor (the “Parent Guarantor”), Azul Linhas Aéreas Brasileiras S.A., a Brazilian corporation (sociedade por ações) (“Azul Linhas”), IntelAzul S.A., a Brazilian corporation (sociedade por ações) (“IntelAzul”), ATS Viagens e Turismo Ltda. a Brazilian limited liability company (sociedade limitada) (“Azul Viagens”), Azul IP Cayman Holdco Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands, with its registered office at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands and registration number 400853 (“IP HoldCo”), Azul IP Cayman Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands, with its registered office at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands and registration number 400854 (“IP Co”, together with IP HoldCo, the “IP Parties” and the IP Parties together with the Parent Guarantor, Azul Linhas, IntelAzul and Azul Viagens, the “Guarantors”), UMB Bank, N.A., a national banking association, as Trustee and U.S. Collateral Agent, Registrar, Paying Agent and Transfer Agent, and TMF Brasil Administração e Gestão de Ativos Ltda., as Brazilian collateral agent (the “Brazilian Collateral Agent” and, together with the U.S. Collateral Agent, the “Collateral Agents”).

WITNESSETH

WHEREAS, the Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance of (i) US$800,000,000 aggregate principal amount of 11.930% Senior Secured First Out Notes Due 2028 (the “Initial Notes”), and (ii) any Additional Notes that may be issued after the Closing Date in compliance with this Indenture;

WHEREAS, the obligations of the Issuer with respect to the due and punctual payment of interest, additional amounts, if any, principal and premium, if any, on the Notes and the performance and observation of each covenant and agreement under this Indenture on the part of the Issuer to be performed or observed will be unconditionally and irrevocably guaranteed by the Guarantors;

WHEREAS, all things necessary (i) to make the Notes, when executed and duly issued by the Issuer and authenticated and delivered hereunder, the valid obligations of the Issuer and (ii) to make this Indenture a valid agreement of the Issuer, have been done; and

WHEREAS, each of the Guarantors party hereto have duly authorized the execution and delivery of this Indenture as guarantors of the Notes, and all things necessary (i) to make the Note Guarantee, when the Notes are executed and duly issued by the Issuer and authenticated and delivered hereunder, the valid obligations of such Guarantors and (ii) to make this Indenture a valid agreement of such Guarantors, in accordance with its terms, have been done.

NOW, THEREFORE, the Issuer, the Guarantors, the Trustee and the Collateral Agents agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes.

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01. Definitions.

“144A Global Note” means one or more Global Notes substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Notes Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

“2029 Notes” means the 11.500% Senior Secured Second Out Notes due 2029 issued by the Issuer pursuant to a base indenture and first supplemental indenture each dated July 14, 2023 among the Issuer, the Guarantors, the Trustee and the Collateral Agents.

“2030 Notes” means the 10.875% Senior Secured Second Out Notes due 2030 issued by the Issuer pursuant to a base indenture and second supplemental indenture each dated July 14, 2023 among the Issuer, the Guarantors, the Trustee and the Collateral Agents.

“Account Bank” means each of the financial institutions set forth in the definitions of TudoAzul Receivables Deposit Account and Azul Viagens Receivables Deposit Account, and any financial institution appointed to such role pursuant to any Collateral Document.

“Account Control Agreements” means (a) any multi-party security and control agreement entered into by any Grantor, a financial institution which maintains one or more deposit accounts or securities accounts and the Applicable Collateral Representative or the U.S. Collateral Agent, as applicable, that have been pledged to an Applicable Collateral Representative or Collateral Agent, as applicable, as Shared Collateral under the Collateral Documents or any other Transaction Document, in each case giving an Applicable Collateral Representative or a Collateral Agent, as applicable, “control” (as defined in Section 9-104 of the UCC) over the applicable account in form and substance reasonably satisfactory to the U.S. Collateral Agent and (b) any corresponding agreement under Brazilian law in favor of the Applicable Collateral Representatives.

“Additional Collateral” means assets that are substantially similar to any of the types of assets or property that comprise any part of the Shared Collateral on the Closing Date, including assets that are required, pursuant to the terms of this Indenture or any other Series of Secured Debt, to become part of the Shared Collateral and assets that the Issuer elects to be added as Shared Collateral; provided that such assets are commonly appraised by Approved Appraisal Firms and the Liens on such assets in favor of the relevant Collateral Agent are perfected on the same basis and to substantially the same extent as the Shared Collateral on the Closing Date is required to be perfected.

“Additional First Priority Secured Debt” means any Indebtedness incurred or issued after the Closing Date that is permitted to be issued or incurred, and to have the status of First Priority Secured Debt (i) pursuant to the Intercreditor Agreement, and (ii) pursuant to the terms of each other Series of Secured Debt (including the Notes) and which constitutes, has rights in respect of the Shared Collateral as, First Priority Secured Debt, pursuant to and in accordance with the Intercreditor Agreement (including Section 8.07 thereof). Notwithstanding any other provision of the Transaction Documents, Additional First Priority Secured Debt can be denominated in, and be payable in, any currency.

“Additional Notes” means additional Notes (other than the Initial Notes) issued under this Indenture in accordance with Section 2.03 and Section 4.10 hereof.

“AerCap Deferral Agreement” means that certain global partial deferral agreement, dated April 4, 2023, entered into between Azul Linhas, the Relevant Lessors and the Parent Guarantor, as may be amended and/or amended and restated from time to time.

“AerCap Forbearance Agreement” means that certain forbearance agreement, dated April 4, 2023, entered into between Azul Linhas, as lessee, and certain lessors of aircraft referred to therein, as lessors (the “Relevant Lessors”), as may be amended and/or amended and restated from time to time.

“AerCap Secured Obligations” means the outstanding amount of the specified payment obligations arising under 57 relevant aircraft leases (the “Relevant Leases”) that are required to be secured by the Shared Collateral pursuant to the terms of (i) the AerCap Forbearance Agreement, and/or the AerCap Deferral Agreement, in each case, as amended and/or amended and restated as in effect as of July 14, 2023, and (ii) any agreements which are stated to supersede any of the agreements referred to in paragraph (i) with respect to the payment obligations referred to in such agreements referred to in paragraph (i); provided that the maximum amount of the AerCap Secured Obligations shall be limited to US$105.0 million that are entitled to be recovered from the proceeds of the Collateral pursuant to, and in accordance with, the Intercreditor Agreement; provided further that each payment of an AerCap Secured Obligation under or in respect of the Relevant Leases after July 14, 2023 shall permanently reduce such amount (such amount as so reduced from time to time, the “AerCap Secured Obligations Cap”).

“AerCap Secured Parties” has the meaning given to such term in the Intercreditor Agreement.

“Affiliate” means, as to any Person, any other Person which directly or indirectly is in control of, or is controlled by, or is under common control with, such Person. For purposes of this definition, a Person shall be deemed to be “controlled by” another Person, if such controlling person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise; provided that Walkers Fiduciary Limited shall not be an Affiliate of the Issuer or the IP Parties.

“Agent” means each of the Trustee, the Collateral Agents and the Notes Depositary.

“Aircraft Financing” means (i) any indebtedness, guarantee, finance lease, operating lease, sale and lease back or other financing arrangements (including any bonds, debentures, notes or similar instruments) in respect of or secured by engines, spare parts, aircraft, airframes or appliances, parts, components, instruments, appurtenances, furnishings or other equipment installed on such engines, spare parts, aircraft, airframes or any other related assets, (ii) any financing arrangements assumed or incurred in connection with the acquisition, construction (including any pre-delivery payments in connection with such acquisition or construction), modifications or improvement of any engines, spare parts, aircraft, airframes or appliances, parts, components, instruments, appurtenances, furnishings or other equipment installed on such engines, spare parts, aircraft, airframes or any other related assets, and (iii) extensions, renewals and replacements of such financing arrangements under clauses (i) and (ii); provided that, in each case under clauses (i), (ii) or (iii), such financing arrangement, if secured, is secured on a usual and customary basis (which may include the collateralization thereof with cash, Cash Equivalents or letters of credit) as determined by the Parent Guarantor or any of its Subsidiaries in good faith for such financing arrangement or Indebtedness in respect of engines, spare parts, aircraft, airframes or appliances, parts, components, instruments, appurtenances, furnishings, other equipment installed on such engines, spare parts, aircraft, airframes or any other related assets.

“Airline Intellectual Property” means the intellectual property of the Parent Guarantor and its Subsidiaries, as described in the appraisal prepared by mba Aviation of such Airline Intellectual Property, as of March 7, 2023.

“Airport Authority” means any city or any public or private board or other body or organization chartered or otherwise established for the purpose of administering, operating or managing airports or related facilities which, in each case, is an owner, administrator, operator or manager of one or more airports or related facilities.

“Allocable Share” means, subject in all respects to the Intercreditor Agreement as to priority with respect to the Shared Collateral, on any date of determination, the proportion equal to (a) the aggregate outstanding principal amount of Notes as of such date of determination divided by (b) the aggregate outstanding principal amount of all Series of First Priority Secured Debt as of such date of determination. For the avoidance of doubt, at any time that the Notes are the only Series of First Priority Secured Debt outstanding, the Allocable Share of the Notes shall be 100%.

“Allocation Date” means, with respect to any Distribution Date, the Business Day that is five Business Days prior to such Distribution Date.

“Allocation Date Statement” means a statement delivered to the Brazilian Collateral Agent by the Parent Guarantor indicating the Required Payments for the next Distribution Date.

“Anticipation” means anticipating (antecipação), factoring, discounting or otherwise accelerating or bringing forward the scheduled payment of any receivables (including doing so through discounting or the payment of finance costs in connection therewith).

“Applicable Collateral Representative” has the meaning given to such term in the Intercreditor Agreement.

“Applicable Procedures” means, with respect to any selection of Notes, transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Notes Depositary, Euroclear and/or Clearstream that apply to such selection, transfer or exchange.

“Appraisal” means one or more appraisal reports in respect of one or more appraisals of the TudoAzul Program, the Azul Viagens Business, the Airline Intellectual Property and any Additional Collateral by an Approved Appraisal Firm (and not, for the avoidance of doubt, including the Azul Cargo Business), which appraisals are prepared using a methodology and form of presentation consistent in all material respects with the methodology and form of presentation of the appraisals included in the Offering Memorandum (or with such deviations, including as to the discount rate, terminal growth rate, discount for lack of marketability and royalty rate charge, as are consistent with market practice for businesses or assets of such type in a manner as determined by the Parent Guarantor in good faith). For the avoidance of doubt, the Appraisals are intended to be a measure of the value of the TudoAzul Program, the Azul Viagens Business, the Airline Intellectual Property and any Additional Collateral and do not reflect the value of the assets and property that comprise the Shared Collateral.

“Approved Appraisal Firm” means each of (i) mba Aviation, BK Associates, BDO, Duff & Phelps, LLC, and in each case any successor of the valuation business of such firms and (ii) any other nationally recognized or internationally recognized independent appraiser that would be reasonably regarded as a peer firm of any of the Persons referred to in (i).

“Assigned Azul Viagens Agreements” means, on any date, each Azul Viagens Agreement the receivables under which are subject to the Azul Viagens Fiduciary Assignment.

“Assigned Azul Viagens Receivables” means (i) receivables arising under the Assigned Azul Viagens Agreements and (ii) the Designated Azul Viagens Credit Card and Debit Card Receivables.

“Assigned TudoAzul Agreements” means, on any date, each TudoAzul Agreement the receivables under which are subject to the TudoAzul Fiduciary Assignment.

“Assigned TudoAzul Receivables” means (i) receivables arising under the Assigned TudoAzul Agreements and (ii) the Designated TudoAzul Credit Card and Debit Card Receivables.

“Available Funds” means the funds available in the USD Payment Account and the USD Collateral Account.

“Azul Cargo Business” means the business of providing cargo transportation services (whether on dedicated freighter flights or utilizing the cargo hold capacity of passenger flights) which is operated, owned or controlled, directly or indirectly, by the Parent Guarantor or any of its Subsidiaries, or principally associated with the Parent Guarantor or any of its Subsidiaries, in each case, as in effect from time to time, whether under the “Azul Cargo” name or otherwise, in each case including any similar or successor business. For the avoidance of doubt, the Azul Cargo Business does not include the transportation of passenger baggage or excess baggage as part of the transportation of airline passengers.

“Azul Cargo Collateral” means, in each case in favor of the Second Out Notes Secured Parties and any Azul Cargo Priority Secured Debt: (i) a Fiduciary Assignment in respect of all of the Designated Azul Cargo Credit Card and Debit Card Receivables and the Azul Cargo Receivables Deposit Account; and (ii) a Fiduciary Transfer in respect of the Azul Cargo Intellectual Property.

“Azul Cargo Collateral Documents” means, collectively, (i) the Brazilian law governed Azul Cargo Fiduciary Assignment in respect of the Designated Azul Cargo Credit Card and Debit Card Receivables, and the Azul Cargo Receivables Deposit Account, (ii) the Brazilian law governed control agreement over the Azul Cargo Receivables Deposit Account (iii) the Brazilian law governed Azul Cargo Intellectual Property Fiduciary Transfer in respect of the Azul Cargo Intellectual Property; and (iv) any other agreements, instruments or documents that create or purport to create a Lien in the Azul Cargo Collateral in favor of the Second Out Notes Trustee, any other collateral agent or representative for the benefit of the Azul Cargo Priority Secured Debt and the Second Out Notes Secured Parties, in each case, as may be amended and restated from time to time, and so long as such agreement, instrument or document shall not have been terminated in accordance with its terms.

“Azul Cargo Domain Names” means all domain names registered in Brazil that, in each case, are owned by the Parent Guarantor or any of its Subsidiaries on July 14, 2023 and, in each case, include each of the words “Azul” and “Cargo,” including the “azulcargo.com.br” and “azulcargoexpress.com.br” domain names, together with certain other domain names registered in Brazil exclusively used by the Azul Cargo Business and set forth in the Azul Cargo Intellectual Property Fiduciary Transfer, which includes a complete list of the Azul Cargo Domain Names.

“Azul Cargo Fiduciary Assignment” means a Fiduciary Assignment in respect of (i) the Designated Azul Cargo Credit Card and Debit Card Receivables, and (ii) the Azul Cargo Receivables Deposit Account, governed by Brazilian law.

“Azul Cargo Intellectual Property” means the Azul Cargo Trademarks and the Azul Cargo Domain Names. For the avoidance of doubt, the Azul Cargo Intellectual Property excludes the Contributed Intellectual Property.

“Azul Cargo Intellectual Property Fiduciary Transfer” means the Fiduciary Transfer in respect of the Azul Cargo Intellectual Property.

“Azul Cargo Priority Secured Debt” means any Indebtedness (other than Indebtedness under the Second Out Notes and the guarantees thereof) of the Parent Guarantor or any of its Subsidiaries that is secured by the Azul Cargo Collateral.

“Azul Cargo Receivables Deposit Account” means the relevant account described in the Azul Cargo Fiduciary Assignment in the name of Azul Linhas in Brazilian reais maintained in Brazil and subject to the Azul Cargo Fiduciary Assignment and an Account Control Agreement (under the sole dominion and control of the Account Bank under the direction of the Brazilian Collateral Agent).

“Azul Cargo Trademarks” means all trademarks registered in Brazil that, in each case, are owned by the Parent Guarantor or any of its Subsidiaries on July 14, 2023 and, in each case, include each of the words “Azul” and “Cargo,” together with certain other trademarks registered in Brazil exclusively used by the Azul Cargo Business and set forth in the Azul Cargo Intellectual Property Fiduciary Transfer, which includes a complete list of the Azul Cargo Trademarks.

“Azul Investments” means Azul Investments LLP, a limited liability partnership formed under the laws of the State of Delaware.

“Azul Linhas Freeflow Account” means an unrestricted account of Azul Linhas maintained in Brazil.

“Azul Linhas 2023 Intercompany Loan Agreement” means that certain loan agreement entered into between the Issuer, as lender, and Azul Linhas, as borrower, dated on or before the Closing Date. The principal amount outstanding under the Azul Linhas 2023 Intercompany Loan Agreement will be payable on the maturity date of the Notes. The principal amount outstanding under the Azul Linhas 2023 Intercompany Loan Agreement may also be prepaid by Azul Linhas in certain circumstances.

“Azul Mobile App IP” means any and all Intellectual Property, including copyrights and Trade Secrets, owned, or later developed or acquired and owned, by the Parent Guarantor or any of its Subsidiaries and embodied in (a) the Azul mobile application, (b) any other mobile application associated with the Azul airline business, the TudoAzul Program or the Azul Viagens Business, or (c) any successor, legacy or companion mobile application with respect to any of the foregoing, including, in each case of (a)-(c), the software and source code thereof.

“Azul Proprietary Technology” means any and all Intellectual Property, including copyrights and Trade Secrets, owned, or later developed or acquired and owned, by the Parent Guarantor or any of its Subsidiaries and embodied in the Parent Guarantor’s proprietary yield management system or proprietary pricing system (each as described in the Parent Guarantor’s annual report on Form 20-F for the year ended December 31, 2022, dated April 19, 2023 and filed with the SEC on April 20, 2023).

“Azul Traveler Data” means (i) data generated, produced or acquired as a result of the issuance, modification or cancellation of customer tickets from the Parent Guarantor or any of its Subsidiaries or for flights on any airline operated by the Parent Guarantor or any of its Subsidiaries, including data in or derived from “passenger name records” (including name and contact information) associated with flights, (ii) payment-related information (other than payment-related information relating solely to the TudoAzul Program (such as the purchase of Points)), and (iii) data that relates to a customer’s flight-related experience, but excluding in the case of clause (i) information that would not be generated, produced or acquired in the absence of the TudoAzul Program (including Clube TudoAzul) or any other Loyalty Program; provided that, for the avoidance of doubt, customer name, contact information (including name, mailing address, email address, and phone numbers), passport information, government identification document information, Tax or other personal identification numbers, customer login to the Azul.com.br website or any successor website and any Azul mobile applications and communication consent preferences (as described in clause (ii) of the definition of “Member Profile Data”) are included in both TudoAzul Customer Data and the Azul Traveler Data; provided that the foregoing communication consent preferences are not specific to the TudoAzul Program (it being understood that if such communication consent preferences are specific to the TudoAzul Program they shall exclusively be TudoAzul Customer Data).

“Azul Viagens Agreements” means any currently existing or future co-branding, partnering or other receivables-generating agreements with third parties entered into by the Parent Guarantor or any of its Subsidiaries in connection with the Azul Viagens Business, including any amendment thereof and any other agreement entered into with the same party in substitution for, or supplementary to, the existing agreements, and all related ancillary documents, emails and agreements.

“Azul Viagens Business” means any Travel Package Business which is operated, owned or controlled, directly or indirectly, by the Parent Guarantor or any of its Subsidiaries, or principally associated with the Parent Guarantor or any of its Subsidiaries, in each case, as in effect from time to time, whether under the “Azul Viagens” name or otherwise, in each case including any similar or successor travel or vacation business, but excluding any Permitted Acquisition Travel Package Business.

“Azul Viagens Domain Names” means (i) any and all domain names and social media accounts throughout the world that, in each case, are owned, or later developed or acquired and owned, by the Parent Guarantor or any of its Subsidiaries and, in each case, include the word “Viagens,” including the “azulviagens.com.br” domain name and (ii) any and all similar, legacy or successor domain names with respect to any of the foregoing.

“Azul Viagens Fiduciary Assignment” means the Fiduciary Assignment in respect of (i) the receivables under the Assigned Azul Viagens Agreements, (ii) the Designated Azul Viagens Credit Card and Debit Card Receivables, and (iii) the Azul Viagens Receivables Deposit Account, governed by Brazilian law.

“Azul Viagens Freeflow Account” means an unrestricted account of Azul Viagens maintained in Brazil.

“Azul Viagens Gross Billings” in any Quarterly Reporting Period means the total amount, calculated in Brazilian reais, of all amounts billed, invoiced or otherwise charged to customers or business partners by the Azul Viagens Business, in such Quarterly Reporting Period, minus any reversals in such amounts billed, invoiced or otherwise charged in respect of such Quarterly Reporting Period.

“Azul Viagens Receivables Deposit Account” means the relevant account described in the Azul Viagens Fiduciary Assignment in the name of Azul Viagens in Brazilian reais maintained in Brazil and subject to the Azul Viagens Fiduciary Assignment and an Account Control Agreement (under the sole dominion and control of the Account Bank under the direction of the Brazilian Collateral Agent).

“Azul Viagens Trademarks” means (i) any and all trademarks, service marks, brand names, designs, and logos throughout the world that, in each case, are owned, or later developed or acquired and owned, by the Parent Guarantor or any of its Subsidiaries and, in each case, include the word “Viagens” (including the combined wordmark “Azul Viagens”), and (ii) any and all successor or legacy brands with respect to any of the foregoing.

“Bankruptcy Code” means the Bankruptcy Reform Act of 1978, as heretofore and hereafter amended, and codified as 11 U.S.C. Section 101 et seq.

“Bankruptcy Event of Default” means any Event of Default described in clause (v) or (vi) of the definition thereof.

“Bankruptcy Law” means the Bankruptcy Code or any similar federal, state or foreign law relating to reorganization, arrangement, adjustment, winding-up, liquidation (including provisional liquidation), restructuring, dissolution, composition or other debtor relief, including, without limitation, Part V of the Companies Act (as revised) of the Cayman Islands and the Companies Winding Up Rules (as revised) of the Cayman Islands, each as revised or amended from time to time, the Brazilian Bankruptcy Law (including, without limitation, the rules that relate to any judicial reorganization, restructuring, liquidation (including provisional liquidation) extrajudicial reorganization, bankruptcy liquidation or ancillary injunctive relief requests), as revised or amended from time to time, and any bankruptcy, insolvency, winding up, reorganization or similar law enacted under the laws of the Cayman Islands, Brazil or any other applicable jurisdiction.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

“Blocked Accounts” means, individually or collectively as the context may require, the USD Blocked Account or the BRL Blocked Account.

“Board of Directors” means:

(1)with respect to a corporation or an exempted company, the board of directors of the corporation or exempted company, as applicable, or any committee thereof duly authorized to act on behalf of such board;

(2)with respect to a partnership, the board of directors of the general or managing partner of the partnership, or a shareholders of the general or managing partner of the partnership, or in each case, any committee thereof;

(3)with respect to a limited liability company, the managing member or members, manager or managers or any controlling committee of managing members or managers thereof; and

(4)with respect to any other Person, the board or committee of such Person serving a similar function.

“Brazilian Bankruptcy Law” means Law No. 11,101, dated February 9, 2005, as amended, including by Law No. 14,112, dated December 24, 2020 (or any successor law).

“Brazilian Collateral Documents” means the Collateral Documents governed by Brazilian law, including each Fiduciary Assignment and each Account Control Agreement governed by Brazilian law.

“Brazilian Guarantors” means the Parent Guarantor, Azul Linhas, IntelAzul and Azul Viagens.

“BRL Blocked Account” means the account described in the relevant Fiduciary Assignment and the relevant Account Control Agreements in the name of Azul Linhas in Brazilian reais maintained in Brazil and subject to such Fiduciary Assignment and such Account Control Agreements (under the sole dominion and control of the Account Banks under the direction of the Brazilian Collateral Agent and with permission to hold balances through investments in Cash Equivalents).

“BRL Collateral Account” means the account described in the relevant Fiduciary Assignment and the relevant Account Control Agreement in the name of Azul Linhas in Brazilian reais maintained in Brazil and subject to such Fiduciary Assignment and such Account Control Agreement (under the sole dominion and control of the Account Bank under the direction of the Brazilian Collateral Agent) into which amounts from the Collection Accounts are to be transferred in the event of an exercise of Cash Control and on each Post-Default Distribution Date when a Remedies Direction has been given and remains in effect.

“BRL Payment Account” means the account described in the relevant Fiduciary Assignment and the relevant Account Control Agreement in the name of the Parent Guarantor in Brazilian reais maintained in Brazil and subject to such Fiduciary Assignment and such Account Control Agreement (under the sole dominion and control of the Account Bank under the direction of the Brazilian Collateral Agent) into which amounts from the Collection Accounts are to be transferred when no Remedies Direction has been given and remains in effect.

“BRL Payment Waterfall” has the meaning given to such term in the Intercreditor Agreement.

“BRL Required Payments” means the amounts necessary to satisfy in full all obligations then due and payable under clauses (1) through (5) of the BRL Payment Waterfall.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in (i) New York City, (ii) the City of São Paulo, and (iii) each other city in which the corporate trust office of the Trustee or the head office of any Collateral Agent is located (in each case, as set forth in the Intercreditor Agreement, as such locations may be updated pursuant to the Intercreditor Agreement) are required or authorized to remain closed.

“Capital Lease Obligations” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized and reflected as a liability on a balance sheet prepared in accordance with IFRS, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.

“Capital Stock” means, with respect to any Person, any and all shares, shares of stock, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated, whether voting or non-voting) such Person’s equity, including any preferred stock, but excluding any debt securities convertible into or exchangeable for such equity.

“Cash Control” means to instruct the applicable Account Bank that amounts in the Collection Accounts must be transferred to the BRL Collateral Account and held as Shared Collateral for the Secured Obligations until such time as the Controlling Creditors (under clause (a) or (b) of the definition thereof) shall provide other instructions in accordance with the Intercreditor Agreement.

“Cash Control Instruction” means an instruction to the Collateral Agents by a Representative of any Series of Secured Debt as to which an Event of Default (or equivalent event) has occurred and is continuing, to exercise Cash Control.

“Cash Equivalents” means (x) in the case of U.S. dollars and accounts located in the United States, any or all of the following:

(1)direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States), in each case maturing within one year from the date of acquisition thereof;

(2)direct obligations of state and local government entities, in each case maturing within one year from the date of acquisition thereof, which have a rating of at least A- (or the equivalent thereof) from S&P, A3 (or the equivalent thereof) from Moody’s or A- (or the equivalent thereof) from Fitch;

(3)obligations of domestic or foreign companies and their subsidiaries (including, without limitation, agencies, sponsored enterprises or instrumentalities chartered by an Act of Congress, which are not backed by the full faith and credit of the United States), including, without limitation, bills, notes, bonds, debentures, and mortgage-backed securities, in each case maturing within one year from the date of acquisition thereof;

(4)commercial paper maturing within 365 days from the date of acquisition thereof and having, at such date of acquisition, a rating of at least A-2 (or the equivalent thereof) from S&P, P-2 (or the equivalent thereof) from Moody’s or F2 (or the equivalent thereof) from Fitch;

(5)certificates of deposit (including Investments made through an intermediary, such as the certificated deposit account registry service), banker’s acceptances, time deposits, eurodollar time deposits and overnight bank deposits maturing within one year from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any other commercial bank of recognized standing organized under the laws of the United States or any State thereof that has a combined capital and surplus and undivided profits of not less than US$250.0 million;

(6)fully collateralized repurchase agreements with a term of not more than six months for underlying securities that would otherwise be eligible for investment;

(7)money in an investment company registered under the Investment Company Act of 1940, as amended, or in pooled accounts or funds offered through mutual funds, investment advisors, banks and brokerage houses which invest its assets in obligations of the type described in clauses (1) through (6) above. This could include, but not be limited to, money market funds or short-term and intermediate bonds funds;

(8)money market funds that (A) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended, (B) are rated AAA (or the equivalent thereof) by S&P, Aaa (or the equivalent thereof) by Moody’s or AAA (or the equivalent thereof) from Fitch and (C) have portfolio assets of at least US$5.0 billion;

(9)deposits available for withdrawal on demand with commercial banks organized in the United States having capital and surplus in excess of US$100.0 million;

(10)securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A- by S&P, A3 by Moody’s or A- (or the equivalent thereof) from Fitch; and

(11)any other securities or pools of securities that are classified under IFRS as cash equivalents or short-term investments on a balance sheet;

and

(y) in the case of Brazilian real, and accounts located in Brazil,

means:

(1)Brazilian real, U.S. dollars, or money in other currencies received in the ordinary course of business that are readily convertible into U.S. dollars;

(2)securities issued or directly and fully guaranteed or insured by the United States or the Brazil governments or any agency or instrumentality of the United States or Brazil governments (provided that the full faith and credit of the United States or Brazil, as the case may be, is pledged in support of those securities) either having maturities of not more than 12 months from the date of acquisition;

(3)(i) demand deposits, (ii) time deposits and certificates of deposit with maturities of one year or less from the date of acquisition, (iii) bankers’ acceptances with maturities not exceeding one year from the date of acquisition, and (iv) overnight bank deposits, in each case with any bank or trust company organized or licensed under the laws of the Republic of Brazil or any political subdivision thereof or the United States or any state thereof having capital, surplus and undivided profits in excess of US$500.0 million whose long-term debt is rated “A-2” or higher by Fitch or S&P or “P-2” or higher by Moody’s (or such similar equivalent rating) by at least one nationally recognized statistical rating organization (as defined under Rule 436 of the Securities Act);

(4)repurchase obligations with a term of not more than seven days for underlying securities of the type described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5)commercial paper rated A-1 or higher by Fitch or S&P or P-1 or higher by Moody’s (or such similar equivalent rating) and maturing no later than one year after the date of acquisition; and

(6)money market funds at least 95% of the assets of which consist of investments of the type described in clauses (1) through (5) above.

“Cayman Equitable Share Mortgages” means the Cayman Islands law governed equitable share mortgages over (i) shares in IP Co, dated July 14, 2023 between IP HoldCo and the U.S. Collateral Agent and (ii) shares in IP HoldCo, dated July 14, 2023, between each of (a) Azul Linhas, (b) IntelAzul, (c) Azul Viagens and (d) the Parent Guarantor, and the U.S. Collateral Agent, in each case for the benefit of the Secured Parties and as each such equitable share mortgage is confirmed pursuant to the applicable deed of confirmation dated July 20, 2023.

“Change of Control” means the occurrence of either a “Specified Obligor Change of Control” or a “Parent Change of Control,” as applicable.

“Chapter 11 Case Milestones” means that, during any time that any Obligor (each a “Chapter 11 Debtor”) is subject to a proceeding under chapter 11 of the Bankruptcy Code (provided that, if Azul Linhas is not such Obligor, Azul Linhas is also subject to such a proceeding at such time):

(a)the Obligors shall continue to perform its respective obligations under the Transaction Documents and there shall be no material interruption in the flow of funds under such Transaction Documents (including the use of the Collection Accounts to receive payments as contemplated by the Transaction Documents) in accordance with the terms thereunder (in each case other than any payment default in respect of principal under any of the Transaction Documents that has become due as a result of a Bankruptcy Automatic Acceleration); provided, that (i) the performance by the Obligors under this clause (a) shall in all respects be subject to any applicable materiality qualifiers, cure rights and/or grace periods provided for under the respective Transaction Documents, and (ii) the Obligors shall have 45 days from the Petition Date to cure any failure to perform that requires court authorization to perform;

(b)the Chapter 11 Debtors shall file with the applicable U.S. bankruptcy court (the “Bankruptcy Court”), within ten days of the date of petition in respect of such proceeding under chapter 11 of the Bankruptcy Code (the “Petition Date”), a customary and reasonable motion to assume all Transaction Documents to which such Chapter 11 Debtors are a party under section 365 of the Bankruptcy Code (the “Assumption Motion”), and shall thereafter pursue (including by contesting any objections to) the approval of the Assumption Motion;

(c)the Bankruptcy Court shall have entered a customary and reasonable final order (the “Assumption Order”) granting the Assumption Motion, within 60 days after the Petition Date, and such Assumption Order shall not be amended, stayed, vacated, or reversed;

(d)the parties agree and acknowledge that the Assumption Motion and Assumption Order shall be customary and reasonable and the Assumption Order shall provide, among other things, that: (i) the Chapter 11 Debtors are authorized to assume and perform all obligations under the applicable Transaction Documents and implement actions contemplated thereby and, pursuant to the Assumption Order, will assume such Transaction Documents pursuant to section 365 of the Bankruptcy Code; (ii) such Transaction Documents are binding and enforceable against the parties thereto in accordance with their terms, without exception or amendment; (iii) any amounts payable under such Transaction Documents are actual and necessary costs and expenses of preserving the Chapter 11 Debtors’ estates and shall be entitled to priority as an allowed administrative expenses of the Chapter 11 Debtors pursuant to sections 503(b) and 507(a)(2) of the Bankruptcy Code; (iv) the Chapter 11 Debtors must cure any defaults under such Transaction Documents as a condition to assumption; and (v) the Chapter 11 Debtors are authorized to take any action necessary to implement the terms of the Assumption Order;

(e)each of the Chapter 11 Debtors and each other Obligor (i) shall not take any action to materially interfere with the assumption of the applicable Transaction Documents, or support any other Person to take any such action; and (ii) shall take all steps commercially reasonably necessary, to contest any action that would materially interfere with the assumption of such Transaction Documents, including, without limitation, litigating any objections and/ or appeals;

(f)each of the Chapter 11 Debtors and each other Obligor (i) shall not file any motion seeking to avoid, reject, disallow, subordinate, or recharacterize any obligation under the applicable Transaction Documents or support any other person to take any such action and (ii) shall take all steps commercially reasonably necessary, to contest any action that would seek to avoid, reject, disallow, subordinate, or recharacterize any obligation under such Transaction Documents, including, without limitation, litigating any objections and/or appeals;

(g)in the event there is an appeal of the Assumption Order, the Chapter 11 Debtors shall pursue a court order requiring any appellants to post a cash bond in an amount equal to US$50 million, to an account held solely for the sole benefit of the Secured Parties;

(h)the proceeding under chapter 11 under the Bankruptcy Code shall not, and is not converted into, a case under chapter 7 of the Bankruptcy Code; and

(i)each of any plan of reorganization filed or supported by any Chapter 11 Debtor shall either (i) expressly provide for assumption of the Transaction Documents to which such Chapter 11 Debtor is party and reinstatement or replacement of each of the related guarantees, subject to applicable cure periods or (ii) provide that the Notes are paid in full in cash on the effective date of the plan of reorganization.

For the avoidance of doubt, notwithstanding the foregoing, during the pendency of and following any stay or appeal of the Assumption Order, the Obligors must continue to perform all obligations under the Transaction Documents, including making any and all payments under the Transaction Documents in accordance with the terms thereof and as described above (in each case other than any payment default under any of the Transaction Documents as a result of a Bankruptcy Automatic Acceleration) and, in the event of any such payment default (subject to any applicable cure or grace periods under the applicable Transaction Documents and except as provided above), nothing shall limit any of the Holders’, the Trustee’s or any Collateral Agent’s rights and remedies including but not limited to any termination rights under the Transaction Documents.

As used in the definition of “Chapter 11 Case Milestones,” the term Transaction Documents also includes the Secured Debt Documents relating to the Second Out Notes and any Additional First Priority Secured Debt.

“Clearstream” means Clearstream Banking S.A. and its successors.

“Closing Date” means the date of original issuance of the Initial Notes.

“Closing Date Active Travel Agent Counterparties” means any travel agent to whom the Azul Viagens Business has billed, invoiced or otherwise charged more than a de minimis amount in the last twelve months prior to the Closing Date.

“Closing Date Assigned Azul Viagens Agreement” means the Azul Viagens Agreement entered into by Azul Linhas with Aymoré Crédito, Financiamento e Investimento S.A.

“Closing Date Assigned TudoAzul Agreements” means the TudoAzul Agreements entered into by Azul Linhas with (i) Caixa Econômica Federal, (ii) Banco Itaucard S.A. and IUPP S.A., (iii) Livelo S.A. and (iv) Banco Santander (Brasil) S.A. and Esfera Fidelidade S.A.

“Clube TudoAzul” means the subscription-based product of the Parent Guarantor or any of its Subsidiaries through which members pay a recurring amount per month in exchange for Points, access to promotions and other benefits which is operated, owned or controlled, directly or indirectly, by the Parent Guarantor or any of its Subsidiaries, as in effect from time to time, whether under the “Clube TudoAzul” name or otherwise, in each case including any similar or successor products, services or programs.

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time.

“Collateral Account” means, individually or collectively as the context may require, the USD Collateral Account and the BRL Collateral Account.

“Collateral Agent” means each of the U.S. Collateral Agent and the Brazilian Collateral Agent.

“Collateral Documents” means, collectively, (i) the Indenture, any Account Control Agreement, the Security Agreement, each Brazilian Collateral Document, the Cayman Equitable Share Mortgages, the Intercreditor Agreement and other agreements, instruments or documents that create or purport to create a Lien in the Shared Collateral in favor of a Collateral Agent for the benefit of the Secured Parties or the Trustee for the benefit of the Notes Secured Parties, in each case, as may be amended, amended and restated, supplemented or otherwise modified from time to time, and so long as such agreement, instrument or document shall not have been terminated in accordance with its terms, and (ii) the IP Agreements in respect of (A) the rights of the U.S. Collateral Agent thereunder and (B) the rights of any IP Party thereunder after any exercise of remedies over the shares of such IP Party.

“Collateral Sale” means the Disposition of any Shared Collateral.

“Collection Account” means, individually or collectively as the context may require, (i) the TudoAzul Receivables Deposit Account, and (ii) the Azul Viagens Receivables Deposit Account.

“Collections” means, with respect to any Quarterly Reporting Period, the aggregate amount of all amounts deposited to the Collection Accounts (including any Points Allocation Release Amounts deposited into the TudoAzul Receivables Deposit Account) during such Quarterly Reporting Period.

“Competitor” means (i) any person operating a commercial passenger air carrier business, a Loyalty Program or a Travel Package Business, (ii) any other person that competes with the business of the Parent Guarantor or any of its respective Subsidiaries, and (iii) any affiliate of any person described in clause (i) or (ii) (other than any affiliate of such person under common control with such person, which affiliate is not actively involved in the management and/or operations of such person).

“Consolidated Net Income” means, for any period, the aggregate net income (or loss) of the Parent Guarantor and its Subsidiaries for such period determined on a consolidated basis in conformity with IFRS.

“Consolidated Total Assets” means, as of any date of determination, the total assets of the Parent Guarantor and its Subsidiaries as of such date determined on a consolidated basis in conformity with IFRS.

“Contingent Payment Event” means any indemnity, termination payment or liquidated damages under a TudoAzul Agreement or an Azul Viagens Agreement.

“Contribution Agreement” means each of the New York law governed agreements set forth on Schedule 1.01(a) and each other contribution agreement entered into after July 14, 2023 pursuant to which (a) any Contributing Party contributes all of its respective right, title and interest in and to the Contributed Assets to IP HoldCo, and (b) IP HoldCo then contributes all of its right, title and interest in and to such Contributed Assets to IP Co.

“Contributed Assets” means (a) each Contributing Party’s and IP HoldCo’s respective rights to the Contributed Intellectual Property (other than the Specified IP (but only for so long as it constitutes Specified IP) and any “intent to use” trademark applications for which a statement of use has not been filed with and accepted by the United States Patent and Trademark Office (but only until such statement is filed and accepted)) and (b) all rights to establish, create, organize, initiate, participate, operate, assist, benefit from, promote or otherwise be involved in or associated with, in any capacity, (i) the TudoAzul Program (including Clube TudoAzul), or any other Loyalty Program (other than a Permitted Acquisition Loyalty Program), or (ii) the Azul Viagens Business, or any other Travel Package Business (other than a Permitted Acquisition Travel Package Business).

“Contributing Party” means the Parent Guarantor or any of its Subsidiaries (including Azul Linhas, IntelAzul and Azul Viagens), in each case, in its capacity as a party to any Contribution Agreement.

“Controlled Accounts” means the Collection Accounts, the Payment Accounts, the Blocked Accounts, and the Collateral Accounts.

“Controlling Creditors” has the meaning given to such term in the Intercreditor Agreement.

“Convertible Debentures” means the convertible debentures (ISIN:BRAZULDBP005) issued by the Parent Guarantor pursuant to the Convertible Debentures Indenture and guaranteed by the other Obligors pursuant to the Convertible Debentures Indenture and the Convertible Debentures New York Law Guarantee. For the avoidance of doubt, for the purposes of the definition of “Permitted First Priority Secured Debt,” all of the Indebtedness under the Convertible Debentures prior to July 14, 2023 shall be deemed to have been incurred prior to July 14, 2023 notwithstanding the amendments to the Convertible Debentures effected on July 14, 2023.

“Convertible Debentures Documents” means (i) the Convertible Debentures, (ii) the Convertible Debentures Indenture, and (iii) the Convertible Debentures New York Law Guarantee.

“Convertible Debentures Indenture” means the Private Instrument of Indenture for the First Issuance of Debentures Convertible Into Preferred Shares Guaranteed by Collateral with Additional Guarantee of Azul S.A. (Instrumento Particular de Escritura de Emissão de Debêntures Conversíveis em Ações Preferenciais, da Espécie com Garantia Real, com Garantia Fidejussória Adicional, da Primeira Emissão de Azul S.A.) dated October 26, 2020 (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time (including as amended and restated as of July 14, 2023 pursuant to the second amendment (segundo aditamento) thereof)) pursuant to which the Convertible Debentures have been issued and are guaranteed by the Obligors pursuant to the laws of Brazil.

“Convertible Debentures New York Law Guarantee” means the guarantee agreement dated October 26, 2020 between the Parent Guarantor, Azul Linhas and Vórtx Distribuidora de Títulos e Valores Mobiliários Ltda., as a representative of the Convertible Debentures (the “Convertible Debentures Representative”) (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time (including the amended and restated guarantee agreement entered into as of July 14, 2023 between the Obligors, the Convertible Debentures Representative and the Brazilian Collateral Agent (in its capacity as collateral agent for the Convertible Debentures)) pursuant to which the obligations under the Convertible Debentures are guaranteed pursuant to a guarantee governed by the laws of the State of New York.

“Convertible Debentures Secured Parties” means the Convertible Debentures Representative, the Brazilian Collateral Agent (in its capacity as collateral agent for the Convertible Debentures) and the holders of the Convertible Debentures.

“Corporate Trust Office” shall be at the address of the Trustee or such other address as to which the Trustee may give notice to the Holders of the Notes and the Issuer.

“Cure Amount” means, to the extent that Collections deposited into the Collection Accounts with respect to any Quarterly Reporting Period are insufficient to satisfy the DSCR Test for such Quarterly Reporting Period, the funds (which shall not constitute proceeds of Shared Collateral or Net Proceeds of (i) any Collateral Sale, Recovery Event or Contingent Payment Event or (ii) Indebtedness incurred by the Issuer, IntelAzul, Azul Viagens or any IP Party), the Parent Guarantor or any of its Subsidiaries may deposit, or cause to be deposited into the Collection Accounts prior to the end of such Quarterly Reporting Period, in an amount necessary to satisfy the DSCR Test for such Quarterly Reporting Period; provided that such deposit and deemed cures shall not occur more than five times in aggregate or in more than two Quarterly Reporting Periods in any four Quarterly Reporting Periods.

“CRS” means the OECD Standard for Automatic Exchange of Financial Account Information—Common Reporting Standard.

“Currency” means miles, points and/or other units that are a medium of exchange constituting a convertible, virtual, and private currency that is tradable property and that can be sold or issued to Persons.

“Currency Conversion Rate” means the PTAX Rate on (a) for purposes of the Payment Waterfalls, each Allocation Date, and (b) for purposes of the Post-Default Waterfalls, the date that is two Business Days before the applicable Post-Default Distribution Date.

“CVM” means the Brazilian Securities Commission (Comissão de Valores Mobiliários).

“Data Protection Laws” means all laws, rules and regulations applicable to each Obligor or any of their respective Subsidiaries regarding privacy, data protection and data security, including with respect to the collection, storage, transmission, transfer (including cross-border transfers), processing, encryption, security, safeguarding, loss, disclosure and use of Personal Data (including Personal Data of employees, contractors, customers, loan applicants and third parties), Online Tracking Data, and email and mobile communications, including any approvals or notices required in connection therewith.

“Day Count Fraction” means the number of days elapsed in such period on a 30/360 basis.

“Debt Service Coverage Ratio” means, with respect to any determination date, the ratio obtained by dividing (i) the sum of (x) the aggregate amount of all amounts deposited to the Collection Accounts (including any Points Allocation Release Amount deposited into the TudoAzul Receivables Deposit Account) during the four most recently completed Quarterly Reporting Periods, provided that, with respect to amounts deposited into the Azul Viagens Receivables Deposit Account, such amounts shall be included net of the related cost of goods sold and commissions, minus any Voluntary Contributions, plus (y) any Cure Amounts (and any other cure amounts available under any Permitted First Priority Secured Debt) deposited to the Collection Accounts (including any Points Allocation Release Amount deposited into the TudoAzul Receivables Deposit Account) during such four most recently completed Quarterly Reporting Periods by (ii) all cash interest paid or required to be paid on Secured Debt (including the Notes) during the four most recently completed Quarterly Reporting Periods. The Debt Service Coverage Ratio shall be calculated by (A) converting the amounts deposited to the Collection Accounts (including any Points Allocation Release Amount deposited into the TudoAzul Receivables Deposit Account) in any Quarterly Reporting Period from Brazilian reais into U.S. dollars using the average PTAX Rate over such Quarterly Reporting Period (calculated by aggregating the PTAX Rates for each day such rate was published during the applicable Quarterly Reporting Period divided by the number of days in such Quarterly Reporting Period for which the PTAX Rate was published) and (B) the conversion of Secured Debt from Brazilian reais into U.S. dollars utilizing the PTAX Rate as of the last Business Day of the most recently completed Quarterly Reporting Period. Until the Parent Guarantor has provided, pursuant to the terms of this Indenture, financial statements in respect of four Quarterly Reporting Periods that commenced after the Closing Date, the Parent Guarantor shall, on any determination date, calculate the Debt Service Coverage Ratio on a pro forma basis in respect of the relevant four most recently completed Quarterly Reporting Periods (including, for the avoidance of doubt, Quarterly Reporting Periods prior to the Closing Date) as if the Closing Date had occurred on, and all the Secured Debt outstanding on the Closing Date had been incurred on, the first day of the first Quarterly Reporting Period in such period of four Quarterly Reporting Periods

“Deeds of Undertaking” means (i) the deed of undertaking entered into on July 14, 2023 among IP Co, IP HoldCo, the U.S. Collateral Agent and Walkers Fiduciary Limited and (ii) the deed of undertaking entered into on July 14, 2023 among IP HoldCo, the Parent Guarantor, Azul Linhas, IntelAzul, Azul Viagens, the U.S. Collateral Agent and Walkers Fiduciary Limited.

“Default” means any event that, unless cured or waived, is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.08 hereof, substantially in the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Increases or Interests in the Global Note” attached thereto.

“Deposit Account” has the meaning given to such term in the UCC.

“Designated Azul Cargo Credit Card and Debit Card Receivables” means credit card and debit card receivables generated by the Azul Cargo Business.

“Designated Default Event” has the meaning given to such term in the Intercreditor Agreement.

“Discharge of First Priority Secured Obligations” means the irrevocable payment in full in cash of the principal of and interest (including interest and other amounts accruing (or which would, absent the commencement of an insolvency proceeding, accrue) on or after the commencement of any insolvency proceeding, whether or not such interest would be allowed in such insolvency proceeding), premium, and all other amounts (including penalties) due and owing with respect to all indebtedness outstanding under the First Priority Secured Debt Documents (including the Notes Documents) (other than unasserted contingent indemnification obligations and unasserted expense reimbursement obligations) whether or not such amounts are disallowed vis-a-vis the Obligors, and, for purposes of this definition, the AerCap Secured Obligations shall constitute principal up to the AerCap Secured Obligations Cap.

“Distribution Date” means any date on which interest, principal or premium is due and payable under one or more Series of Secured Debt and any scheduled payment date for a Waterfall AerCap Payment under the AerCap Secured Obligations which is deemed to be a Distribution Date pursuant to the Intercreditor Agreement.

“Disposition” means, with respect to any property, any sale, lease, sale and leaseback, conveyance, transfer, license, or other disposition thereof. The terms “Dispose” and “Disposed of” shall have correlative meanings.

“Disqualified Capital Stock” means that portion of any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than as a result of a change of control or asset sale), is convertible or exchangeable for Indebtedness or Disqualified Capital Stock, or is redeemable at the option of the holder of the Capital Stock, in whole or in part (other than as a result of a change of control or asset sale), on or prior to the date that is 91 days after the last date on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Capital Stock solely because the holders of the Capital Stock have the right to require the Parent Guarantor or any of its Subsidiaries to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Capital Stock if the terms of such Capital Stock provide that the Parent Guarantor or any of its Subsidiaries may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 4.12.

“DSCR Cure” means, the deposit of Cure Amounts in a Collection Account during a Quarterly Reporting Period in which such Cure Amounts are necessary to satisfy the DSCR Test for such Quarterly Reporting Period.

“DSCR Test” means a test that shall be satisfied in respect of a Quarterly Reporting Period if the ECF DSCR for such Quarterly Reporting Period, as set forth in a DSCR Calculation Certificate, is not less than 2.00x.

“DTC” means The Depository Trust Company.

“ECF DSCR” means, with respect to any determination date, the ratio obtained by dividing (i) the sum of (x) the aggregate amount of all amounts deposited to the Collection Accounts (including any Points Allocation Release Amounts deposited into the TudoAzul Receivables Deposit Account) during the four most recently completed Quarterly Reporting Periods, provided that, with respect to amounts deposited into the Azul Viagens Receivables Deposit Account, such amounts shall be included net of the related cost of goods sold and commissions (or, until four Quarterly Reporting Periods have elapsed since July 14, 2023, amounts that would have been required to be deposited into the Collection Accounts pursuant to the terms hereof if the Collection Accounts had existed on such earlier dates), minus any Voluntary Contributions, plus (y) any Cure Amounts (and any other cure amounts available under any Permitted First Priority Secured Debt) deposited to the Collection Accounts (including any Points Allocation Release Amounts deposited into the TudoAzul Receivables Deposit Account) during such four most recently completed Quarterly Reporting Periods by (ii) the product of (x) all cash interest paid or required to be paid on all First Priority Secured Debt during the most recently completed Quarterly Reporting Period multiplied by (y) four. The ECF DSCR shall be calculated by (A) converting the amounts deposited to the Collection Accounts (including any Points Allocation Release Amounts deposited into the TudoAzul Receivables Deposit Account) in any Quarterly Reporting Period from Brazilian reais into U.S. dollars using the average PTAX Rate over such Quarterly Reporting Period (calculated by aggregating the PTAX Rates for each day such rate was published during the applicable Quarterly Reporting Period divided by the number of days in such Quarterly Reporting Period for which the PTAX Rate was published) and (B) the conversion of Secured Debt from Brazilian reais into U.S. dollars utilizing the PTAX Rate as of the last Business Day of the most recently completed Quarterly Reporting Period.

“ECF Offer Applicable Period” means the period commencing on the occurrence of a ECF Offer Event, and ending on the earlier of (a) the date (if any) on which the ECF Offer Cure occurs and (b) the date that all Notes Secured Obligations (other than contingent obligations not due and owing) have been discharged.

“ECF Offer Cure” shall be deemed to occur on the earlier of (i) the occurrence of a DSCR Cure with respect to the ECF Offer Event and (ii) the first day of the Quarterly Reporting Period following two consecutive Quarterly Reporting Periods for which the DSCR Test has been satisfied after the Quarterly Reporting Period for which the ECF Offer Event was triggered

“ECF Offer Event” means the last date in any Quarterly Reporting Period for which the DSCR Test is not satisfied for such Quarterly Reporting Period.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means a private or public offering for cash by the Parent Guarantor or any direct or indirect parent of the Parent Guarantor, as applicable, of its Capital Stock (in the case of any direct or indirect parent of Azul, to the extent such cash proceeds are contributed to the Parent Guarantor), other than (x) public offerings with respect to the Parent Guarantor’s or any such direct or indirect parent’s, as applicable, Capital Stock registered on Form S-4, F-4 or S-8, or (y) an issuance to any Subsidiary of the Parent Guarantor or (z) any offering of Capital Stock issued in connection with a transaction that constitutes a Change of Control.

“Euroclear” means Euroclear Bank SA/NV and its successors, as operator of the Euroclear System.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Exchange Rate” means, on any day, the rate at which the currency other than the Required Currency may be exchanged into the Required Currency at approximately 11:00 a.m., New York City time, on such date on the Bloomberg Key Cross Currency Rates Page for the relevant currency. To the extent that such rate does not appear on any Bloomberg Key Cross Currency Rate Page, the Exchange Rate shall be determined by Azul in good faith.

“FATCA”: Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code, or any U.S. or non-U.S. fiscal or regulatory legislation, rules, practices or guidance notes adopted pursuant to any such intergovernmental agreement, including the US IGA.

“Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in good faith by the Board of Directors of the Parent Guarantor the relevant Subsidiary of the Parent Guarantor; provided that the Board of Directors of the Parent Guarantor or the relevant Subsidiary of the Parent Guarantor shall be permitted to consider the circumstances existing at such time (including, without limitation, economic or other conditions affecting the airline industry generally and any relevant legal compulsion, judicial proceeding or administrative order or the possibility thereof) in determining such Fair Market Value in connection with such transaction.

“Fiduciary Assignment” means a fiduciary assignment (cessão fiduciária) governed by Brazilian law.

“Fiduciary Transfer” means a fiduciary transfer (alienação fiduciária) governed by Brazilian law.

“First Priority Secured Debt” means each of (i) the AerCap Secured Obligations, (ii) the Convertible Debentures, (iii) the Notes; and (iv) each series of Additional First Priority Secured Debt.

“First Priority Secured Debt Documents” means each of (i) the Notes Documents, (ii) the Relevant Leases, as amended pursuant to the terms of the AerCap Deferral Agreement and any agreements which are stated to supersede the AerCap Deferral Agreement, (iii) the Convertible Debentures Documents, and (iv) each financing agreement evidencing Additional First Priority Secured Debt and the related financing documents executed in connection therewith governing the designation of Additional First Priority Secured Debt in accordance with the Intercreditor Agreement.

“First Priority Secured Debt Representative” means (a) in the case of the AerCap Secured Obligations, AerCap Administrative Services Limited, (b) in the case of the Convertible Debentures, the Convertible Debentures Representative, (c) with respect to the Notes, the Trustee, and (d) in the case of any other First Priority Secured Debt, the trustee, agent or representative of the holders of such First Priority Secured Debt who maintains the transfer register for such Series of First Priority Secured Debt and (i) is appointed as a representative of the holders of such First Priority Secured Debt (for purposes related to the administration of the First Priority Secured Debt Documents) pursuant to the First Priority Secured Debt Documents, together with its successors in such capacity, and (ii) who has executed a joinder to the Intercreditor Agreement and such Indebtedness is governed by a credit agreement, note purchase agreement, indenture, debenture or other agreement that includes a confirmation of the sharing of Liens and priorities with the other First Priority Secured Debt.

“First Priority Secured Obligations” means, in each case, without duplication, (a) the First Priority Secured Debt and all other Obligations (as such term or any similar or analogous term is defined in such First Priority Secured Debt Documents) in respect of First Priority Secured Debt (including the Convertible Debentures Secured Obligations and the AerCap Secured Obligations) to the extent provided in the relevant First Priority Secured Debt Documents, (b) any and all sums due and owing to any Collateral Agent, any First Priority Secured Debt Representative, and the Trustee, and (c) in the event of any proceeding for the collection or enforcement of the obligations described in clauses (a) and (b) above after a Remedies Direction has been provided (including any Remedies Action), the expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Shared Collateral, or of any exercise by any Collateral Agent of its rights under the Collateral Documents, together with any reasonable, documented, out-of-pocket attorneys’ fees and court costs.

“First Priority Secured Parties” means the First Priority Secured Debt Representatives and the holders of First Priority Secured Obligations (including the Convertible Debentures Secured Parties and the AerCap Secured Parties).

“Fitch” means Fitch, Inc., also known as Fitch Ratings, and its successors.

“Freeflow Account” means the Azul Linhas Freeflow Account and the Azul Viagens Freeflow Account.

“Global Note Legend” means the legend set forth in Section 2.08(g)(ii) hereof, which is required to be placed on all Global Notes issued under this Indenture.

“Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes, substantially in the form of Exhibit A hereto, issued in accordance with Section 2.03, Section 2.08(b) or Section 2.08(d) hereof.

“Government Securities” means securities that are:

(1)direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or

(2)obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the Person thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided, that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

“Governmental Authority” means the government of the United States of America, Brazil, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank organization, or other entity exercising executive, legislative, judicial, taxing or regulatory powers or functions of or pertaining to government. Governmental Authority shall not include any Person in its capacity as an Airport Authority.

“Grantor” means each Obligor that shall at any time pledge Shared Collateral under a Collateral Document.

“Guarantee” means a guarantee (other than (i) by endorsement of negotiable instruments for collection or (ii) customary contractual indemnities, in each case in the ordinary course of business), direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions).

“Head License” means that certain license agreement entered into between IP Co and IP HoldCo dated as of July 14, 2023, pursuant to which IP Co has granted to IP HoldCo an exclusive, irrevocable (except as set forth therein), perpetual (except as set forth therein), worldwide license to the Contributed Intellectual Property (with the right to sublicense solely to Azul Linhas).

“Hedging Obligations” means, with respect to any Person, all obligations and liabilities of such Person under:

(1)interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements;

(2)other agreements or arrangements designed to manage interest rates or interest rate risk; and

(3)other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates, fuel prices or other commodity prices, but excluding (x) clauses in purchase agreements and maintenance agreements pertaining to future prices and (y) fuel purchase agreements and fuel sales that are for physical delivery of the relevant commodity.

“Holder” means a “noteholder,” which means the Person in whose name a Note is registered on the Registrar’s books, which shall initially be the respective nominee of DTC.

“IFRS” means International Financial Reporting Standards as adopted by the International Accounting Standards Board which are in effect from time to time.

“incur” means to incur, create, issue, assume, guarantee or otherwise become liable for Indebtedness. The term “incurrence” when used as a noun shall have a correlative meaning. The accrual of interest, the accretion or amortization of original issue discount and the payment of regularly scheduled interest will not be deemed to be an incurrence of Indebtedness.

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person (excluding air traffic liability, accrued expenses and trade payables), whether or not contingent:

(1)in respect of borrowed money;

(2)evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

(3)in respect of banker’s acceptances;

(4)representing Capital Lease Obligations;

(5)representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed, but excluding in any event trade payables arising in the ordinary course of business; or

(6)representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with IFRS.

In addition, the term “Indebtedness” includes all Indebtedness of other Persons secured by a Lien on any assets of the Person specified in the first sentence of this definition (whether or not such Indebtedness is assumed by the specified Person), the amount of such Indebtedness being deemed to be the lesser of the value of such assets or the amount of the obligation so secured.

Notwithstanding the foregoing, “Indebtedness” shall be deemed to include any additional indebtedness or debt (however described or defined) that is secured by the terms of a Series of Secured Debt.

“Indenture” means this Indenture, as amended or supplemented from time to time.

“Independent Director” means, at any time with respect to any IP Party, a director of such IP Party that (1) satisfies the Independent Director Criteria at such time and (2) is a duly appointed “Independent Director” under and as defined in the Specified Organizational Document of such IP Party.

“Independent Director Criteria” means criteria that shall be satisfied only in respect of a natural person that (a) is a director who has prior experience as an independent director, independent manager or independent member with at least three years of employment experience; (b) is provided by a company nationally recognized in the United States or the Cayman Islands for providing professional independent managers and directors, that is not an Affiliate of any Obligor or the U.S. Collateral Agent and that provides professional independent managers and directors and other corporate services in the ordinary course of its business, and which individual is duly appointed as an Independent Director; and (c) is not, and has never been, and will not while serving as Independent Director be, any of the following: (i) a member, partner, equityholder, manager, director, officer or employee of the Issuer or any of its equityholders, the U.S. Collateral Agent or any Affiliates of the foregoing (except immaterial equity ownership in Parent Guarantor or other than as an Independent Director of any IP Party or any other Affiliate of an IP Party that is required by a creditor to be a single purpose bankruptcy-remote entity, provided that such Person is employed by a company that routinely provides professional independent managers or directors); (ii) a creditor, supplier or service provider (including provider of professional services) to either IP Party, the U.S. Collateral Agent or any of their respective equityholders or Affiliates (other than a nationally recognized company that routinely provides professional independent managers and directors and other corporate services to the Issuer, the U.S. Collateral Agent or any of their respective equityholders or Affiliates in the ordinary course of business); (iii) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider; or (iv) a Person that controls (whether directly, indirectly or otherwise) any Person included in any of clause (i), (ii) or (iii) above.

Any director who is an employee of Walkers Fiduciary Limited shall be deemed to meet the requirements of an “Independent Director” for purposes of this definition.

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

“Initial Call Date” means February 28, 2026.

“Intellectual Property” means all patents and patent applications, registered trademarks or service marks and applications to register any trademarks or service marks, brand names, trade dress, know-how, registered copyrights and applications for registration of copyrights, Trade Secrets, domain names, social media accounts and other intellectual property, whether registered or unregistered, including unregistered copyrights in software and source code and applications to register any of the foregoing; provided that no TudoAzul Customer Data or Azul Traveler Data shall be deemed Intellectual Property.

“Intercompany Loan Agreements” means, (i) that certain loan agreement dated July 7, 2021 between Azul Investments, as lender, and Azul Linhas, as borrower, as amended by a first amendment thereto on October 21, 2022, and as further amended by a second amendment thereto dated July 14, 2023, which amendment includes the Issuer as lender under such loan agreement and all other Obligors as guarantors, (ii) that certain loan agreement dated February 24, 2023 between Azul Investments, as lender, and Azul Linhas, as borrower, as amended by a first amendment thereto dated July 14, 2023, which amendment includes the Issuer as lender under such loan agreement, and (iii) the Azul Linhas 2023 Intercompany Loan Agreement.

“Intercompany Loans Fiduciary Assignment” means the Fiduciary Assignment entered into by the Issuer in respect of the receivables under the Intercompany Loan Agreements, governed by Brazilian law;

“Intercreditor Agreement” means the intercreditor, shared collateral and accounts agreement dated as of July 14, 2023 among (i) the fiduciary agent for the Convertible Debentures, (ii) AerCap Administrative Services Limited as representative in respect of the AerCap Secured Obligations (the “AerCap Representative”), (iii) the Second Out Notes Trustee, (iv) the U.S. Collateral Agent, and (v) the Brazilian Collateral Agent, as supplemented by supplement no. 1 thereto, dated as of the Closing Date, through which the Trustee became a party to the Intercreditor Agreement as an “Additional First Priority Representative” (as defined therein) and the Notes and the Noted Secured Parties become subject thereto and bound thereby.

“Interest Rate” means, at any time, 11.930% per annum, provided that if the LTV Ratio (calculated as to First Priority Secured Debt only) calculated using an Annual Appraisal delivered pursuant to the requirements of this Indenture exceeds 62.5% then, with effect from the Notes Interest Payment Date following the date of delivery of such Annual Appraisal to the Trustee, the interest rate on the Notes shall increase by 2.000% (the “LTV Step-up Amount”). The LTV Step-up Amount shall cease to apply with effect from the Notes Interest Payment Date following the date of delivery to the Trustee of an Appraisal pursuant to which the LTV Ratio (calculated as to First Priority Secured Debt only) calculated using such Appraisal does not exceed 62.5%. The Parent Guarantor may elect (in its sole discretion) to re-test the LTV Ratio at any time and deliver such Appraisal to the Trustee. The Trustee and the Brazilian Collateral Agent shall not have any duties in connection with the calculation of the LTV Ratio or any duty to determine if and when the Notes are subject to an LTV Step-up Amount.

“Investments” means, with respect to any Person, all direct or indirect investments made by such Person in other Persons (including Affiliates) in the forms of loans (including guarantees or other obligations), advances (but excluding advance payments and deposits for goods and services in the ordinary course of business) or capital contributions (excluding commission, travel and similar advances to officers, employees and consultants made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities of other Persons, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with IFRS. If the Parent Guarantor or any of its Subsidiaries sells or otherwise Disposes of any Equity Interests of any direct or indirect Subsidiary of the Parent Guarantor after the Closing Date such that, after giving effect to any such sale or Disposition, such Person is no longer a direct or indirect Subsidiary of the Parent Guarantor, then the Parent Guarantor will be deemed to have made an Investment on the date of any such sale or Disposition equal to the Fair Market Value of the Parent Guarantor’s Investments in such Subsidiary that were not sold or Disposed of. Except as otherwise provided in this Indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value.

“IP Agreements” means (i) each Contribution Agreement, (ii) each IP License, (iii) the Management Agreement, (iv) each other contribution agreement, license or sublicense related to the Contributed Intellectual Property that is required to be entered into after July 14, 2023 pursuant to the terms of any Transaction Documents, and (v) any Database Control Agreement.

“IP Co” means Azul IP Cayman Ltd.

“IP HoldCo” means Azul IP Cayman Holdco Ltd.

“IP Licenses” means (a) the Head License and (b) the Sublicense.

“IP Parties” means IP HoldCo and IP Co.

“Issuer” has the meaning set forth in the preamble hereto until a successor replaces the applicable entity in accordance with the applicable provisions of this Indenture and, thereafter, includes such successor.

“Issuer Order” means a written request or order signed on behalf of the Issuer by a Responsible Officer of such Issuer and delivered to the Trustee.

“LGPD” means the Brazilian Federal Law No. 13,709, dated August 14, 2018, as amended (the Brazilian General Data Protection Law (Lei Geral de Proteção de Dados Pessoais)).

“Lien” means, with respect to any asset, any mortgage, lien, pledge, Fiduciary Assignment, Fiduciary Transfer, usufruct (usufruto), trust (fideicomisso), seizure (arresto), sequestration (sequestro), attachment (penhora), charge, license, security interest or similar encumbrance of any kind in respect of such asset, judicial or extrajudicial, voluntary or involuntary, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any option or other agreement to sell or give a security interest in and any agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction (but excluding any lease, sublease, use or license agreement or swap agreement or similar arrangement by any Grantor described in the definition of “Permitted Shared Collateral Disposition”).

“Liquidity” means all unrestricted cash and cash equivalents and accounts receivable of the Parent Guarantor and its Subsidiaries (excluding, for the avoidance of doubt, any cash or cash equivalents held in any Collection Account, Collateral Account or Blocked Account).

“Loyalty Program” means (a) any customer loyalty program available to individuals (i.e., natural persons) that grants members in such program Currency based on a member’s purchasing behavior and that entitles a member to accrue and redeem such Currency for a benefit or reward, including flights and/or other goods and services, or (b) any other membership program (including a subscription-based product) available to individuals (i.e., natural persons) that grants members in such program benefits in connection with travel on an airline, including reduced costs on airfare, bag fees and upgrades.

“Loyalty Program Lien” means a New York governed pledge or a Fiduciary Assignment as Collateral, as applicable, on the same or equivalent basis and in the same or equivalent manner as the TudoAzul Program, of all or substantially all of the receivables and cash proceeds (representing at least 70% of gross billings or equivalent, calculated in the same manner as TudoAzul Gross Billings but substituting references to the TudoAzul Program with references to such Loyalty Program and which excludes, for the avoidance of doubt, airline revenues such as ticket sales and non-loyalty ancillary revenue) arising under such Loyalty Program and all of the Intellectual Property of such Loyalty Program (but solely to the extent that such Intellectual Property would be included in the definition of Azul Other IP, substituting references to the TudoAzul Program with references to such Loyalty Program), and all receivables and cash proceeds arising under such Loyalty Program are paid to the Collection Account (or such other collection account of the Parent Guarantor or another Obligor that is subject to the lien of the Brazilian Collateral Agent for the benefit of the Secured Parties and under the exclusive control of the Brazilian Collateral Agent as an entitlement holder which shall be designated as a Collection Account (including for the purposes of the Debt Service Coverage Ratio)), in each case, subject to Third-Party Rights and other Permitted Collateral Liens.

“LTV Ratio” means, on any date, the ratio (expressed as a percentage) equal to (a) the aggregate principal amount of First Priority Secured Debt outstanding on such date, divided by (b) the value of the TudoAzul Program, the Azul Viagens Business and the Airline Intellectual Property (calculated so as to exclude the Azul Cargo Intellectual Property), and any Additional Collateral determined pursuant to the most recent Appraisal. For the avoidance of doubt, if more than one Appraisal is prepared in respect of the TudoAzul Program, the Azul Viagens Business, the Airline Intellectual Property and any Additional Collateral, the value referred to in clause (b) shall be calculated so as to avoid double counting the value of any intellectual property.

“Management Agreement” means that certain management agreement entered into among IP Co, IP HoldCo, Azul Linhas and the U.S. Collateral Agent, dated as of July 14, 2023, pursuant to which Azul Linhas will perform certain services for IP Co and IP HoldCo to manage the Contributed Intellectual Property (Azul Linhas, in such capacity, the “Manager”).

“Material Adverse Effect” means a material adverse effect on (a) the consolidated business, operations or financial condition of the Parent Guarantor and its Subsidiaries, taken as a whole, (b) the validity or enforceability of the Transaction Documents or the rights or remedies of the Holders and the First Priority Secured Parties thereunder, (c) the ability of the Issuer to pay the Obligations under the Transaction Documents, (d) the validity, enforceability or collectability of the IP Agreements generally or any material portion of the IP Agreements, taken as a whole, (e) the value of the Shared Collateral or the business and operations of the TudoAzul Program and the Azul Viagens Business, taken as a whole or (f) the ability of the Obligors to perform their material obligations under the IP Agreements or the Notes Documents; provided, that no condition or event that has been publicly disclosed by the Parent Guarantor or any of its Subsidiaries on or prior to July 14, 2023 shall be considered a “Material Adverse Effect”.

“Material Indebtedness” means (a) with respect to the Parent Guarantor and its Subsidiaries, Indebtedness of the Parent Guarantor and its Subsidiaries (other than the Notes) outstanding under the same agreement in a principal amount exceeding US$75.0 million (or the equivalent thereof in other currencies at the time of determination); and (b) with respect to any IP Party, Indebtedness of any IP Party (other than the Notes) outstanding under the same agreement in a principal amount exceeding US$250,000.

“Material Modification” means any amendment or waiver of, or modification or supplement to, an IP Agreement or an Intercompany Loan Agreement which: (a) shortens the scheduled maturity or term thereof, (b) amends, modifies or otherwise changes the calculation or rate of fees, expenses or termination payments due and owing thereunder in a manner reducing the amount owed to the Issuer, (c) changes the contractual subordination of payments thereunder, reduces the frequency of payments thereunder or permits payments due to the Issuer to be deposited to an account other than the Collection Accounts, (d) changes the amendment standards applicable to such agreement (other than changes affecting rights of the Trustee or the U.S. Collateral Agent to consent to amendments, which is covered by clause (e)) in a manner that would reasonably be expected to result in a Material Adverse Effect, or (e) materially impairs the rights of the Trustee or the U.S. Collateral Agent to enforce or consent to amendments to any provisions of any such agreement in accordance therewith.

“mba Aviation” means Morten Beyer & Agnew Aviation, an independent aviation appraisal and consulting firm.

“Member Profile Data” means, with respect to each member of the TudoAzul Program (including Clube TudoAzul) and to the extent in the possession or control of the Parent Guarantor or any of its Subsidiaries, such member’s (i) name, mailing address, email address, and phone numbers, (ii) communication consent preferences, (iii) total Currency balance, (iv) third party engagement history, (v) accrual and redemption activity, including any data related to member segment designations or member segment activity or qualifications, (vi) TudoAzul Program (including Clube TudoAzul) account or membership number, and (vii) member status. For the avoidance of doubt, Member Profile Data excludes (A) Azul Traveler Data, (B) any data relating to Azul Viagens Business transactions made by members of the TudoAzul Program that is analogous to the Azul Traveler Data, and (C) any data relating to Azul Cargo Business transactions made by customers of the Azul Cargo Business.

“Moody’s” means Moody’s Investors Service, Inc.

“Net Proceeds” means (a) with respect to any Collateral Sale, Recovery Event or Contingent Payment Event, the aggregate cash and Cash Equivalents received by the Parent Guarantor or any of its Subsidiaries in respect thereof, net of: (i) the direct costs and expenses relating to such Collateral Sale, Recovery Event or Contingent Payment Event, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Collateral Sale, Recovery Event or Contingent Payment Event, Taxes paid or payable as a result of the Collateral Sale, Recovery Event or Contingent Payment Event, in each case, after taking into account any available Tax credits or deductions and any Tax sharing arrangements; and (ii) any reserve for adjustment or indemnification obligations in respect of the sale price of such asset or assets established in accordance with IFRS; (b) with respect to any incurrence of Indebtedness, the cash proceeds thereof, net of (i) any fees, underwriting discounts and commissions, premiums, and other costs and expenses incurred in connection with such issuance and (ii) attorney’s fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer Taxes, deed or mortgage recording Taxes, other customary expenses, and brokerage, consultant, accountant, and other customary fees; and (c) with respect to any issuance or sale of Capital Stock, means the cash proceeds of such issuance or sale, net of attorney’s fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultants and other fees incurred in connection with such issuance or sale.

“Non-Shared Collateral” has the meaning given to such term in the Intercreditor Agreement.

“Notes” means the Initial Notes and more particularly means any Note authenticated and delivered under this Indenture. For all purposes of this Indenture, the term “Notes” shall also include any Additional Notes.

“Notes Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.05 hereof as the Notes Depositary with respect to the Notes, and any and all successors thereto appointed as Notes Depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

“Notes Documents” means this Indenture, any note or global note issued pursuant to this Indenture, the Collateral Documents, any supplemental indentures to this Indenture and any other instrument or agreement executed and delivered by the Issuer or any other Guarantor to the Trustee or either Collateral Agent.

“Notes Interest Payment Date” means February 28, May 28, August 28 and November 28, subject to Section 12.17 below, commencing November 28, 2023.

“Notes Secured Debt” means (i) the Initial Notes (and related Note Guarantees), and (ii) any Additional Notes (and related Note Guarantees).

“Notes Secured Obligations” means, in each case, without duplication, (a) the Notes Secured Debt and any other Obligations in respect of the Notes Secured Debt to the extent provided in the Notes Documents, (b) any and all sums due and owing to the Trustee and any Collateral Agent, and (c) in the event of any proceeding for the collection or enforcement of the obligations described in clauses (a) and (b) above after a Remedies Direction has been provided (including any Remedies Action), the expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Shared Collateral, or of any exercise by any Collateral Agent of its rights under the Collateral Documents, together with any reasonable, documented, out-of-pocket attorneys’ fees and court costs.

“Obligations” means the unpaid principal of and interest on (including interest accruing after the maturity of the Notes and interest accruing after the filing of any petition of bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Issuer, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Notes and all other obligations and liabilities of the Obligors to the Trustee or any Collateral Agent or any Holder, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which arise under this Indenture or the Collateral Documents, whether on account of principal, interest, reimbursement obligations, fees, indemnities, out-of-pocket costs, and expenses (including all fees, charges and disbursements of counsel to the Trustee or any Collateral Agent that are required to be paid by the Obligors pursuant to the terms of any Notes Documents) or otherwise.

“Obligors” means the Issuer and the Guarantors, each an “Obligor.”

“Offering Memorandum” means the Offering Memorandum dated July 13, 2023 relating to the offering of the Notes.

“Officer’s Certificate” means a certificate signed on behalf of the Issuer or the Parent Guarantor (or such other applicable Person) by a Responsible Officer of the Issuer or the Parent Guarantor (or such other applicable Person), respectively.

“Online Tracking Data” means any information or data collected in relation to on-line activities that can reasonably be associated with a particular user or computer or other device.

“Opinion of Counsel” means a written opinion from legal counsel. Such counsel may be an employee of or counsel to the Issuer or the Guarantors.

“Parent Change of Control” means any of the following events:

(1)the direct or indirect sale or transfer of all or substantially all the assets of the Parent Guarantor and its Subsidiaries, taken as a whole, to any transferee Person other than (i) any Person which owns or operates (directly or indirectly through a contractual arrangement) a Permitted Airline Business (a “Permitted Person”) or a Subsidiary of a Permitted Person or (ii) the Permitted Holders, other than a transaction in which such transferee Person becomes the obligor in respect of the Notes and a Subsidiary of the transferor of such assets; or

(2)the consummation of any transaction (including, without limitation, by merger, consolidation, acquisition or any other means) as a result of which any “person” or “group” (as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) other than the Permitted Holders is or becomes the “beneficial owner” (as such term is used in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Parent Guarantor other than in connection with any merger or consolidation of the Parent Guarantor with or into any Permitted Person or a Subsidiary of a Permitted Person.

“Parent Change of Control Event” means a Parent Change of Control and a Rating Decline.

“Participant” means, with respect to the Notes Depositary, Euroclear or Clearstream, a Person who has an account with the Notes Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).

“Payment Account” means the USD Payment Account or the BRL Payment Account, as applicable.

“Payment Date” means when used with respect to any Note and any payment of interest thereon, the stated payment date of such payment of interest as set forth in such Note.

“Payment Waterfalls” has the meaning given to such term in the Intercreditor Agreement.

“Permitted Acquisition Loyalty Program” means, subject to Section 13.12(d) and the terms and conditions of the Sublicense, a Loyalty Program owned, operated or controlled, directly or indirectly, by a Specified Acquisition Entity or any of its Subsidiaries or principally associated with such Specified Acquisition Entity or any of its Subsidiaries, so long as (a) the Permitted Acquisition Loyalty Program is not operated in a fashion that is more competitive, taken as a whole, than the TudoAzul Program (including Clube TudoAzul), as determined by the Parent Guarantor in good faith, (b) neither any of the Obligors nor any of their respective Subsidiaries take any action that would reasonably be expected to disadvantage the TudoAzul Program relative to the Permitted Acquisition Loyalty Program (including exiting from, terminating, cancelling or otherwise discontinuing the TudoAzul Program), (c) no members of the TudoAzul Program (including Clube TudoAzul) are targeted for membership in the Permitted Acquisition Loyalty Program (excluding any general advertisements, promotions or similar general marketing activities related to the Permitted Acquisition Loyalty Program), (d) except as attributable to market or business conditions as determined in good faith by the Parent Guarantor, the Obligors and their respective Subsidiaries will devote substantially similar resources to the TudoAzul Program (including Clube TudoAzul), including distribution and marketing channels, as were applicable immediately prior to the consummation of the acquisition of the Specified Acquisition Entity and (e) neither any of the Obligors nor any of their respective Subsidiaries announce to the public, the members of the TudoAzul Program (including Clube TudoAzul) or the members of the Permitted Acquisition Loyalty Program that the Permitted Acquisition Loyalty Program is a primary Loyalty Program for the Parent Guarantor or any of its Subsidiaries.

“Permitted Acquisition Travel Package Business” means, subject to Section 13.12(d) and the terms and conditions of the Sublicense, a Travel Package Business owned, operated or controlled, directly or indirectly, by a Specified Acquisition Entity or any of its Subsidiaries, or principally associated with such Specified Acquisition Entity or any of its Subsidiaries, so long as (a) the Permitted Acquisition Travel Package Business is not operated in a fashion that is more competitive, taken as a whole, than the Azul Viagens Business, as determined by the Parent Guarantor in good faith, (b) neither any of the Obligors nor any of their respective Subsidiaries take any action that would reasonably be expected to disadvantage the Azul Viagens Business relative to the Permitted Acquisition Travel Package Business (including exiting from, terminating, cancelling or otherwise discontinuing the Azul Viagens Business), (c) no customers of the Azul Viagens Business are targeted by the Permitted Acquisition Travel Package Business (excluding any general advertisements, promotions or similar general marketing activities related to the Permitted Acquisition Travel Package Business), (d) except as attributable to market or business conditions as determined in good faith by the Parent Guarantor, the Obligors and their respective Subsidiaries will devote substantially similar resources to the Azul Viagens Business, including distribution and marketing channels, as were applicable immediately prior to the consummation of the acquisition of the Specified Acquisition Entity and (e) neither any of the Obligors nor any of their respective Subsidiaries announce to the public, the customers of the Azul Viagens Business or the customers of the Permitted Acquisition Travel Package Business that the Permitted Acquisition Travel Package Business is the primary Travel Package Business for the Parent Guarantor or any of its Subsidiaries; provided that, notwithstanding the foregoing, no Travel Package Business shall be considered a Permitted Acquisition Travel Package Business from and after the Parent Guarantor ceasing to operate, or commencing the process of winding down, the operations of the Azul Viagens Business.

“Permitted Airline Business” means any business that is the same as, or reasonably related, ancillary, supportive or complementary to, or a reasonable extension of, the business in which the Parent Guarantor and its Subsidiaries (other than the IP Parties) were engaged on July 14, 2023, including travel-related and leisure-related businesses, and travel, leisure and support services and experiences and other similar services and experiences.

“Permitted Collateral Liens” means:

(1)Liens on the Shared Collateral securing the Secured Obligations, including pursuant to the Transaction Documents, so long as such Indebtedness and such Liens are subject to the Intercreditor Agreement;

(2)Liens of a collection bank arising under Section 4-208 of the New York Uniform Commercial Code or any comparable provision in any jurisdiction or successor provision on items in the course of collection and Liens in favor of banking or other financial institutions or other electronic payment service providers arising as a matter of law or customary contract within the general parameters customary in the industry;

(3)Liens in favor of depositary banks or other financial institutions arising as a matter of law or regulation, or by the terms of documents or contracts, encumbering deposits or investments (including the right of setoff) and that are within the general parameters customary in the banking industry, and Liens in favor of credit card and debit card processors or customers in connection with credit card and debit card processing services incurred in the ordinary course of business;

(4)Liens for Taxes or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision (if any) required in conformity with IFRS has been made in respect thereof;

(5)Liens imposed by law, such as carriers,’ warehousemen’s, landlord’s and mechanics’ Liens, in each case, incurred in the ordinary course of business;

(6)Liens arising by operation of law in connection with judgments, attachments or awards which do not constitute an Event of Default under this Indenture;

(7)to the extent constituting Liens, the rights granted by any Obligor to another Obligor or the U.S. Collateral Agent pursuant to any IP Agreement (other than any rights granted thereunder following any amendment or modification thereof that is not permitted by the terms of such agreement, this Indenture, an IP License or any other Transaction Document);

(8)(i) any overdrafts and related liabilities arising from treasury, netting, depositary and cash management services or in connection with any automated clearing house transfers of funds, in each case as it relates to cash or Cash Equivalents, if any, and (ii) Liens arising by operation of law or regulation or that are contractual rights of set off in favor of the depositary bank or securities intermediary in respect of any deposit or securities accounts;

(9)to the extent constituting Liens, licenses, sublicenses and similar rights as they relate to any Intellectual Property (A) granted to any third-party counterparty of any TudoAzul Agreement or Azul Viagens Agreement pursuant to the terms of such agreement or (B) otherwise expressly permitted by the IP Licenses and the Collateral Documents to be granted to any Person (other than any sublicense or similar right granted thereunder following any amendment or modification thereof that is not permitted by the terms of such agreement, the Collateral Documents or this Indenture);

(10)Liens incurred in the ordinary course of business of the Parent Guarantor or any Subsidiary of the Parent Guarantor with respect to obligations that do not exceed in the aggregate US$10.0 million at any one time outstanding;

(11)rights reserved or vested in any Person by the terms of any lease, license, franchise, grant, or permit held by any Obligor or by a statutory provision, to terminate any such lease, license, franchise, grant, or permit, or to require annual or periodic payments as a condition to the continuance thereof, in each case so long as such rights (A) do not interfere in any material respect with the business of the Parent Guarantor and its Subsidiaries, taken as a whole and (B) do not relate to Intellectual Property or TudoAzul Agreements except as expressly provided in the Collateral Documents;

(12)Liens on cash and Cash Equivalents that are earmarked to be used to satisfy or discharge Secured Obligations in connection with any renewal, refund, refinancing, replacement, exchange, defeasance or discharge thereof and in favor of the applicable Secured Debt Representative; provided that (a) such cash and/or Cash Equivalents are deposited into an account from which payment is to be made, directly or indirectly, to the Person or Persons holding the Indebtedness that is to be satisfied or discharged, (b) such Liens extend solely to the account in which such cash and/or Cash Equivalents are deposited and are solely in favor of the Person or Persons holding the Indebtedness (or any agent or trustee for such Person or Persons) that is to be satisfied or discharged, and (c) the satisfaction or discharge of such Indebtedness is expressly permitted under the Transaction Documents;

(13)with respect to any Subsidiary organized under the law of a jurisdiction outside of the United States, other Liens and privileges arising mandatorily by any requirement of law or regulation;

(14)Liens arising in connection with the IP Agreements;

(15)Liens (including all rights) of counterparties under the TudoAzul Agreements and the Azul Viagens Agreements under the terms thereof;

(16)pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations, or Liens in connection with workers’ compensation, unemployment insurance or other social security, old age pension or public liability obligations which are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with IFRS; and

(17)any extension, modification, renewal or replacement of the Liens described in clauses (1) through (16) above, provided that such extension, modification, renewal or replacement does not increase the amount of Indebtedness associated therewith or extend to any other property not previously subject to such Lien.

“Permitted First Priority Secured Debt” means (i) Additional First Priority Secured Debt in an aggregate principal amount not to exceed (x) a cumulative amount of US$850 million (or the equivalent thereof in other currencies at the time of determination) minus the principal amount of Notes issued on the Closing Date (the “First Priority Secured Fixed Amount”) plus (y) an additional amount such that, on a pro forma basis after giving effect to the incurrence and the use of proceeds of such Indebtedness, the Debt Service Coverage Ratio is at least 4.00x (the “First Priority Secured Ratio Amount”) (it being understood that a substantially simultaneous incurrence under the First Priority Secured Fixed Amount and the First Priority Secured Ratio Amount shall calculate such First Priority Secured Ratio Amount excluding Indebtedness incurred pursuant to such basket substantially simultaneously); provided that (a) the Liens on the Shared Collateral securing such Indebtedness are “first out” pursuant to the provisions of the Intercreditor Agreement, (b) no Event of Default shall have occurred and be continuing or would result from the issuance of such Indebtedness, (c) any such Indebtedness shall not be subject to or benefit from any guarantee by any person other than an Obligor or be secured by any assets other than the Shared Collateral unless such guarantee and collateral is added for the benefit of the Notes, (d) the regularly scheduled interest payments on such Permitted First Priority Secured Debt shall be no more frequently than quarterly and no less frequently than semi-annually, and (e) the LTV Ratio (calculated as to First Priority Secured Debt only) shall not exceed, after giving effect to the incurrence and the use of proceeds of such Indebtedness, 62.5% and (ii) any Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any First Priority Secured Debt simultaneously with or within six months after the repayment, defeasance or discharge of such First Priority Secured Debt (which, subject to the discharge of the AerCap Secured Obligations occurring, shall be deemed to have occurred on December 1, 2024). For the avoidance of doubt, the Indebtedness in respect of the Convertible Debentures that is outstanding on the Closing Date and the AerCap Secured Obligations that are outstanding on the Closing Date shall be deemed to have been incurred prior to the Closing Date and shall not be subject to the conditions to the incurrence of Permitted First Priority Secured Debt.

“Permitted Holders” means any of (i) David Gary Neeleman; (ii) any spouse, descendent, heir, trust or estate of David Gary Neeleman; (iii) Saleb II Founder 1 LLC; or (iv) any person as to whom more than 50% of the total voting power of the Voting Stock of such person is beneficially owned (as such term is used in Rule 13d-3 under the Exchange Act) by one or more of the Persons specified in clauses (i) and (ii).

“Permitted Investments” means (with respect to Investments made by the Issuer, clauses (1) through (7) below, and with respect to Investments made by IntelAzul and the IP Parties, clauses (3) through (6) below):

(1)to the extent constituting an Investment, Investments in any IP Party arising from the transactions contemplated in the Transaction Documents;

(2)any Investment in cash, Cash Equivalents and any foreign equivalents;

(3)any Investments received in a good faith compromise or resolution of (i) obligations of trade creditors or customers that were incurred in the ordinary course of business, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (ii) litigation, arbitration or other disputes;

(4)payment, redemption or prepayment of any Secured Debt in accordance with the terms and conditions of this Indenture and the other Transaction Documents;

(5)any guarantee of Secured Debt to the extent otherwise expressly permitted under this Indenture;

(6)accounts receivable arising in the ordinary course of business;

(7)redemption or purchase of the Notes;

(8)any Investment in the Parent Guarantor or in any of its Subsidiaries;

(9)any Investment by the Parent Guarantor or any of its Subsidiaries in a Person, if a result of such Investment (i) such Person becomes a Subsidiary of the Parent Guarantor, or (ii) such Person, in one transaction or a series of related and substantially concurrent transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Parent Guarantor or any of its Subsidiaries;

(10)any Investment made as a result of the receipt of non-cash consideration from a Disposition of assets;

(11)any acquisition of assets or Capital Stock in exchange for the issuance of Qualified Capital Stock;

(12)Investments represented by Hedging Obligations;

(13)loans or advances to officers, directors, consultants or employees made in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries in an aggregate principal amount not to exceed US$15.0 million at any one time outstanding;

(14)any guarantee of Indebtedness other than a guarantee of Indebtedness of an Affiliate of the Parent Guarantor that is not a Subsidiary of the Parent Guarantor;

(15)any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and any Investment consisting of an extension, modification or renewal of any Investment existing on, or made pursuant to a binding commitment existing on, the Closing Date; provided that the amount of any such Investment may be increased (i) as required by the terms of such Investment as in existence on the Closing Date or (ii) as otherwise permitted under this Indenture;

(16)Investments acquired after the Closing Date as a result of the acquisition by the Parent Guarantor or any of its Subsidiaries of another Person, including by way of a merger, amalgamation or consolidation with or into the Parent Guarantor or any of its Subsidiaries in a transaction that is not prohibited by this Indenture after the Closing Date to the extent that such Investments were not made in contemplation of such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation;

(17)the acquisition by a Receivables Subsidiary in connection with a Qualified Receivables Transaction of Equity Interests of a trust or other Person established by such Receivables Subsidiary to effect such Qualified Receivables Transaction; and any other Investment by the Parent Guarantor or any of its Subsidiaries in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any other Person in connection with a Qualified Receivables Transaction;

(18)Investments constituting (i) accounts receivable or accounts payable, (ii) deposits, prepayments and other credits to suppliers, including advances of landing fees and other customary airport charges, and/or (iii) in the form of advances made to airport operators, ground handlers, distributors, suppliers, licensors and licensees, in each case, made in the ordinary course of business and consistent with the past practices;

(19)Investments in connection with the outsourcing of any service or function in the ordinary course of business;

(20)extensions of credit, deposits, prepayment of expenses to, advances and other credits to distributors, customers, suppliers, utility providers, licensors, licensees, franchisees and other trade creditors in the ordinary course of business consistent with past practice;

(21)Investments constituting or related to any Aircraft Financing;

(22)Investments in connection with (i) the making or financing of any pre-delivery, progress or other similar payments relating to the acquisition or financing of, and (ii) any deposits, security deposits or maintenance reserves with respect to, engines, spare parts, aircraft, airframes or appliances, parts, components, instruments, appurtenances, furnishings or other equipment installed on such engines, spare parts, aircraft, airframes or any other related assets; and

(23)Investments having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value other than a reduction for all returns of principal in cash and capital dividends in cash), when taken together with all Investments made pursuant to this clause (23) that are at the time outstanding, not to exceed 10.0% of the Consolidated Total Assets at the time of such Investment.

“Permitted IP Party Business” any business that is the same as, or reasonably related, ancillary, supportive or complementary to, or a reasonable extension of, the business in which the IP Parties were engaged on July 14, 2023 after giving effect to the transactions contemplated to occur on July 14, 2023 by the Transaction Documents.

“Permitted Refinancing Indebtedness” means any Indebtedness incurred by the Obligors in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, exchange, defease or discharge (i) Indebtedness of the Parent Guarantor or any of its Subsidiaries (other than Indebtedness owed to the Parent Guarantor or any of its Subsidiaries), including Permitted Refinancing Indebtedness, or (ii) the AerCap Secured Obligations; provided that:

(1)the aggregate principal amount (or accreted value, if applicable, or if issued with original issue discount, aggregate issue price, or, if greater, committed amount (only to the extent the committed amount could have been incurred on the date of initial incurrence)) of such new Indebtedness does not exceed the principal amount (or accreted value, if applicable, or if issued with original issue discount, aggregate issue price or, if greater, committed amount (only to the extent the committed amount could have been incurred on the date of initial incurrence)) and premium payable on the Indebtedness (plus the amount of accrued and unpaid interest or dividends on and the amount of all fees and expenses incurred in connection with the incurrence or issuance of, such Indebtedness) or AerCap Secured Obligations renewed, refunded, refinanced, replaced, exchanged, defeased or discharged;

(2)such Permitted Refinancing Indebtedness has (a) a final maturity date that is either (i) no earlier than the final maturity date of the Indebtedness being renewed, refunded, refinanced, replaced, exchanged, defeased or discharged or (ii) after the final maturity date of the Notes and (b) has a Weighted Average Life to Maturity that is equal to or greater than the Weighted Average Life to Maturity of the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged (for the purposes of this paragraph (2) the final maturity date of the AerCap Secured Obligations shall be deemed to be December 1, 2024);

(3)if the Indebtedness or AerCap Secured Obligations being renewed, refunded, refinanced, replaced, defeased or discharged is First Priority Secured Debt, such Permitted Refinancing Indebtedness shall constitute Additional First Priority Secured Debt (for this purpose, without regard to references to Debt Service Coverage Ratio and LTV Ratio in the definition of Permitted First Priority Secured Debt); and

(4)except in the case of the AerCap Secured Obligations, if such Indebtedness is incurred either by the Issuer (if the Issuer was the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged) or by the applicable Obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged, such Indebtedness is permitted to be guaranteed only by the Obligors and any other Persons who were obligors on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged.

“Permitted Refinancing Subordinated Indebtedness” means any Subordinated Indebtedness incurred by the Parent Guarantor or any of its Subsidiaries in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, exchange, defease or discharge Subordinated Indebtedness of the Parent Guarantor or any of its Subsidiaries (other than Indebtedness owed to the Parent Guarantor or any of its Subsidiaries), including Permitted Refinancing Subordinated Indebtedness; provided that:

(1)    the aggregate principal amount (or accreted value, if applicable, or if issued with original issue discount, aggregate issue price, or, if greater, committed amount (only to the extent the committed amount could have been incurred on the date of initial incurrence)) of such Permitted Refinancing Subordinated Indebtedness does not exceed the principal amount (or accreted value, if applicable, or if issued with original issue discount, aggregate issue price or, if greater, committed amount (only to the extent the committed amount could have been incurred on the date of initial incurrence)) and premium payable on the Subordinated Indebtedness (plus the amount of accrued and unpaid interest or dividends on and the amount of all fees and expenses incurred in connection with the incurrence or issuance of, such Indebtedness) renewed, refunded, refinanced, replaced, exchanged, defeased or discharged;

(2)    such Permitted Refinancing Subordinated Indebtedness has final maturity date that is either (i) no earlier than the final maturity date of the Subordinated Indebtedness being renewed, refunded, refinanced, replaced, exchanged, defeased or discharged, or (ii) after the final maturity date of the Notes; and

(3)    such Permitted Refinancing Subordinated Indebtedness is subordinated in right of payment on terms (taken as a whole) at least as favorable to the Holders as those contained in the documentation governing such Subordinated Indebtedness being renewed, refunded, refinanced, replaced, exchanged, defeased or discharged.

“Permitted Shared Collateral Disposition” means any of the following:

(1)the Disposition of Shared Collateral expressly permitted under the applicable Collateral Documents, the proceeds of which are applied in accordance with the Transaction Documents;

(2)the licensing or sublicensing or granting of similar rights of Intellectual Property or other general intangibles pursuant to any TudoAzul Agreement or Azul Viagens Agreement or as otherwise permitted by (or pursuant to) the IP Agreements;

(3)the Disposition of cash or Cash Equivalents constituting Shared Collateral in exchange for other cash or Cash Equivalents constituting Shared Collateral and having reasonably equivalent value therefor;

(4)to the extent constituting a Disposition, (i) the incurrence of Liens that are expressly permitted to be incurred pursuant to Section 4.13;

(5)Dispositions pursuant to the terms of any IP Agreement;

(6)surrender or waive contractual rights and settle, release, surrender or waive contractual or litigation claims (or other Disposition of assets in connection therewith);

(7)the expiration of the following registered Intellectual Property: (A) any copyright, the term of which has expired under applicable law; (B) any patent, the term of which has expired under applicable law, taking into account all patent term adjustments and extensions, and provided that all maintenance fees are paid; and (C) any trademark or service mark, the term of which has expired under applicable law because a declaration or statement of use to maintain the registration cannot be submitted to, or has been finally rejected by, the relevant governmental authority because such trademark or service mark is no longer in use; in each case, subject to the terms and conditions of the IP Agreements;

(8)except as would have a Material Adverse Effect, the abandonment or cancellation of Intellectual Property in the ordinary course of business (including in connection with any change to any aspect of the branding of, or the rebranding of, the TudoAzul Program or the Azul Viagens Business in the ordinary course of business); and

(9)any transfer, deletion, de-identification or purge of any Personal Data that is required or permitted under applicable privacy laws, under any of the public-facing privacy policies of the Parent Guarantor or any of its Subsidiaries, in each case, pursuant to the applicable Obligor’s privacy and data retention policies and in the ordinary course of business (including in connection with terminating inactive member accounts) consistent with past practice.

“Person” means any natural person, corporation, division of a corporation, partnership, limited liability company, trust, joint venture, association, company, estate, unincorporated organization, Airport Authority or Governmental Authority or any agency or political subdivision thereof.

“Personal Data” means (i) any information or data that alone or together with any other data or information can be used to identify, directly or indirectly, a natural person or otherwise relates to an identified or identifiable natural person and (ii) any other information or data considered to be personally identifiable information or data under applicable law.

“Points” means Currency under the TudoAzul Program.

“Pre-paid Points Purchases” means the sale by the Parent Guarantor or any of its Subsidiaries of pre-paid Points to a counterparty of a TudoAzul Agreement or any similar transaction involving a counterparty of a TudoAzul Agreement advancing funds to the Parent Guarantor or any of its Subsidiaries against future payments to the Parent Guarantor or any of its Subsidiaries by such counterparty under such TudoAzul Agreement.

“Post-Default Distribution Date” has the meaning given to such term in the Intercreditor Agreement.

“Post-Default Waterfall” has the meaning given to such term in the Intercreditor Agreement.

“Private Placement Legend” means the legend set forth in Section 2.08(g)(i) hereof to be placed on all Notes issued under this Indenture, except where otherwise permitted by the provisions of this Indenture.

“proceeds” means all “proceeds” as such term is defined in Article 9 of the UCC, including, without limitation, payments or distributions made with respect to any investment property, whatever is receivable or received when Shared Collateral or proceeds are sold, leased, licensed, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and any and all proceeds of loans.

“property” means any interest in any kind of property or asset, whether real, personal or mixed, and whether tangible or intangible.

“PTAX Rate” means, the BRL/Dollar rate, expressed as the amount of Brazilian Reais per one U.S. Dollar as reported by the Central Bank of Brazil on the SISBACEN Data System and on its website (which, at the date hereof, is located at http://www.bcb.gov.br) under the sale index, option “all currencies,” or any other official index disclosed by the Central Bank of Brazil that replaces the sale index, option “all currencies.”

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Qualified Capital Stock” means any Capital Stock that is not Disqualified Capital Stock and any warrants, rights or options to purchase or acquire Capital Stock that is not Disqualified Capital Stock that are not convertible into or exchangeable into Disqualified Capital Stock.

“Qualified Receivables Transaction” means any transaction or series of transactions entered into by the Parent Guarantor or any of its Subsidiaries pursuant to which the Parent Guarantor or any of its Subsidiaries sells, conveys or otherwise transfers to any Person, or grants a security interest in, any accounts receivable (whether now existing or arising in the future) of the Parent Guarantor or any of its Subsidiaries, and any assets related thereto including, without limitation, all Equity Interests and other investments in any Receivables Subsidiary, all collateral securing such accounts receivable, all contracts and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable, other than assets that constitute Shared Collateral or proceeds of Shared Collateral.

“Qualified Replacement Assets” means assets used or useful in the business of Obligors that shall be Shared Collateral, as set forth in Section 3.09(b) hereof.

“Quarterly Freeflow BRL Amount” has the meaning specified in the definition of Quarterly Freeflow Threshold.

“Quarterly Freeflow Date” means, in relation to any Quarterly Reporting Period, and provided that no Remedies Direction or Cash Control Instruction has been given, the first Business Day in that Quarterly Reporting Period on which the aggregate balance on deposit in the Collection Accounts is equal to or greater than the Quarterly Freeflow Threshold; provided that if the aggregate balance on deposit in the USD Blocked Account and the Collection Accounts on the first Business Day in that Quarterly Reporting Period is equal to or greater than the applicable Quarterly Freeflow USD Amount and the applicable Quarterly Freeflow BRL Amount (in each case as demonstrated by a bank account statement provided to the Brazilian Collateral Agent in an Officer’s Certificate), then the Quarterly Freeflow Date shall be the date that is the first Business Day in that Quarterly Reporting Period. For the purposes of converting any amounts from Brazilian reais into U.S. dollars, the rate of exchange shall be the Currency Conversion Rate applicable to the Distribution Date that occurred prior to the start of the relevant Quarterly Reporting Period. Notwithstanding the fact that the Convertible Debentures are payable in Brazilian reais, as a result of the fact that payments under the Convertible Debentures are linked to U.S. dollars, for the purposes of determining the Quarterly Freeflow Date, amounts in the USD Blocked Account shall be permitted to be counted with respect to the Quarterly Freeflow BRL Amount with respect to the Convertible Debentures.

“Quarterly Freeflow Threshold” means, in relation to any Quarterly Reporting Period, the amount estimated by the Parent Guarantor in a Quarterly Freeflow Threshold Statement as being necessary to satisfy in full all obligations that would be due and payable under clauses (1) through (7) of the USD Payment Waterfall (the “Quarterly Freeflow USD Amount”) and clauses (1) through (5) of the BRL Payment Waterfall (which, in the event that any of the AerCap Secured Obligations are or will be discharged through the Payment Waterfalls on such applicable Distribution Date, shall include all such amounts) in respect of all Distribution Dates occurring in the relevant Quarterly Reporting Period (the “Quarterly Freeflow BRL Amount”). For the purposes of converting any amounts from Brazilian reais into U.S. dollars, the rate of exchange shall be the Currency Conversion Rate applicable to the Distribution Date that occurred prior to the start of the relevant Quarterly Reporting Period. If the Parent Guarantor fails to provide the Quarterly Freeflow Threshold Statement with respect to a Quarterly Reporting Period, there shall be no Quarterly Freeflow Date for such relevant Quarterly Reporting Period unless and until the Parent Guarantor provides a Quarterly Freeflow Threshold Statement for such Quarterly Reporting Period, provided that nothing shall limit any of the Holders’, the Trustee’s or any Collateral Agent’s rights and remedies against such failure in accordance with the Transaction Documents.

“Quarterly Freeflow Threshold Statement” means, in relation to any Quarterly Reporting Period, a statement prepared by the Parent Guarantor or another Obligor containing the Quarterly Freeflow Threshold for such Quarterly Reporting Period.

“Quarterly Freeflow USD Amount” has the meaning specified in the definition of Quarterly Freeflow Threshold.

“Quarterly Reporting Period” means (a) initially, the period commencing on July 14, 2023 and ending on September 30, 2023 and (b) thereafter, each successive period of three consecutive months.

“Rating Agency” means Standard & Poor’s, Fitch or Moody’s; or if Standard & Poor’s, Fitch or Moody’s are not making rating of the Notes publicly available, an internationally recognized rating agency or agencies, as the case may be, selected by the Parent Guarantor, which will be substituted for Standard & Poor’s, Fitch or Moody’s, as the case may be.

“Rating Decline” means that at any time within 90 days (which period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by any Rating Agency) after the date of public notice of a Parent Change of Control, or of the Parent Guarantor’s intention or that of any other Person to effect a Parent Change of Control, the then-applicable rating of the Notes is decreased by (i) if three Rating Agencies are making ratings of the Notes publicly available, at least two of the Rating Agencies, or (ii) if two or fewer Rating Agencies are making ratings of the Notes publicly available, then each of the Rating Agencies, by one or more categories; provided that any such Rating Decline results from a Parent Change of Control; provided, that the Trustee shall have no obligation to monitor the rating of the Notes nor to determine if and when any Rating Decline has occurred.

“Receivables Subsidiary” means a Subsidiary of the Parent Guarantor or any of its Subsidiaries which engages in no activities other than in connection with a Qualified Receivables Transaction and which is designated by the Board of Directors of such Subsidiary as a Receivables Subsidiary; provided that (a) no portion of its Indebtedness or any other obligations (contingent or otherwise) (i) is guaranteed by the Parent Guarantor or any of its Subsidiaries that is not a Receivables Subsidiary (other than comprising a pledge of the Capital Stock or other interests in such Receivables Subsidiary (an “incidental pledge”), and excluding any guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with a Qualified Receivables Transaction), (ii) is recourse to or obligates the Parent Guarantor or any of its Subsidiaries in any way other than through an incidental pledge or pursuant to representations, warranties, covenants, indemnities or other obligations that are usual and customary for a limited recourse financing in the applicable jurisdiction in connection with a Qualified Receivables Transaction or (iii) subjects any property or asset of the Parent Guarantor or any of its Subsidiaries that is not a Receivables Subsidiary (other than accounts receivable and related assets as provided in the definition of “Qualified Receivables Transaction”), directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with a Qualified Receivables Transaction, (b) with which neither the Parent Guarantor nor any of its Subsidiaries that is not a Receivables Subsidiary has any material contract, agreement, arrangement or understanding (other than pursuant to the Qualified Receivables Transaction) other than (i) on terms no less favorable to the Parent Guarantor or such Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Parent Guarantor, and (ii) fees payable in the ordinary course of business in connection with servicing accounts receivable and (c) with which neither the Parent Guarantor nor any of its Subsidiaries has any obligation to maintain or preserve such Subsidiary’s financial condition, other than a minimum capitalization in customary amounts, or to cause such Subsidiary to achieve certain levels of operating results.

“Recovery Event” means any settlement of or payment in respect of any property or casualty insurance claim or any condemnation proceeding relating to any Shared Collateral.

“Redemption Date” means, with respect to the Notes, the date fixed for such redemption by or pursuant to this Indenture.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Global Note” means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as applicable.

“Regulation S Permanent Global Note” means one or more permanent Global Notes in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Notes Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of a Regulation S Temporary Global Note upon expiration of the Restricted Period.

“Regulation S Temporary Global Note” means one or more temporary Global Notes in the form of Exhibit A hereto bearing the Global Note Legend, the Private Placement Legend and the Regulation S Temporary Global Note Legend and deposited with or on behalf of and registered in the name of the Notes Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 903.

“Regulation S Temporary Global Note Legend” means the legend set forth in Section 2.08(g)(iii) hereof.

“Relevant Date” means, with respect to any payment on any Notes, whichever is the later of: (i) the date on which such payment first becomes due, and (ii) if the full amount payable has not been received by the Trustee or a paying agent on or prior to such due date, the date on which notice is given to the Holders that the full amount has been received by the Trustee or a paying agent.

“Remedies Action” has the meaning given to such term in the Intercreditor Agreement.

“Remedies Direction” has the meaning given to such term in the Intercreditor Agreement.

“Representatives” refers to the trustee, administrative agent, fiduciary agent, collateral agent or similar representative for any Series of Secured Debt and includes the Trustee, the U.S. Collateral Agent, the Brazilian Collateral Agent, the AerCap Representative and the Convertible Debentures Representative.

“Required Excess Cash Flow” means, with respect to any Notes Interest Payment Date in a Quarterly Reporting Period in which an ECF Offer Applicable Period was in effect as of the first day of such Quarterly Reporting Period, an amount equal to the lesser of (i) 50% of the excess of (A) the Notes’ Allocable Share (calculated for this purpose only including other Series of First Priority Secured Debt that require a payment with Required Excess Cash Flow or a similar construct) of the Collections received in the Collection Accounts during such Quarterly Reporting Period while such ECF Offer Applicable Period was in effect, over (B) the amount to be distributed pursuant to the first through third, fifth and sixth clauses of the USD Payment Waterfall and the first through third clauses of the BRL Payment Waterfall on such Notes Interest Payment Date and (ii) the outstanding principal amount of the Notes (and accrued interest thereon) on such Notes Interest Payment Date; provided that, if an ECF Offer Cure has occurred on or prior to such Notes Interest Payment Date or an ECF Offer Event is otherwise no longer continuing as of such date, “Required Excess Cash Flow” with respect to such Notes Interest Payment Date shall equal US$0.00. For the avoidance of doubt, an ECF Offer Event shall be in effect for a Quarterly Reporting Period if the relevant DSCR Test was not satisfied at the end of the immediately preceding Quarterly Reporting Period.

“Required Payments” means the USD Required Payments and the BRL Required Payments.

“Requisite Noteholders” means, at any time, in relation to the Notes, Holders holding more than 50% of the aggregate outstanding principal amount of the Notes.

“Responsible Officer” means, (a) with respect to any Person (other than the Trustee or a Collateral Agent), the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary, any Director, any Manager, any Managing Member, any Vice-President, any attorney-in-fact or any other person duly appointed to perform corporate duties of such Person, and (b) with respect to the Trustee or a Collateral Agent, any officer within the Corporate Trust Office of the Trustee or Collateral Agent, as applicable (or any successor division, unit or group of the Trustee or a Collateral Agent, as applicable) who shall have direct responsibility for the administration of this Indenture or any Collateral Documents.

“Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.

“Restricted Global Note” means a Global Note bearing the Private Placement Legend.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Period” means (1) in the case of the Notes, the 40-day period after the latest to occur of (a) the commencement of the sale of the Notes and (b) the date hereof and (2) in the case of any Additional Notes, the 40-day period after the later to occur of (a) the commencement of the sale of the Additional Notes and (b) the issue date of such Additional Notes.

“Rule 144” means Rule 144 promulgated under the Securities Act.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Rule 903” means Rule 903 promulgated under the Securities Act.

“Rule 904” means Rule 904 promulgated under the Securities Act.

“S&P” means Standard & Poor’s Ratings Services.

“Sale of a Grantor” means, with respect to any Shared Collateral, an issuance, sale, lease, conveyance, transfer or other disposition of the Capital Stock of the applicable Grantor that owns such Shared Collateral.

“SEC” means the U.S. Securities and Exchange Commission.

“Second Out Notes” means the 2029 Notes and the 2030 Notes.

“Second Out Notes Documents” means the Second Out Notes Indenture, any note or global issued pursuant to the Second Out Notes Indenture, any collateral documents, the Azul Cargo Collateral Documents and any other instrument or agreement executed and delivered by the Issuer or any Guarantor to the Second Out Notes Trustee or a collateral agent thereto in respect of the Second Out Notes Secured Debt.

“Second Out Notes Indenture” means (i) the indenture dated as of July 14, 2023 (the “Second Out Notes Base Indenture”), among the Issuer, UMB Bank, National Association, as trustee, paying agent, registrar and transfer agent, UMB Bank, National Association, as U.S. collateral agent, TMF Brasil Administração e Gestão de Ativos Ltda., as Brazilian collateral agent, and the Guarantors, and (ii) (x) in the case of the 2029 Notes, a first supplemental indenture to the Second Out Notes Base Indenture among the parties to the Second Out Notes Base Indenture, and (y) in the case of the Second Out Notes 2030 Notes, a second supplemental indenture to the Second Out Notes Base Indenture among the parties to the Second Out Notes Base Indenture.

“Second Out Notes Secured Debt” means the Second Out Notes and related guarantees, which comprise (i) US$294,215,000 in aggregate principal amount of 2029 Notes and (ii) US$568,219,500 in aggregate principal amount of 2030 Notes.

“Second Out Notes Secured Obligations” means, in each case, without duplication, (a) the Second Out Notes Secured Debt, (b) any and all sums due and owing to the trustee and any collateral agent under the Second Out Notes, and (c) in the event of any proceeding for the collection or enforcement of the obligations described in clauses (a) and (b) above after a Remedies Direction has been provided (including any Remedies Action), the expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the applicable collateral, or of any exercise by any collateral agent of its rights under the applicable collateral documents, together with any reasonable, documented, out-of-pocket attorneys’ fees and court costs.

“Second Out Notes Trustee” means the trustee under the Second Out Notes Indenture.

“Second Out Notes Secured Parties” means the collateral agents, the Second Out Notes Trustee and the holders of the Second Out Notes.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Secured Debt” means First Priority Secured Debt and Second Out Notes Secured Debt.

“Secured Debt Documents” means the First Priority Secured Debt Documents and the Second Out Notes Documents.

“Secured Debt Representatives” means the First Priority Secured Debt Representatives and the Second Out Notes Trustee.

“Secured Obligations” means the First Priority Secured Obligations and the Second Out Notes Secured Obligations.

“Secured Parties” means the First Priority Secured Parties and the Second Out Notes Secured Parties.

“Security Agreement” means that certain Security Agreement governed by New York law, dated July 14, 2023, among the Issuer, the IP Parties, the Parent Guarantor, the U.S. Collateral Agent, and each Secured Debt Representative, as it may be amended and restated from time to time.

“Series of First Priority Secured Debt” means each of (a) the AerCap Secured Obligations, (b) Indebtedness under the Convertible Debentures, (c) the Notes, and (d) any series, issue, tranche or class (as applicable) of Additional First Priority Secured Debt issued or incurred under a First Priority Secured Debt Document (with any Notes constituting First Priority Secured Debt issued under this Indenture being treated as a separate Series of First Priority Secured Debt). For the avoidance of doubt, (i) multiple Series of First Priority Secured Debt may be described by the foregoing clause (d), and (ii) any other notes constituting First Priority Secured Debt may either be issued under this Indenture or any other First Priority Secured Debt Document.

“Series of Secured Debt” means any Series of First Priority Secured Debt and any series of Second Out Notes.

“Service Agreements” means the service agreements, dated July 14, 2023, between each of (i) the IP Parties (as applicable), (ii) Walkers Fiduciary Limited in its capacity as share trustee and (iii) the Parent Guarantor.

“SGX-ST” means Singapore Exchange Securities Trading Limited.

“Shared Collateral” means:

(1)(i) Other than the TudoAzul Trademarks and Azul Viagens Trademarks, any and all trademarks, service marks, brand names, designs, and logos throughout the world that, in each case, are owned, or later developed or acquired and owned, by the Parent Guarantor or any of its Subsidiaries and, in each case, include the word “Azul” and any and all successor or legacy brands with respect to any of the foregoing (the “Azul Trademarks”), and (ii) other than the TudoAzul Domain Names and Azul Viagens Domain Names, any and all domain names and social media accounts throughout the world that, in each case, are owned, or later developed or acquired and owned, by the Parent Guarantor or any of its Subsidiaries and, in each case, include the word “Azul,” including the “VoeAzul.com.br” domain name and any and all similar or successor domain names (the “Azul Domain Names”), including, in each case of (i) and (ii), (A) any and all causes of action and claims now or hereafter owned, or later developed or acquired and owned, by the Parent Guarantor or any of its Subsidiaries in respect of any of the foregoing, including the right to sue or otherwise recover for any and all past, present and future infringements or dilutions thereof and (B) any and all other trademark rights corresponding thereto, including any and all other trademark rights of any kind whatsoever accruing under the Azul Trademarks or Azul Domain Names; together, in each case with the goodwill of the business connected with such use of, and symbolized by, any of the foregoing (collectively, the “Azul Trademarks and Domains”).

(2)Any and all Intellectual Property, including copyrights and Trade Secrets, that is (i) owned by the Parent Guarantor or any of its Subsidiaries and (ii) embodied in any proprietary software developed or acquired by the Parent Guarantor or any of its Subsidiaries after July 14, 2023 that is used or held for use exclusively in the Azul airline business (such Intellectual Property, together with the Azul Trademarks and Domains, the “Azul Brand IP”).

(3)Other than the Azul Brand IP, any and all Intellectual Property, in each case, owned, or later developed or acquired and owned, by the Parent Guarantor or any of its Subsidiaries (including the IP Parties) (excluding TudoAzul Customer Data and Azul Traveler Data) and used or held for use in the operation of, or otherwise required or necessary to operate, the Azul airline business, the TudoAzul Program or the Azul Viagens Business, including (a) the TudoAzul Trademarks, TudoAzul Domain Names, Azul Viagens Trademarks and Azul Viagens Domain Names, (b) the Azul Mobile App IP, (c) the Azul Proprietary Technology, (d) the TudoAzul Proprietary Software, and (e) any and all causes of action and claims now or hereafter owned, or later developed or acquired and owned, by the Parent Guarantor or any of its Subsidiaries in respect of any of the foregoing, including the right to sue or otherwise recover for any and all past, present and future infringements or dilutions thereof and (f) any and all other trademark rights corresponding thereto, including any and all trademark rights of any kind whatsoever accruing under the TudoAzul Trademarks, TudoAzul Domain Names, Azul Viagens Trademarks or Azul Viagens Domain Names; together, in each case with the goodwill of the business connected with such use of, and symbolized by, any of the foregoing (collectively, the “Azul Other IP”, and together with the Azul Brand IP, the “Contributed Intellectual Property”). The term “Contributed Intellectual Property” expressly excludes (i) any and all Intellectual Property used or held for use exclusively in the operation of the Azul Cargo Business and (ii) the trademark “Azul Cargo”, the domain name “www.azulcargo.com.br” and the other Azul Cargo Intellectual Property.

(4)each of IP HoldCo’s, IP Co’s, Azul’s and Azul Linhas’ rights under the following agreements (each as defined herein): (a) each Contribution Agreement; (b) each IP License; (c) the Management Agreement and (d) each other contribution agreement, license or sublicense related to the Contributed Intellectual Property that is required to be entered into after July 14, 2023 pursuant to the terms of any Transaction Documents;

(5)one Cayman equitable share mortgage, of 100% of the shares held by each of (i) the Parent Guarantor, (ii) Azul Linhas, (iii) IntelAzul and (iv) Azul Viagens in IP HoldCo (and for the avoidance of doubt, excluding the special share held by the Special Shareholder), governed by Cayman Islands law, as confirmed by a deed of confirmation dated July 20, 2023;

(6)a Cayman equitable share mortgage of 100% of the shares held by IP HoldCo in IP Co (and for the avoidance of doubt, excluding the special share held by the Special Shareholder), governed by Cayman Islands law, as confirmed by a deed of confirmation dated July 20, 2023;

(7)a Fiduciary Transfer of 100% of the equity interests held by the Parent Guarantor in IntelAzul, governed by Brazilian law;

(8)a Fiduciary Transfer of 100% of the equity interests held by Azul Linhas and one individual in Azul Viagens, governed by Brazilian law;

(9)a Fiduciary Assignment (which is the TudoAzul Fiduciary Assignment) in respect of (i) the receivables under the Assigned TudoAzul Agreements, (ii) the Designated TudoAzul Credit Card and Debit Card Receivables, and (iii) the TudoAzul Receivables Deposit Account, governed by Brazilian law;

(10)a Fiduciary Assignment (which is the Azul Viagens Fiduciary Assignment) in respect of (i) the receivables under the Assigned Azul Viagens Agreements, (ii) the Designated Azul Viagens Credit Card and Debit Card Receivables, and (iii) the Azul Viagens Receivables Deposit Account, governed by Brazilian law;

(11)one or more control agreements over each of the TudoAzul Receivables Deposit Account and the Azul Viagens Receivables Deposit Account, governed by Brazilian law;

(12)a Fiduciary Assignment in respect of the receivables under the Intercompany Loan Agreements, governed by Brazilian law;

(13)a pledge and control agreement over the USD Payment Account, the USD Blocked Account and the USD Collateral Account, each of which is located in the United States, governed by New York law (which, in each case, shall cover the funds contained in such accounts) among the Issuer, the U.S. Collateral Agent and UMB Bank, N.A.;

(14)a Fiduciary Assignment and a control agreement governed by Brazilian law, over the BRL Payment Account, the BRL Blocked Account and the BRL Collateral Account, each of which is located in Brazil (which, in each case, shall cover the funds contained in such accounts);

(15)a pledge agreement, governed by New York law, over Azul Linhas’ right, title and interest (including payment rights) in, to and under all securities and any other stock or stock equivalent of the Issuer;

(16)a security agreement over all other right, title and interest (including partnership interest), whether now owned or hereafter existing and wherever located, in, to and under all assets of the IP Parties and the Issuer governed by New York law.

(17)any Additional Collateral; and

(18)any Additional Intercompany Indebtedness Collateral.

“Share Trustee” means Walkers Fiduciary Limited in its capacity as share trustee under the Service Agreements.

“Significant Subsidiary” means any subsidiary of the Parent Guarantor (or any successor) which at the time of determination either (a) had assets which, as of the date of the Parent Guarantor’s (or such successor’s) most recent quarterly consolidated balance sheet, constituted at least 10% of the Parent Guarantor’s (or such successor’s) total assets on a consolidated basis as of such date, or (b) had revenues for the 12-month period ending on the date of the Parent Guarantor’s (or such successor’s) most recent quarterly consolidated statement of income which constituted at least 10% of the Parent Guarantor’s (or such successor’s) total revenues on a consolidated basis for such period.

“Special Shareholder” means, with respect to each IP Party, the Special Shareholder (as defined in such the Specified Organizational Document of such IP Party) with respect to such IP Party. As at the Closing Date, the Special Shareholder is Walkers Fiduciary Limited.

“Specified Acquisition Entity” means any entity that is (a) acquired by the Parent Guarantor or any of its Subsidiaries (other than an IP Party) after July 14, 2023 (whether such entity becomes a wholly- or less than wholly-owned Subsidiary thereof) or (b) another commercial airline (including any business lines or divisions thereof) with which the Parent Guarantor or such a Subsidiary of the Parent Guarantor merges or enters into an acquisition transaction.

“Specified IP” means certain Contributed Intellectual Property which cannot be transferred or contributed directly or indirectly to IP Co due to applicable law, domain registrar restrictions or existing contractual restrictions.

“Specified Obligor Change of Control” means the occurrence of any of the following:

(i)the failure of Azul Linhas to directly own 100% of the limited partnership interests in the Issuer;

(ii)the failure of Azul Linhas to directly own 100% of the equity interests (other than the special share issued to the Special Shareholder) of IP HoldCo; or

(iii)the failure of IP HoldCo to directly own 100% of the equity interests (other than the special share issued to the Special Shareholder) of IP Co.

“Specified Organizational Documents” means (i) the Amended and Restated Memorandum and Articles of Association of IP Co, dated July 14, 2023 and (ii) the Amended and Restated Memorandum and Articles of Association of IP HoldCo, dated July 14, 2023, in each case, as amended, restated or otherwise modified from time to time as permitted thereby and by the Indenture and the Collateral Documents.

“Stated Maturity” means, with respect to any payment of interest or principal on the Notes, the date on which the payment of interest or principal was scheduled to be paid under this Indenture, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Stock” means all shares, shares of capital stock (whether denominated as common stock or preferred stock), equity interests, beneficial, partnership, limited liability company or membership interests, joint venture interests, participations or other ownership or profit interests in or equivalents (regardless of how designated) of or in a Person (other than an individual), whether voting or non-voting; provided, that any instrument evidencing Indebtedness convertible or exchangeable for Stock shall not be deemed to be Stock, unless and until any such instruments are so converted or exchanged.

“Sublicense” means that certain sublicense agreement entered into among IP HoldCo, Azul Linhas and, solely for the purposes described therein, the Parent Guarantor, dated as of July 14, 2023, pursuant to which IP HoldCo has granted Azul Linhas an exclusive, worldwide sublicense to the Contributed Intellectual Property.

“Subordinated Indebtedness” means Indebtedness of the Parent Guarantor or any of its Subsidiaries that is contractually subordinated in right of payment to the Notes and the Note Guarantees.

“Subsidiary” means, with respect to any Person:

(1)any corporation, company, association or other business entity (other than a partnership, joint venture or limited liability company) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person (or a combination thereof); and

(2)any partnership, joint venture or limited liability company of which (a) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or a combination thereof, whether in the form of membership, general, special or limited partnership interests or otherwise and (b) such Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

“Tax” and “Taxes” (including the correlative term “Taxation”) means any and all present or future taxes, levies, imposts, duties, assessments, fees, deductions, charges or withholdings imposed by any Governmental Authority, including any interest, additions to tax, fines or penalties applicable thereto.

“Transfer Agent” means UMB Bank, N.A. and any other Person authorized by the Issuer to effectuate the exchange or transfer of any Note on behalf of the Issuer hereunder.

“Third Party Processors” means a third-party provider or other third party that accesses, collects, stores, transmits, transfers, processes, discloses or uses Personal Data on behalf of an Obligor.

“Third-Party Rights” means, with respect to any Contributed Intellectual Property, any rights existing on July 14, 2023 granted to any Person (other than the Parent Guarantor or any of its Subsidiaries) to use such Contributed Intellectual Property under the TudoAzul Agreements or Azul Viagens Agreements in existence as of July 14, 2023 or other non-exclusive licenses granted to any Person (other than the Parent Guarantor or any of its Subsidiaries) in the ordinary course.

“Trade Secrets” means all confidential and proprietary information, including trade secrets (as defined under the Uniform Trade Secrets Act or the Federal Defend Trade Secrets Act of 2016) and proprietary know-how, which may include all inventions (whether or not patentable), invention disclosures, methods, processes, designs, algorithms, source code, customer lists and data, databases, compilations, collections of data, practices, processes, specifications, test procedures, flow diagrams, research and development, and formulas.

“Transaction Documents” means the Notes Documents, the Collateral Documents, the IP Agreements, the Deeds of Undertaking, the Services Agreements, the Specified Organizational Documents, the Convertible Debentures Documents, and any Secured Debt Documents in respect of any Additional First Priority Secured Debt.

“Travel Package Business” means the business of operating and providing travel products and services through the contracting, booking, and/or packaging together of one or more of the various components of a vacation, such as flights, hotels, cruises, car hire, transfers, other transportation, meals, guides, tours, activities, attractions, experiences and insurance.

“Travel Package Business Lien” means a pledge as Shared Collateral, on the same or equivalent basis and in the same or equivalent manner as the Azul Viagens Business, of all or substantially all of the receivables (representing at least 80% of gross billings or equivalent, calculated in the same manner as Azul Viagens Gross Billings but substituting references to the Azul Viagens Business with references to such Travel Package Business) and cash proceeds arising under such Travel Package Business and all of the Intellectual Property of such Travel Package Business (but solely to the extent that such Intellectual Property would be included in the definition of Azul Other IP, substituting references to Azul Viagens with references to such Travel Package Business), and whereby all receivables and cash proceeds arising under such Travel Package Business are paid to the Collection Account (or such other collection account of the Parent Guarantor or another Obligor that is subject to the lien of the Brazilian Collateral Agent for the benefit of the Secured Parties and under the exclusive control of the Brazilian Collateral Agent as an entitlement holder which shall be designated as a Collection Account (including for the purposes of the Debt Service Coverage Ratio)), in each case, subject to Third-Party Rights and other Permitted Collateral Liens.

“Treasury Rate” means, with respect to any Redemption Date, the yield determined by the Issuer in accordance with the following two paragraphs:

(1)The Treasury Rate shall be determined by the Issuer after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the Redemption Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading). In determining the Treasury Rate, the Issuer shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the Initial Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Initial Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption Date.

(2)If on the third Business Day preceding the Redemption Date H.15 or any successor designation or publication is no longer published, the Issuer shall calculate the Treasury Rate based on the rate per annum equal to the quarterly equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such Redemption Date of the United States Treasury security maturing on, or with a maturity that is closest to, the Initial Call Date. If there is no United States Treasury security maturing on the Initial Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Initial Call Date, one with a maturity date preceding the Initial Call Date and one with a maturity date following the Initial Call Date, the Issuer shall select the United States Treasury security with a maturity date preceding the Initial Call Date. If there are two or more United States Treasury securities maturing on the Initial Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Issuer shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semiannual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

The Issuer’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. The Trustee shall have no obligation to calculate or verify any calculation of the redemption price.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, and the rules and regulations thereunder as in effect on the date of this Indenture.

“Trustee” means UMB Bank, N.A., as trustee, until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

“TudoAzul Agreements” means any currently existing or future co-branding, partnering or similar agreements with third parties entered into by the Parent Guarantor or any of its Subsidiaries in connection with the TudoAzul Program, including any amendment thereof and any other agreement entered into with the same party in substitution for, or supplementary to, the existing agreements, and all related ancillary agreements, documents and emails.

“TudoAzul Customer Data” means any and all personal data owned or controlled (within the meaning of the LGPD), or later developed or acquired and owned or controlled (within the meaning of the LGPD), by the Parent Guarantor or any of its Subsidiaries and used, generated, or produced as part of the TudoAzul Program (including Clube TudoAzul), including any and all of the following: (i) a list of all members of the TudoAzul Program (including Clube TudoAzul) owned by the Parent Guarantor or any of its Subsidiaries from time to time; and (ii) the Member Profile Data for each member of the TudoAzul Program (including Clube TudoAzul) owned by the Parent Guarantor or any of its Subsidiaries from time to time.

“TudoAzul Domain Names” means (i) any and all domain names and social media accounts throughout the world that, in each case, are owned, or later developed or acquired and owned, by the Parent Guarantor or any of its Subsidiaries and, in each case, include the word “Tudo,” including the “TudoAzul.com.br” domain name and (ii) any and all similar, legacy or successor domain names with respect to any of the foregoing.

“TudoAzul Fiduciary Assignment” means the Fiduciary Assignment in respect of (i) the receivables under the Assigned TudoAzul Agreements, (ii) the Designated TudoAzul Credit Card and Debit Card Receivables, and (iii) the TudoAzul Receivables Deposit Account, governed by Brazilian law.

“TudoAzul Gross Billings” in any Quarterly Reporting Period means the total amount, calculated in Brazilian reais, of all amounts billed, invoiced or otherwise charged to customers or business partners by the TudoAzul Program, in such Quarterly Reporting Period, minus any reversals in such amounts billed, invoiced or otherwise charged in respect of such Quarterly Reporting Period. Amounts in respect of the money portion of any “points plus money” transactions are not included in the calculation of TudoAzul Gross Billings.

“TudoAzul Program” means any Loyalty Program which is operated, owned or controlled, directly or indirectly, by the Parent Guarantor or any of its Subsidiaries, or principally associated with the Parent Guarantor or any of its Subsidiaries, in each case, as in effect from time to time, whether under the “TudoAzul” name or otherwise, in each case including any successor program, but excluding any Permitted Acquisition Loyalty Program. The TudoAzul Program includes Clube TudoAzul.

“TudoAzul Proprietary Software” means the proprietary software for the web service layer developed by or on behalf of the Parent Guarantor or any of its Subsidiaries for use in connection with the TudoAzul Program, including the source code thereof.

“TudoAzul Receivables Deposit Account” means the relevant account described in the TudoAzul Fiduciary Assignment in the name of Azul Linhas in Brazilian reais maintained in Brazil and subject to the TudoAzul Fiduciary Assignment and an Account Control Agreement (under the sole dominion and control of the Account Bank under the direction of the Brazilian Collateral Agent).

“TudoAzul Trademarks” means (i) any and all trademarks, service marks, brand names, designs, and logos throughout the world that, in each case, are owned, or later developed or acquired and owned, by the Parent Guarantor or any of its Subsidiaries and, in each case, include the word “Tudo” (including the combined wordmark “TudoAzul”), and (ii) any and all successor or legacy brands with respect to any of the foregoing.

“UCC” means the Uniform Commercial Code as in effect from time to time in any applicable jurisdiction.

“Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend.

“Unrestricted Global Note” means a permanent Global Note substantially in the form of Exhibit A hereto that bears the Global Note Legend and that has the “Schedule of Increases or Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and registered in the name of the Notes Depositary, representing Notes that do not bear the Private Placement Legend.

“U.S. Collateral Agent” means UMB Bank, N.A.

“USD Blocked Account” means a segregated account in U.S. dollars (with permission to hold balances through investments in Cash Equivalents), in the name of the Issuer, maintained in New York and subject to a security agreement and an Account Control Agreement (under the sole dominion and control of the U.S. Collateral Agent).

“USD Collateral Account” means a segregated non-interest bearing trust account in U.S. dollars, in the name of the Issuer (or, at the option of the Parent Guarantor, any Obligor) and under the sole dominion and control of the U.S. Collateral Agent into which amounts from the Collection Accounts are to be transferred on each Post-Default Distribution Date when a Remedies Direction has been given and remains in effect.

“USD Payment Account” means a segregated non-interest-bearing account in U.S. dollars, in the name of the Issuer, maintained in New York and subject to a security agreement and an Account Control Agreement (under the sole dominion and control of the U.S. Collateral Agent) into which USD Required Payments are to be transferred from the Collection Accounts when no Remedies Direction has been given and remains in effect.

“USD Payment Waterfall” has the meaning given in the Intercreditor Agreement.

“USD Required Payments” means the amounts necessary to satisfy in full all obligations then due and payable under clauses (1) through (7) of the USD Payment Waterfall.

“US IGA” means the intergovernmental agreement to improve international tax compliance and the exchange of information between the Cayman Islands and the United States.

“U.S. Person” means a U.S. person as defined in Rule 902(k) under the Securities Act.

“Voting Stock” means, with respect to any Person, Capital Stock of any class or kind ordinarily having the power to vote for the election of directors, managers or other voting members of the governing body of such Person.

“Waterfall AerCap Payment” has the meaning given to such term in the Intercreditor Agreement.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

1.the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

2.the then outstanding principal amount of such Indebtedness; provided that for purposes of determining the Weighted Average Life to Maturity of any Indebtedness that is being modified, refinanced, refunded, renewed, replaced or extended, the effects of any prepayments or amortization made on such Indebtedness prior to the date of the applicable modification, refinancing, refunding, renewal, replacement or extension shall be disregarded.

Section 1.02 Other Definitions.

Term	Defined in Section
“Additional IntercTerompany Indebtedness Collateral”	13.11(b)
“AerCap Secured Obligations Cap”	Definition of “AerCap<br>Secured Obligations”
“Applicable Mandatory Repurchase Offer Proceeds”	3.09(a)
"Assumption Motion"	Definition of “Chapter<br>11 Case Milestones”
Term	Defined in Section
---	---
"Assumption Order"	Definition of “Chapter<br>11 Case Milestones”
“Authentication Order”	2.04
“Azul”	Preamble
“Azul Domain Names”	Definition of “Shared<br>Collateral”
“Azul Trademarks”	Definition of “Shared<br>Collateral”
“additional amounts”	4.26
“Affiliate Transaction”	4.14
“Allocated Points”	4.11
“Annual Appraisal”	4.18
“Anticipated Designated Azul Viagens Credit Card and Debit Card Receivables”	4.02
“Anticipated Designated TudoAzul Credit Card and Debit Card Receivables”	4.02
“Azul Brand IP”	Definition of “Shared<br>Collateral”
“Azul Other IP”	Definition of “Shared<br>Collateral”
“Azul Trademarks and Domains”	Definition of “Shared<br>Collateral”
“Azul Viagens Customer Data”	4.24
“Azul Viagens Receivables Coverage Covenant”	4.02
“Bankruptcy Automatic Acceleration”	6.02
“Bankruptcy Court”	Definition of “Chapter<br>11 Case Milestones”
“Blocked Pre-paid Amount”	4.11
“Blocked Pre-paid Points Purchase”	4.11
“BRL Azul Viagens Credit Card and Debit Card Receivables”	4.02
“BRL TudoAzul Credit Card and Debit Card Receivables”	4.02
“Chapter 11 Debtor”	Definition of “Chapter<br>11 Case Milestones”
“Contingent Payment Event Proceeds”	3.09(a)
“Contributed Intellectual Property”	Definition of “Shared<br>Collateral”
“Covenant Defeasance”	8.03
“Database Control Agreement”	4.24
“Designated Azul Viagens Credit Card and Debit Card Receivables”	4.02(b)(vi)
“Designated TudoAzul Credit Card and Debit Card Receivables”	4.02(b)(ii)
“DSCR Calculation Certificate”	4.18(a)(vi)
“Event of Default”	6.02(a)
“Excess Cash Flow Offer to Purchase”	3.13(a)
“Excess Cash Flow Payment Date”	3.13(a)
“Excess Points Net Proceeds”	3.08(a)
“Excess Recovery Event Proceeds”	3.09(a)
Term	Defined in Section
---	---
“Foreign Azul Viagens Card Receivables”	4.02
“Foreign TudoAzul Card Receivables”	4.02
“Initial Notes”	Preamble
“Issuer Substitution Documents”	4.19
“Legal Defeasance”	8.02
“LTV Step-up Amount”	Definition of “Interest<br>Rate”
“Mandatory Offer Repurchase Price”	3.09(c)
“Mandatory Prepayment Event”	3.08(a)
“Mandatory Repurchase Date”	3.09(c)
“Mandatory Repurchase Offer”	3.09(a)
“Mandatory Repurchase Offer Event”	3.09(a)
“Mandatory Repurchase Offer Period”	3.09(c)
“Mandatory Repurchase Offer Notices”	3.09(c)
“Note Guarantees”	10.01(a)
“Notes Make-Whole Redemption Premium”	3.07
“Note Register”	2.05
“Notes Prepayment Amount”	3.08
“Notes Secured Parties”	13.01
“Parent Change of Control Offer”	4.35(a)
“Parent Change of Control Payment”	4.35(a)
“Parent Change of Control Payment Date”	4.35(a)
“Parent” or “Parent Guarantor”	Preamble
“Paying Agent”	2.05
“Permitted Basket Net Proceeds”	4.11
“Permitted Brazilian Dividends”	4.12
“Permitted Person”	Definition of “Parent<br>Change of Control”
“Permitted Pre-paid Points Basket Amount”	3.08
“Petition Date”	Definition of “Chapter<br>11 Case Milestones”
“Points Allocation Officer’s Certificate”	4.11
“Points Allocation Release Amount”	4.11
“Pre-paid Point”	4.11
“Prepayment Date”	3.08(a)
“Price-per-Point”	4.11
“Price-per-Point Certificate”	4.11
“Recovery Event Proceeds”	3.09(a)
“Registrar”	2.05
“Relevant Leases”	Definition of “AerCap<br>Secured Obligations”
“Relevant Lessors”	Definition of “AerCap<br>Secured Obligations”
“Required Currency”	12.18
Term	Defined in Section
---	---
“Restricted Payments”	4.12
“Substituted Issuer”	4.19
“Taxing Jurisdiction”	4.26
“TudoAzul Receivables Coverage Covenant”	4.02
“Quarterly Freeflow BRL Amount”	Definition of “Quarterly<br>Freeflow Threshold”
“Quarterly Freeflow USD Amount”	Definition of “Quarterly<br>Freeflow Threshold”
“Voluntary Contributions”	4.06

Section 1.03. [Reserved].

Section 1.04. Rules of Construction.

Unless the context otherwise requires:

(a)term has the meaning assigned to it;

(b)an accounting term not otherwise defined has the meaning assigned to it in accordance with IFRS;

(c)“or” is not exclusive;

(d)words in the singular include the plural, and in the plural include the singular;

(e)“will” shall be interpreted to express a command;

(f)provisions apply to successive events and transactions;

(g)references to sections of, or rules under, the Securities Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time;

(h)unless the context otherwise requires, any reference to an “Article,” “Section,” “clause” or “Exhibit” refers to an Article, Section, clause or Exhibit, as the case may be, of this Indenture; and

(i)the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not any particular Article, Section, clause, other subdivision or Exhibit.

Section 1.05. Acts of Holders.

(a)Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee, the Collateral Agents, if applicable, and, where it is hereby expressly required, to the Issuer. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of the Trustee, the Collateral Agents and the Issuer, if made in the manner provided in this Section 1.05.

(b)The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute proof of the authority of the Person executing the same. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient.

(c)The ownership of Notes shall be proved by the Note Register.

(d)Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of any action taken, suffered or omitted by the Trustee, the Collateral Agents or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

(e)The Issuer may set a record date for purposes of determining the identity of Holders entitled to give any request, demand, authorization, direction, notice, consent, waiver or take any other act, or to vote or consent to any action by vote or consent authorized or permitted to be given or taken by Holders. Unless otherwise specified, if not set by the Issuer prior to the first solicitation of a Holder made by any Person in respect of any such action, or in the case of any such vote, prior to such vote, any such record date shall be the later of 30 days prior to the first solicitation of such consent or the date of the most recent list of Holders furnished to the Trustee prior to such solicitation.

(f)Without limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this Section 1.05(f) shall have the same effect as if given or taken by separate Holders of each such different part.

(g)Without limiting the generality of the foregoing, a Holder, including DTC that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders, and DTC that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such depositary’s standing instructions and customary practices.

(h)The Issuer may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by DTC entitled under the procedures of such depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not such Holders remain Holders after such record date. No such request, demand, authorization, direction, notice, consent, waiver or other action shall be valid or effective if made, given or taken more than 90 days after such record date.

ARTICLE 2

THE NOTES

Section 2.01. [Reserved].

Section 2.02.[Reserved].

Section 2.03. Form and Dating; Terms.

(a)General. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rules or usage. Each Note shall be dated the date of its authentication. The Notes shall be in minimum denominations of US$200,000 and integral multiples of US$1,000 in excess thereof.

(b)Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Increases or Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Increases or Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Increases or Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect prepayments, exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby resulting from exchange from one Global Note to another shall be made by the Trustee or the Collateral Agents, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.08 hereof.

(c)Temporary Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Notes Depositary, and registered in the name of the Notes Depositary or the nominee of the Notes Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided.

Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged, for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Notes Depositary or its nominee, as the case may be, in connection with transfers of interest, exchanges, prepayments and redemption as hereinafter provided.

(d)Terms.

The terms and provisions contained in the Notes in Exhibit A attached hereto shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

The Notes shall be subject to repurchase by the Issuer pursuant to a Mandatory Repurchase Offer as provided in Section 3.09 hereof or a Parent Change of Control Offer as provided in Section 4.35 hereof. The Notes shall not be redeemable or prepayable, other than as provided in Article 3.

Subject to Sections 4.10 and 4.13, Additional Notes ranking pari passu with the Initial Notes may be created and issued from time to time by the Issuer without notice to or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes and shall have identical terms and conditions (other than the issue price, issuance date, first Notes Interest Payment Date, the date from which interest will accrue and, to the extent necessary, certain temporary securities law transfer restrictions), will be secured on a pari passu basis (as to the Initial Notes) by the Shared Collateral; provided that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes will have one or more separate CUSIP and/or other securities numbers; provided further, that the Issuer’s ability to issue Additional Notes shall be subject to the Issuer’s compliance with Section 4.10 hereof. Any Additional Notes shall be issued with the benefit of an indenture supplemental to this Indenture.

(e)Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes that are held by Participants through Euroclear or Clearstream.

Section 2.04. Execution and Authentication.

One or more Responsible Officers of the Issuer shall sign the Notes on behalf of the Issuer by manual, electronic or facsimile signature.

If a Responsible Officer of the Issuer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid.

A Note shall not be valid until authenticated by the manual, electronic or facsimile signature of the Trustee or an authenticating agent. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. A Note shall be dated the date of its authentication unless otherwise provided by a board resolution, a supplemental indenture or an Officer’s Certificate. On the Closing Date, the Trustee shall upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder.

The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent of services of notices and demands.

The aggregate principal amount of Notes outstanding at any time may not exceed any limit upon the maximum principal amount set forth in this Indenture, except as provided in Section 2.09.

Section 2.05. Registrar, Paying Agent and Transfer Agent.

The Issuer shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. Each Transfer Agent shall notify the Trustee and the Registrar of any transfers or exchanges of Notes effected by it. The Issuer may have one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Paying Agent” includes any additional paying agent and the term “Transfer Agent” includes any additional transfer agent. The Issuer may change any Paying Agent or Registrar without prior notice to any Holder. If the Issuer fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuer hereby appoints the Trustee at its Corporate Trust Office as Registrar, Paying Agent and Transfer Agent for the Notes unless another Registrar, Paying Agent or Transfer Agent, as the case may be, is appointed prior to the time the Notes are first issued. The Issuer shall notify the Trustee of the name and address of any Agent not a party to this Indenture.

The Issuer initially appoints DTC to act as Notes Depositary with respect to the Global Notes.

Section 2.06. Paying Agent to Hold Money in Trust.

The Issuer shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of interest, additional amounts, if any, principal and premium, if any, on the Notes, and shall notify the Trustee of any default by the Issuer in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Issuer, the Trustee shall serve as Paying Agent for the Notes.

Section 2.07. Holder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders. If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee at least five Business Days before each Payment Date and at such other times as the Trustee may reasonably request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes.

Section 2.08. Transfer and Exchange.

(a)Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.08, a Global Note may be transferred, in whole and not in part, only to another nominee of the Notes Depositary or to a successor Notes Depositary or a nominee of such successor Notes Depositary. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless (i) the Notes Depositary (x) notifies the Issuer that it is unwilling or unable to continue as Notes Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Notes Depositary is not appointed by the Issuer within 120 days or (ii) there shall have occurred and be continuing a Default with respect to the Notes. Upon the occurrence of any of the preceding events in (i) or (ii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Notes Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Section 2.09 and Section 2.12 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.08 or Section 2.09 or Section 2.12 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events in (i) or (ii) above and pursuant to Section 2.08(b)(ii)(B) and Section 2.08(c) hereof. A Global Note may not be

exchanged for another Note other than as provided in this Section 2.08(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.08(b) or Section 2.08(c) hereof.

(b)Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Notes Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(i)Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Temporary Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than one of the Initial Purchasers (as defined in the Offering Memorandum)). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.08(b)(i).

(ii)All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.08(b)(i) hereof, the transferor of such beneficial interest must deliver to the Registrar either (A) (1) a written order from a Participant or an Indirect Participant given to the Notes Depositary in accordance with the Applicable Procedures directing the Notes Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or (B) (1) subsequent to any of the events in clauses (i) or (ii) of Section 2.08(a), a written order from a Participant or an Indirect Participant given to the Notes Depositary in accordance with the Applicable Procedures directing the Notes Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Notes Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above; provided, that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the

Regulation S Temporary Global Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of the certificates in the form of Exhibit B hereto. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.08(h) hereof.

(iii)Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.08(b)(ii) hereof and the Registrar receives the following:

(A)if the transferee will take delivery in the form of a beneficial interest in a 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; or

(B)if the transferee will take delivery in the form of a beneficial interest in the Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.

(iv)Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any Holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.08(b)(ii) hereof and the Registrar receives the following:

(A)if the Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

(B)if the Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this Section 2.08(b)(iv), if the Registrar or Issuer so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar and Issuer to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

If any such transfer is effected pursuant to this Section 2.08(b)(iv) at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.04 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to this Section 2.08(b)(iv).

Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

(c)Transfer or Exchange of Beneficial Interests for Definitive Notes.

(i)Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any Holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon the occurrence of any of the events in clauses (i) or (ii) of Section 2.08(a) hereof and receipt by the Registrar of the following documentation:

(A)if the Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

(B)if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(C)if such beneficial interest is being transferred to a non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof;

(D)if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E)if such beneficial interest is being transferred to the Issuer, the Guarantors or any of their respective Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(F)if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.08(h) hereof, and the Issuer shall execute and upon receipt of an Authentication Order, the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.08(c) shall be registered in such name or names and in such authorized denomination or denominations as the Holder of such beneficial interest shall instruct the Registrar through instructions from the Notes Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.08(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(ii)Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes. Notwithstanding Section 2.08(c)(i)(A) and Section 2.08(c)(i)(C) hereof, a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Exhibit B hereto, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

(iii)Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A Holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events in subsection (i) or (ii) of Section 2.08(a) hereof and if the Registrar receives the following:

(A)if the Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

(B)if the Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case, if the Registrar or Issuer so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar and Issuer to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(iv)Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any Holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon the occurrence of any of the events in subsection (i) or (ii) of Section 2.08(a) hereof and satisfaction of the conditions set forth in Section 2.08(b)(ii) hereof, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.08(h) hereof, and the Issuer shall execute and, upon receipt of an Authentication Order, the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.08(c)(iv) shall be registered in such name or names and in such authorized denomination or denominations as the Holder of such beneficial interest shall instruct the Registrar through instructions from or through the Notes Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.08(c)(iv) shall not bear the Private Placement Legend.

(d)Transfer and Exchange of Definitive Notes for Beneficial Interests.

(i)Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

(A)if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

(B)if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(C)if such Restricted Definitive Note is being transferred to a non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof;

(D)if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E)if such Restricted Definitive Note is being transferred to the Issuer, the Guarantors or any of the Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(F)if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) of this Section 2.08(d)(i), the applicable Restricted Global Note, in the case of clause (B) of this Section 2.08(d)(i), the applicable 144A Global Note, and in the case of clause (C) of this Section 2.08(d)(i), the applicable Regulation S Global Note.

(ii)Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if the Registrar receives the following:

(A)if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

(B)if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this Section 2.08(d)(ii), if the Registrar or Issuer so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar and Issuer to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Upon satisfaction of the applicable conditions in this Section 2.08(d)(ii), the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

(iii)Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to clauses (ii) or (iii) of this Section 2.08(d) at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.04 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

(e)Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.08(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Transfer Agent or Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.08(e):

(i)Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

(A)if the transfer will be made pursuant to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B)if the transfer will be made pursuant to Rule 903 or Rule 904 then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; or

(C)if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications required by item (3) thereof, if applicable.

(ii)Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if the Registrar receives the following:

(A)if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

(B)if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this Section 2.08(e)(ii), if the Registrar or Issuer so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar and Issuer to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(iii)Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

(f)[Reserved].

(g)Legends. The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture:

(i)Private Placement Legend.

(A)Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear a legend in substantially the following form:

“[[in the case of Rule 144A Global Note:] THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO AZUL S.A., AZUL LINHAS AÉREAS BRASILEIRAS S.A., AZUL SECURED FINANCE LLP, INTELAZUL S.A., ATS VIAGENS E TURISMO LTDA., AZUL IP CAYMAN HOLDCO LTD., AZUL IP CAYMAN LTD. OR ONE OF THEIR RESPECTIVE SUBSIDIARIES, (2) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3) TO NON-U.S. PERSONS IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER (IF AVAILABLE) OR ANOTHER AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS OTHER THAN RULE 144A OR REGULATION S, OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. IN ADDITION, THE NOTES MAY NOT BE TRANSFERRED TO OR HELD BY A COMPETITOR (AS DEFINED IN THE INDENTURE).]

[[in the case of Regulation S Global Note:] THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD OR DELIVERED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY US PERSON, UNLESS SUCH NOTES ARE REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF IS AVAILABLE. THE FOREGOING SHALL NOT APPLY FOLLOWING THE EXPIRATION OF FORTY DAYS FROM THE LATER OF (I) THE DATE ON WHICH THESE NOTES WERE FIRST OFFERED AND (II) THE DATE OF ISSUANCE OF THESE NOTES.]”

(B)Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraphs (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii), or (e)(iii) of this Section 2.08 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend.

(ii)Global Note Legend. Each Global Note shall bear a legend in substantially the following form:

“THIS GLOBAL NOTE IS HELD BY THE NOTES DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.08(H) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.08(A) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.13 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR NOTES DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE NOTES DEPOSITARY TO A NOMINEE OF THE NOTES DEPOSITARY OR BY A NOMINEE OF THE NOTES DEPOSITARY TO THE NOTES DEPOSITARY OR ANOTHER NOMINEE OF THE NOTES DEPOSITARY OR BY THE NOTES DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR NOTES DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR NOTES DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

(iii)Regulation S Temporary Global Note Legend. The Regulation S Temporary Global Note shall bear a legend in substantially the following form:

“THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD OR DELIVERED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY US PERSON, UNLESS SUCH NOTES ARE REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF IS AVAILABLE. THE FOREGOING SHALL NOT APPLY FOLLOWING THE EXPIRATION OF FORTY DAYS FROM THE LATER OF (I) THE DATE ON WHICH THESE NOTES WERE FIRST OFFERED AND (II) THE DATE OF ISSUANCE OF THESE NOTES”

(h)Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.13 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Notes Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Notes Depositary at the direction of the Trustee to reflect such increase.

(i)General Provisions Relating to Transfers and Exchanges.

(i)To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.04 hereof or at the Registrar’s request.

(ii)No service charge shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuer and the Trustee may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.09, Section 2.12, Section 3.06, Section 3.07, Section 3.08, Section 3.09, Section 4.35 and Section 9.05 hereof).

(iii)Neither the Registrar nor the Issuer shall be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

(iv)All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(v)The Issuer shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Note so selected for redemption or tendered (and not withdrawn) for repurchase in connection with a Parent Change of Control Offer, a Mandatory Repurchase Offer or other tender offer, in whole or in part, except the unredeemed or untendered portion of any Note being redeemed or repurchased in part or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding Payment Date.

(vi)Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of interest, additional amounts, if any, principal and premium, if any, on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuer shall be affected by notice to the contrary.

(vii)Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.36 hereof, the Issuer shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount.

(viii)At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section 2.04 hereof.

(ix)All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.08 to effect a registration of transfer or exchange may be submitted by facsimile.

(x)The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a Participant or Indirect Participant in, the Notes Depositary or other Person with respect to the accuracy of the records of the Notes Depositary or its nominee or of any Participant or Indirect Participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any Participant or Indirect Participant, member, beneficial owner, or other Person (other than the Notes Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. The Trustee may rely and shall be fully protected in relying upon information furnished by the Notes Depositary with respect to its members, Participants or Indirect Participants, and any beneficial owners.

(xi)The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among the Notes Depositary’s participants, members, or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. None of the Trustee, the Collateral Agents nor any of their agents shall have any responsibility for any actions taken or not taken by the Notes Depositary.

(xii)Each purchaser of the Notes offered hereby will be deemed to have represented and agreed to provide the Issuer and its agents with any correct, complete and accurate information and documentation that may be required for the Issuer to comply with FATCA, the AEOI Regulations and the CRS, and to prevent the imposition of U.S. federal withholding tax under FATCA on payments to or for the benefit of the Issuer, including but not limited to a properly completed and executed “Entity Self-Certification Form” or “Individual Self-Certification Form” (in the forms published by the Cayman Islands Department for International Tax Cooperation, which forms can be obtained at http://www.tia.gov.ky/pdf/CRS_Legislation.pdf) on or prior to the date on which it becomes a holder of Notes. In the event such purchaser fails to provide such information or documentation, or to the extent that its ownership of Notes would otherwise cause the Issuer to be subject to any tax under FATCA, (A) the Issuer (and any agent acting on their behalf) are authorized to withhold amounts otherwise distributable to the purchaser as compensation for any tax imposed under FATCA or any fine or penalty imposed under the CRS as a result of such failure or the purchaser’s ownership, and (B) to the extent necessary to avoid an adverse effect on the Issuer as a result of such failure or the purchaser’s ownership, the Issuer will have the right to compel the purchaser to sell its Notes and, if it does not sell its Notes within 10 Business Days after notice from

the Issuer or its agents, the Issuer will have the right to sell such Notes at a public or private sale called and conducted in any manner permitted by law, and to remit the net proceeds of such sale (taking into account any taxes incurred by the Issuer in connection with such sale) to the purchaser as payment in full for such Notes. The Issuer may also assign each such Note a separate securities identifier in the Issuer’s sole discretion. Each purchaser agrees that the Issuer and its agents or representatives may (1) provide any information and documentation concerning its investment in its Notes to the Cayman Islands Tax Information Authority, the IRS and any other relevant tax authority and (2) take such other steps as they deem necessary or helpful to ensure that the Issuer complies with FATCA, the AEOI Regulations and the CRS.

Section 2.09. Replacement Notes.

If any mutilated Note is surrendered to the Trustee, the Issuer shall execute, and the Trustee shall authenticate and deliver in exchange therefor, a new Note of like tenor and principal amount and bearing a number not contemporaneously outstanding.

If there shall be delivered to the Issuer and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Note and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Issuer or the Trustee that such Note has been acquired by a bona fide purchaser, the Issuer shall execute, and upon the Issuer’s request the Trustee shall authenticate and make available for delivery, in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount and bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Issuer, in its discretion, may, instead of issuing a new Note, pay such Note.

Upon the issuance of any new Note under this Section, the Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

Every replacement Note is a contractual obligation of the Issuer and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

Section 2.10. Outstanding Notes.

The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.10 as not outstanding. Except as set forth in this Section 2.10 or Section 2.11 hereof, a Note does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Note.

If a Note is replaced pursuant to Section 2.09 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.

If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent (other than the Issuer, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date, repurchase date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Subject to Section 2.11, in determining whether the Holders of the requisite principal amount of outstanding Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of Notes that shall be deemed to be outstanding for such purposes shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the maturity thereof pursuant to Section 6.02.

Section 2.11. Treasury Notes; Competitors.

(a)A Note does not cease to be outstanding because the Issuer or one of its Affiliates holds the Note, provided that in determining whether the Holders of the requisite principal amount of the outstanding Notes have given or taken any request, demand, authorization, direction, notice, consent, waiver or other action pursuant to, or in connection with, this Indenture, the Notes, the Note Guarantees or the Notes Documents, Notes owned by the Issuer or any Affiliate of the Issuer will be disregarded and deemed not to be outstanding, (it being understood that in determining whether the Trustee is protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Notes which the Trustee actually knows to be so owned will be so disregarded). Notes so owned which have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Issuer or any Affiliate of the Issuer.

(b)In determining whether the Holders of the requisite principal amount of the outstanding Notes have given or taken any request, demand, authorization, direction, notice, consent, waiver or other action pursuant to, or in connection with, this Indenture, the Notes, the Note Guarantees or the Notes Documents, Notes owned by a Competitor will be disregarded and deemed not to be outstanding (it being understood that in determining whether the Trustee is protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Notes in respect of which the Trustee has received prior written notice from the Issuer that such Notes are owned by a Holder that is a Competitor will be so disregarded).

Section 2.12. Temporary Notes.

Until certificates representing Notes are ready for delivery, the Issuer may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of certificated Notes but may have variations that the Issuer consider appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes.

Holders and beneficial Holders, as the case may be, of temporary Notes shall be entitled to all of the benefits accorded to Holders, or beneficial Holders, respectively, of Notes under this Indenture.

Section 2.13. Cancellation.

The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee or, at the direction of the Trustee, the Registrar or the Paying Agent and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall dispose of cancelled Notes (subject to the record retention requirement of the Exchange Act) in accordance with its customary procedures. Certification of the disposal of all cancelled Notes shall be delivered to the Issuer upon its written request. The Issuer may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation.

Section 2.14. Defaulted Interest.

If the Issuer or the Guarantors default in a payment of interest or principal on the Notes or in the payment of any other amount become due under this Indenture, whether at the Stated Maturity, by acceleration or otherwise, the Issuer shall on written demand of the Trustee pay interest, to the extent permitted by law, on all overdue amounts up to (but not including) the date of actual payment (after as well as before judgment) at a rate equal to the rate then applicable, pursuant to clause (a) or (b) below, as the Issuer shall elect:

(a)The Issuer may elect to make such payment to the persons who are Holders of the Notes on a subsequent special record date. The Issuer shall fix the payment date for such defaulted interest and the special record date therefor, which shall not be more than 15 days nor less than 10 days prior to such payment date. At least 10 days before the special record date, the Issuer shall mail to the Trustee and to each Holder of the Notes a notice that states the special record date, the payment date and the amount of interest to be paid.

(b)The Issuer may elect to make such payment in any other lawful manner.

Payment of defaulted interest and any interest thereon to the Trustee shall be deemed to satisfy the Issuer’s obligation to pay such defaulted interest and any interest thereon for all purposes of this Indenture.

Section 2.15. CUSIP and ISIN Numbers.

The Issuer in issuing the Notes may use “CUSIP” and/or “ISIN” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” and/or “ISIN” numbers in notices as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice and that reliance may be placed only on the other elements of identification printed on the Notes, and any such notice shall not be affected by any defect in or omission of such numbers. The Issuer shall notify the Trustee, in writing, of any change to any CUSIP or ISIN numbers.

Section 2.16. Prohibition on Transfers to Competitors.

The transfer of any Notes to any Competitor is prohibited, and by acceptance of any transferred Note the transferee shall be deemed to represent that it is not a Competitor.

ARTICLE 3

REDEMPTION

Section 3.01. Notices to Trustee.

If the Issuer elects to redeem Notes pursuant to Section 3.07 hereof, it shall furnish to the Trustee, not less than 10 days before notice of redemption is required to be sent or caused to be sent to Holders pursuant to Section 3.03 hereof but not more than 60 days before a redemption date (except that redemption notices may be delivered more than 60 days prior to a redemption

date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture), an Officer’s Certificate setting forth (i) the paragraph or subparagraph of such Note and/or Section of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of the Notes to be redeemed and (iv) the redemption price.

Section 3.02. Selection of Notes to Be Redeemed.

If less than all of the Notes are to be redeemed at any time, such Notes shall be selected for redemption by the Trustee (1) if the Notes are listed on an exchange and such listing is known to the Trustee, in compliance with the requirements of such exchange or in the case of Global Notes, in accordance with customary procedures of the Notes Depositary or (2) on a pro rata basis to the extent practicable, or, if the pro rata basis is not practicable for any reason, by lot or by such other method as most nearly approximates a pro rata basis subject to customary procedures of the Notes Depositary. Such Notes to be redeemed shall be selected, unless otherwise provided herein, not less than 10 days nor more than 60 days prior to the redemption date from the outstanding Notes not previously called for redemption.

The Trustee shall promptly notify the Issuer in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in minimum amounts of US$200,000.00 or integral multiples of US$1,000.00 in excess thereof; no Notes of US$1,000.00 or less can be redeemed in part, except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not a multiple of US$1,000.00, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

The Trustee shall not be responsible for any actions taken or not taken by DTC pursuant to its Applicable Procedures.

Section 3.03. Notice of Redemption.

If the Issuer elects to redeem Notes pursuant to Section 3.07 hereof, the Issuer shall deliver notices of redemption electronically or by first-class mail, postage prepaid, at least 10 but not more than 60 days before the purchase or redemption date to each Holder of Notes (with a copy to the Trustee) at such Holder’s registered address or otherwise in accordance with the procedures of DTC, except that redemption notices may be delivered electronically or mailed more than 60 days prior to a redemption date if the notice is issued in connection with Article 8 or Article 11 hereof. Notices of redemption may be conditional.

The notice shall identify the Notes to be redeemed and shall state:

(a)the redemption date;

(b)the redemption price;

(c)if any Note is to be redeemed in part only, the portion of the principal amount of that Note that is to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion of the original Note representing the same indebtedness to the extent not redeemed shall be issued in the name of the Holder of the Notes upon cancellation of the original Note;

(d)the name and address of the Paying Agent;

(e)that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(f)that, unless the Issuer defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date;

(g)the paragraph or subparagraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed;

(h)that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes; and

(i)any condition to such redemption.

At the Issuer’s request, the Trustee shall give the notice of redemption in the Issuer’s name and at its expense; provided that the Issuer shall have delivered written notice to the Trustee, at least 5 Business Days prior to the date on which notice of redemption is to be sent (unless a shorter notice shall be agreed to by the Trustee) in the form of an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

Any notice of any redemption may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, without limitation, the consummation of an incurrence or issuance of debt or equity or a Parent Change of Control or other corporate transaction. If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and if applicable, shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time (including more than 60 days after the date the notice of redemption was mailed or delivered, including by electronic transmission) as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date as so delayed. In addition, the Issuer may provide in such notice that payment of the redemption price and performance of the Issuer’s obligations with respect to such redemption may be performed by another Person.

Section 3.04. Effect of Notice of Redemption.

Once notice of redemption is sent in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price, unless such redemption is conditioned on the happening of a future event. The notice, if sent in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. In any case, failure to give such notice or any defect in the notice to the Holder of any Note designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Subject to Section 3.05 hereof, on and after the redemption date, interest ceases to accrue on Notes or portions of Notes called for redemption.

Section 3.05. Deposit of Redemption or Purchase Price.

Prior to 4:00 p.m. (New York time) on the Business Day prior to the redemption or purchase date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued and unpaid interest, and additional amounts, if any, on all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the redemption price of, and accrued and unpaid interest, and additional amounts, if any, on, all Notes to be redeemed or purchased.

If the Issuer complies with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest shall cease to accrue on the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after a record date but on or prior to the related Payment Date, then any accrued and unpaid interest, and additional amounts, if any, to the redemption or purchase date shall be paid to the Person in whose name such Note was registered at the close of business on such record date. If any Note called for redemption or purchase shall not be so paid upon surrender for redemption or purchase because of the failure of the Issuer to comply with the preceding paragraph, interest shall be paid on the unpaid principal, and additional amounts, if any, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest accrued to the redemption or purchase date not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

Section 3.06. Notes Redeemed or Purchased in Part.

Upon surrender of a Definitive Note that is redeemed or purchased in part, the Issuer shall issue and the Trustee shall authenticate for the Holder at the expense of the Issuer a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided, that each new Note shall be in a principal amount of US$1,000.00 or an integral multiple of US$1,000.00 in excess thereof. It is understood that, notwithstanding anything in this Indenture to the contrary, only an Authentication Order and not an Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate such new Note.

Section 3.07. Optional Redemption.

(a)Redemption at the Option of the Issuer with a Make-Whole Premium: Prior to the Initial Call Date, the Issuer may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(i)(A) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes were redeemed on the Initial Call Date at the applicable redemption price for such date set forth in the table in Section 3.07(b) below on a quarterly basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points less (B) interest accrued to the Redemption Date (the excess of such amount, if any, over the principal amount to be redeemed, the “Notes Make-Whole Redemption Premium”); and

(ii)100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon, and additional amounts, if any, to the Redemption Date.

In addition, the Notes Make-Whole Redemption Premium shall be payable in connection with any redemption or prepayment following an acceleration of the Notes prior to the Initial Call Date (including any acceleration resulting from or following a Bankruptcy Event of Default or any other bankruptcy event or proceeding).

(b)Redemption at the Option of the Issuer without a Make-Whole Premium: On or after the Initial Call Date, the Issuer may, at its option, redeem the Notes, in whole or in part, at the following redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest to, but excluding, the Redemption Date and additional amounts, if any, on the Notes redeemed to the applicable Redemption Date, if redeemed during the periods indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Notes Interest Payment Date:

Period	Percentage
February 28, 2026 to, but excluding, August 28, 2026	105.750%
August 28, 2026 to, but excluding, February 28, 2027	102.750%
Thereafter	100.000%

In addition, the premium specified above shall be payable in connection with any redemption or prepayment following an acceleration of the Notes during the periods set forth above (including any acceleration resulting from or following a Bankruptcy Event of Default or any other bankruptcy or insolvency proceeding).

(c)Optional Redemption with Proceeds from Equity Offerings. Prior to the Initial Call Date, the Issuer may, at its option, on any one or more occasions redeem up to 35% of the outstanding aggregate principal amount of the Notes (including any Additional Notes) with the Net Proceeds of one or more Equity Offerings at a redemption price equal to 110.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, and additional amounts, if any, to but excluding the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant Notes Interest Payment Date); provided that:

(i)at least 65% of the aggregate principal amount of the Notes (including any Additional Notes) remains outstanding after each such redemption; and

(ii)such redemption occurs within 90 days after the closing of such Equity Offering.

Section 3.08. Mandatory Prepayments.

(a)Upon the receipt of Net Proceeds by the Parent Guarantor or any of its Subsidiaries from (i) the incurrence of any Indebtedness of the IP Parties, IntelAzul or Azul Viagens (other than with respect to any Indebtedness permitted to be incurred pursuant to Section 4.10), (ii) any Collateral Sale, or (iii) a Pre-paid Points Purchase (other than a Blocked Pre-paid Points Purchase) for which Net Proceeds, together with the aggregate amount of Net Proceeds previously received from Pre-paid Points Purchases (other than Blocked Pre-paid Points Purchases) during the same fiscal year, are in excess of 8% of the TudoAzul Gross Billings for the four most recently completed Quarterly Reporting Periods (the “Permitted Pre-paid Points Basket Amount”) (such excess, “Excess Points Net Proceeds”) (each of the events set forth in clauses (i), (ii) and (iii), a “Mandatory Prepayment Event”), the Issuer will cause the Notes’ Allocable Share of such Net Proceeds remaining after the pro rata redemption of the other First Priority Secured Debt in accordance with the documentation governing such First Priority Secured Debt (plus accrued and unpaid interest on the principal amount being prepaid to, but excluding, the Prepayment Date, additional amounts, if any, and any premium thereon) (the “Notes Prepayment Amount”) to be paid to the Holders in accordance with the terms of this Indenture by a date that is ten Business Days after the receipt of such Net Proceeds (such remittance date, as the case may be, a “Prepayment Date”).

(b)On such Prepayment Date, the Trustee will, subject to receipt thereof, apply the Notes Prepayment Amount to prepay the maximum principal amount of Notes (plus accrued and unpaid interest, and additional amounts, if any, on the principal amount being prepaid to, but excluding, the Prepayment Date) that may be prepaid with such Notes Prepayment Amount at a prepayment price equal to the redemption price that would be due if the Notes were being redeemed pursuant to an optional redemption on the applicable Prepayment Date.

(c)Notwithstanding anything to the contrary in Section 3.08(a) or (b), if following a Mandatory Prepayment Event but prior to the related Prepayment Date, the Issuer pays the related Notes Prepayment Amount (inclusive of any applicable premium, and additional amounts, if any) to the Holders on an intervening Payment Date pursuant to the provisions of Section 4.01, no mandatory prepayment pursuant to the provisions of Section 3.08(a) and (b) will be required.

(d)In connection with any mandatory prepayment of the Notes pursuant to this Section 3.08, the Issuer, or the Trustee of behalf of the Issuer pursuant to written instructions from the Issuer to the Trustee, shall issue a written notice to the Holders at least two (2) Business Days prior to the Prepayment Date, which notice shall include a description of the Mandatory Prepayment Event, the aggregate principal amount of Notes to be prepaid, the prepayment price and the Prepayment Date.

(e)Any prepayment made pursuant to this Section 3.08 shall be made pursuant to the procedures set forth in this Indenture, except to the extent inconsistent with Section 3.08(c). The Issuer shall not be required to make any mandatory prepayment or sinking fund payment with respect to the Notes, except pursuant this Section 3.08 and Section 3.09(b).

Section 3.09. Mandatory Repurchase Offers for Notes.

(a)In the event the Parent Guarantor or any of its Subsidiaries receives Net Proceeds in respect of (i) a Recovery Event (“Recovery Event Proceeds”) that causes the aggregate amount of all Recovery Event Proceeds received since the Closing Date to exceed US$10.0 million (such excess amounts, “Excess Recovery Event Proceeds”) or (ii) any Contingent Payment Event (“Contingent Payment Event Proceeds”) that causes the aggregate amount of all Contingent Payment Event Proceeds received since the Closing Date to exceed US$10.0 million (each of the events set forth in clauses (i) and (ii), a “Mandatory Repurchase Offer Event”), the Issuer shall make, except as provided in Section 3.09(b), an offer (a “Mandatory Repurchase Offer”) to all Holders to purchase the maximum principal amount of Notes on a pro rata basis with the other First Priority Secured Debt that may be purchased out of the Notes’ Allocable Share of such Excess Recovery Event Proceeds or Contingent Payment Event Proceeds, as applicable (the “Applicable Mandatory Repurchase Offer Proceeds”).

(b)Upon the occurrence of a Mandatory Repurchase Offer Event in respect of a Recovery Event, the Issuer must provide notice to the Trustee of the Recovery Event and, as long as no Event of Default shall have occurred and be continuing at the time of such Mandatory Repurchase Offer Event, the Issuer shall have the option to (x) invest the Recovery Event Proceeds within 365 days of receipt thereof in Qualified Replacement Assets or (y) repair, replace or restore the assets which are the subject of such Recovery Event; provided further, that any Recovery Event Proceeds from such Recovery Event that are not invested within such 365-day period will thereafter not constitute Excess Recovery Event Proceeds, but any such amounts in excess of US$10.0 million must be applied as a mandatory prepayment in accordance with Section 3.08.

(c)The Mandatory Repurchase Offer shall remain open for a period of 20 business days, as defined in the Exchange Act, following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Mandatory Repurchase Offer Period”). Promptly after the expiration of the Mandatory Repurchase Offer Period (the “Mandatory Repurchase Date”), the Issuer shall apply all of the Applicable Mandatory Repurchase Offer Proceeds to repurchase all of the Notes tendered in the Mandatory Repurchase Offer at a repurchase price equal to 100.0% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, and additional amounts, if any, thereon to, but excluding, the Mandatory Repurchase Date (the “Mandatory Offer Repurchase Price”); provided that if the aggregate Mandatory Offer Repurchase Price for all Notes tendered in such Mandatory Repurchase Offer exceeds the total amount of Applicable Mandatory Repurchase Offer Proceeds, then such tendered Notes shall be repurchased pro rata up to the maximum amount of Notes that can be repurchased with such Applicable Mandatory Repurchase Offer Proceeds.

(d)If the Mandatory Repurchase Date is on or after a record date and on or before the related Payment Date, any accrued and unpaid interest, and additional amounts, if any, to but excluding the Mandatory Repurchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Mandatory Repurchase Offer.

(e)Subject to Section 3.09(b), notices of a Mandatory Repurchase Offer (“Mandatory Repurchase Offer Notices”) shall be sent by first class mail or sent electronically, no later than ten (10) Business Days after the receipt of Net Proceeds therefrom, in each case, to each Holder at such Holder’s registered address or otherwise in accordance with the applicable procedures of DTC. The Mandatory Repurchase Offer Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Mandatory Repurchase Offer. The Mandatory Repurchase Offer shall be made to all Holders. The Mandatory Repurchase Offer Notice, which shall govern the terms of the Mandatory Repurchase Offer, shall state:

(i)that the Mandatory Repurchase Offer is being made pursuant to this Section 3.09 and the length of time the Mandatory Repurchase Offer shall remain open;

(ii)the Applicable Mandatory Repurchase Offer Proceeds, the repurchase price and the Mandatory Repurchase Date;

(iii)that any Note not tendered or accepted for payment shall continue to accrue interest;

(iv)that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Mandatory Repurchase Offer shall cease to accrue interest after the Mandatory Repurchase Date;

(v)that Holders electing to have a Note purchased pursuant to a Mandatory Repurchase Offer may elect to have Notes purchased in minimum amounts of US$200,000.00 or integral multiples of US$1,000.00 in excess thereof only;

(vi)that Holders electing to have a Note purchased pursuant to any Mandatory Repurchase Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuer, the Notes Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least two (2) Business Days before the Mandatory Repurchase Date;

(vii)that Holders shall be entitled to withdraw their election if the Issuer, the Notes Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Mandatory Repurchase Offer Period, a facsimile or other electronic transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased;

(viii)that, if the aggregate principal amount of Notes surrendered by the Holders thereof exceeds the amount that can be repurchased with the Applicable Mandatory Repurchase Offer Proceeds, the Trustee shall select the Notes (while the Notes are in global form pursuant to the procedures of the Notes Depositary) to be purchased on a pro rata basis based on the principal amount of the Notes tendered (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in denominations of US$200,000.00, or integral multiples of US$1,000.00 in excess thereof, shall remain outstanding after such purchase) to the extent practicable, or, if the pro rata basis is not practicable for any reason, by lot or by such other method as most nearly approximates a pro rata basis subject to customary procedures of the Notes Depositary; and

(ix)that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased.

(f)To the extent that the aggregate principal amount of Notes validly tendered (and not validly withdrawn) or otherwise surrendered in connection with a Mandatory Repurchase Offer is less than the Applicable Mandatory Repurchase Offer Proceeds, the Issuer may, after purchasing all such Notes validly tendered and not withdrawn, use the remaining Applicable Mandatory Repurchase Offer Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of the Notes validly tendered pursuant to any Mandatory Repurchase Offer exceeds the amount that can be repurchased with the Applicable Mandatory Repurchase Offer Proceeds, the Issuer will allocate the Applicable Mandatory Repurchase Offer Proceeds to purchase Notes on a pro rata basis on the basis of the aggregate principal amount of tendered Notes; provided that no Notes will be selected and purchased in an unauthorized denomination. Upon completion of any repurchase of Notes in a Mandatory Repurchase Offer, the amount of Applicable Mandatory Repurchase Offer Proceeds shall be reset at zero.

(g)On or before the Mandatory Repurchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis to the extent necessary, the Notes or portions thereof validly tendered pursuant to the Mandatory Repurchase Offer, or if the aggregate Mandatory Offer Repurchase Price for all Notes so tendered in such Mandatory Repurchase Offer does not exceed the total amount of Applicable Mandatory Repurchase Offer Proceeds, all Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so tendered, for cancellation by the Trustee.

(h)The Issuer, the Notes Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the repurchase price of the Notes properly tendered by such Holder and accepted by the Issuer for repurchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided, that each such new Note shall be in a minimum denomination of US$1,000 or an integral multiple of US$1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Mandatory Repurchase Offer on or as soon as practicable after the Mandatory Repurchase Date.

(i)To the extent that the provisions of any securities laws or regulations, including Rule 14e-1 under the Exchange Act, conflict with the provisions of this Indenture, the Issuer shall not be deemed to have breached their obligations described in this Indenture by virtue of compliance therewith.

Section 3.10. Optional Redemption upon a Tax Event.

(a)If as a result of any change in or amendment to the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction, or any amendment to or change in an official interpretation, administration or application of such laws, rules or regulations, or any treaties or related agreements to which the Taxing Jurisdiction is a party (including a holding by a court of competent jurisdiction), which change or amendment becomes effective or, in the case of a change in official position, is announced on or after the Closing Date (or, if the Taxing Jurisdiction became a Taxing Jurisdiction on a later date, such later date), (i) the Issuer or any successor to the Issuer has or will become obligated to pay additional amounts as described in Section 4.26 or (ii) any of the Guarantors or any successor to any of the Guarantors has or will become obligated to pay additional amounts as described under Section 4.26 in each case, in excess of the additional amounts, if any, that would have been payable on the date that the relevant Taxing Jurisdiction became a Taxing Jurisdiction, the Issuer or any successor to the Issuer may, at its option, redeem all, but not less than all, of the Notes, at a redemption price equal to 100% of the principal amount of the Notes, together with accrued and unpaid interest to, but excluding, the date fixed for redemption (including any additional amounts which are then payable), upon publication of irrevocable notice not less than 30 days nor more than 60 days prior to the date fixed for redemption. No notice of such redemption may be given earlier than 60 days prior to the earliest date on which the Issuer, the Guarantors or a successor to the foregoing would, but for such redemption, become obligated to pay any such additional amounts were payment then due. For the avoidance of doubt, the Issuer or any successor to the Issuer shall not have the right to so redeem the Notes unless (a) it is or will become obligated to pay such additional amounts or (b) any of the Guarantors or any successor to any of the Guarantors is or will become obligated to pay such additional amounts. Notwithstanding the foregoing, the Issuer or any such successor shall not have the right to so redeem the Notes unless it has taken reasonable measures (including without limitation, using reasonable measures to cause payment on the Notes to be made through a paying agent in a different jurisdiction or by the Issuer, its successor or another Subsidiary) to avoid the obligation to pay such additional amounts. For the avoidance of doubt, reasonable measures do not include changing the jurisdiction of incorporation of the Issuer or any successor of the Issuer.

(b)In the event that the Issuer or any successor to the Issuer elects to so redeem the Notes, it will deliver to the Trustee: (1) a certificate, signed in the name of the Issuer or any successor to the Issuer by any two of its executive officers or by its attorney in fact in accordance with its bylaws, stating that the Issuer or any successor to the Issuer is entitled to redeem the Notes pursuant to their terms and setting forth a statement of facts showing that the condition or conditions precedent to the right of the Issuer or any successor to the Issuer to so redeem have occurred or been satisfied and that such obligation to pay additional amounts cannot be avoided by taking reasonable measures to avoid such obligation (including, without limitation, by causing payment on the Notes to be made through a paying agent in a different

jurisdiction or by a Subsidiary); and (2) an Opinion of Counsel who is reasonably acceptable to the Trustee, to the effect that (i) the Issuer or any successor to the Issuer has or will become obligated to pay additional amounts or the Guarantors or any successor to the Guarantors is or will become obligated to pay additional amounts in either case in excess of the additional amounts, if any, that would have been payable on the date that the relevant Taxing Jurisdiction became a Taxing Jurisdiction, (ii) such obligation is the result of a change in or amendment to the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction, as described above, and (iii) that all governmental requirements necessary for the Issuer or any successor to the Issuer to effect the redemption have been complied with.

Section 3.11. Optional Clean-Up Redemption.

(a)In connection with any tender offer (including any Parent Change of Control Offer or Mandatory Repurchase Offer made in accordance with the terms of this Indenture) for Notes, if Holders of not less than 85% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuer, or any third party making such tender offer purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right upon not less than 10 nor more than 60 calendar days’ prior notice to the Holders (with a copy to the Trustee), given not more than 30 calendar days following such purchase date, to redeem or purchase all the Notes that remain outstanding following such purchase at a price equal to the price paid to the Holders in such tender offer plus, to the extent not included in the purchase price, accrued and unpaid interest and additional amounts, if any, on the Notes that remain outstanding, to, but excluding, the date of redemption.

(b)The Issuer shall calculate the redemption price in connection with any redemption, and the Trustee shall have no duty to calculate or verify any such calculation.

Section 3.12. Open Market Purchases.

The Issuer, the Parent Guarantor or any of its Subsidiaries may from time to time seek to purchase outstanding Notes in privately negotiated or open market transactions, by tender offer or otherwise, at any price. Subject to any applicable limitations contained in any Secured Debt Documents, including this Indenture, any purchases made by the Issuer, the Parent Guarantor or any of its Subsidiaries may be funded by the use of cash on their balance sheet or the incurrence of Indebtedness that is not prohibited by the terms of any Secured Debt Document.

Section 3.13. Excess Cash Flow Offer to Purchase.

(a)The Issuer shall, within 60 days after each Notes Interest Payment Date in an ECF Offer Applicable Period, make an offer to repurchase (an “Excess Cash Flow Offer to Purchase”) Notes from the Holders on a payment date that shall be the next following Notes Interest Payment Date (the “Excess Cash Flow Payment Date”) in such aggregate principal amount of Notes as can be purchased with the amount of Required Excess Cash Flow on deposit in the USD Payment Account, at a purchase price in cash equal to 100% of the principal amount of such Notes, plus accrued and unpaid interest, if any, and additional amounts, if any, to the date of purchase; provided that, notwithstanding the foregoing, if a DSCR Cure occurs, any amounts on deposit in the USD Payment Account on account of the ECF Offer Event related to such DSCR Cure shall not be offered to repurchase Notes and shall instead be released to or at the direction of the Issuer without restriction. To the extent that the aggregate principal amount of Notes validly tendered (and not validly withdrawn) in connection with an Excess Cash Flow Offer to Purchase is less than the Required Excess Cash Flow, the Issuer may, after purchasing all such Notes validly tendered and not withdrawn, use the remaining Required Excess Cash Flow for any purpose not otherwise prohibited by this Indenture. For the avoidance of doubt, such repurchase shall not be subject to the redemption premium referred to under Section 3.07. Upon the Excess Cash Flow Payment Date, the Issuer will:

(i)accept for payment all Notes or portions of Notes properly tendered (and not properly withdrawn) pursuant to the Excess Cash Flow Offer to Purchase;

(ii)deposit into the USD Payment Account, an amount equal to the purchase price, accrued interest payable and additional amounts, if any, in respect of the aggregate principal amount of Notes properly tendered (and not properly withdrawn) pursuant to the Excess Cash Flow Offer to Purchase; and

(iii)deliver or cause to be delivered to the Trustee, for cancellation by the Trustee, the Notes properly accepted for purchase by the Issuer together with an Officer’s Certificate stating the aggregate principal amount of Notes purchased by the Issuer. The Obligors will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making any Excess Cash Flow Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance.

(b)The Excess Cash Flow Offer to Purchase shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “ECF Offer Period”). Notices of an Excess Cash Flow Offer to Purchase (“ECF Offer Notice”) shall be sent by the Issuer by first class mail or sent electronically, no later than 60 days after the Notes Interest Payment Date in an ECF Offer Applicable Period, to each Holder at such Holder's registered address or otherwise in accordance with the applicable procedures of DTC. The ECF Offer Notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Excess Cash Flow Offer to Purchase. The Excess Cash Flow Offer to Purchase shall be made to all Holders. The ECF Offer Notice, which shall govern the terms of the Excess Cash Flow Offer to Purchase, shall state:

(i)that the Excess Cash Flow Offer to Purchase is being made pursuant to this Section 3.13 and the length of time the Excess Cash Flow Offer to Purchase shall remain open;

(ii)the Required Excess Cash Flow, the purchase price and the Excess Cash Flow Payment Date;

(iii)that any Note not tendered or accepted for payment shall continue to accrue interest;

(iv)that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Excess Cash Flow Offer to Purchase shall cease to accrue interest after the Excess Cash Flow Payment Date;

(v)that Holders electing to have a Note purchased pursuant to an Excess Cash Flow Offer to Purchase may elect to have Notes purchased in minimum amounts of US$200,000 or integral multiples of US$1,000 in excess thereof only;

(vi)that Holders electing to have a Note purchased pursuant to any Excess Cash Flow Offer to Purchase shall be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" attached to the Note completed, or transfer by book-entry transfer, to the Issuer, the Notes Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least two (2) Business Days before the Excess Cash Flow Payment Date;

(vii)that Holders shall be entitled to withdraw their election if the Issuer, the Notes Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the ECF Offer Period, a facsimile or other electronic transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased;

(viii)that, if the aggregate principal amount of Notes surrendered by the Holders thereof exceeds the amount that can be repurchased with the Required Excess Cash Flow for such Payment Date, the Trustee shall select the Notes (while the Notes are in global form pursuant to the procedures of the Notes Depositary) to be purchased on a pro rata basis based on the principal amount of the Notes tendered (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in minimum denominations of US$200,000 or integral multiples of US$1,000 in excess thereof, shall remain outstanding after such purchase) to the extent practicable, or, if the pro rata basis is not practicable for any reason, by lot or by such other method as most nearly approximates a pro rata basis subject to customary procedures of the Notes Depositary; and

(ix)that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased.

ARTICLE 4

COVENANTS

Section 4.01. Payment of the Notes and Maintenance of Accounts.

(a)The Issuer (or, at the option of the Parent Guarantor, any Obligor) shall establish and maintain or cause to be maintained (i) under the sole dominion and control of the U.S. Collateral Agent, the USD Payment Account, the USD Blocked Account and the USD Collateral Account, and (ii) under the sole dominion and control of the Brazilian Collateral Agent, the Collection Accounts, the BRL Payment Account, the BRL Blocked Account and the BRL Collateral Account.

(b)The Issuer will make all payments on the Notes exclusively in such coin or currency of the United States as at the time of payment will be legal tender for the payment of public and private debts.

(c)The Issuer will make payments of principal, interest at the applicable Interest Rate, and additional amounts, if any, on the Notes to the Trustee, which, subject to Section 6.02(b), will pass such funds to the Holders.

(d)The Issuer will make payments of interest, and additional amounts, if any, on the Notes on the Notes Interest Payment Dates; provided that if any payment with respect to interest on the Notes is due on a day which is not a Business Day, then the payment need not be made on such date, but may be made on the next Business Day with the same force and effect as if made on such date. The Issuer will pay principal upon surrender of the relevant Notes at the specified office of the Trustee or a paying agent. The Issuer will pay principal on the Notes to the person in whose name the Notes are registered at the close of business on the 15th day before the due date for payment.

(e)Payments of principal, interest and additional amounts, if any, in respect of each note will be made by the Trustee by wire or by U.S. dollar check drawn on a bank in New York City and delivered to the holder of such note at its registered address. Upon application by the holder to the specified office of a paying agent not less than 15 days before the due date for any payment in respect of a note, such payment may be made by transfer to a U.S. dollar account maintained by the payee with a bank in New York City.

(f)Payment by the Issuer of any amount payable under the Notes on the due date thereof to a paying agent in accordance with this Indenture will satisfy the obligation of the Issuer to make such payment; provided, however, that the liability of a paying agent shall not exceed any amounts paid to it by the Issuer or held by it, on behalf of the Holders.

(g)All payments will be subject in all cases to any applicable Tax or other laws and regulations, but without prejudice to the provisions of Section 4.26. No commissions or expenses will be charged to the Holders in respect of such payments.

Section 4.02. TudoAzul and Azul Viagens Receivables; Receivables Coverage Obligation.

(a)The Parent Guarantor shall procure that, commencing on the date that is 60 calendar days after the Closing Date, at all times, the Shared Collateral includes:

(i)a Fiduciary Assignment (which is the TudoAzul Fiduciary Assignment) in respect of:

(A)Assigned TudoAzul Receivables that represent at least 70% of the TudoAzul Gross Billings for the four most recently completed Quarterly Reporting Periods, such percentage to be tested as of the end of each Quarterly Reporting Period (the “TudoAzul Receivables Coverage Covenant”);

(B)the TudoAzul Receivables Deposit Account; and

(C)all of the Designated TudoAzul Credit Card and Debit Card Receivables and the TudoAzul Receivables Deposit Account; provided that the Fiduciary Assignment in respect of the Designated TudoAzul Credit Card and Debit Card Receivables shall provide that upon an Obligor’s entry into any Anticipation transaction (which shall be permitted to be entered into with any counterparty) with respect to any Designated TudoAzul Credit Card and Debit Card Receivables, such Designated TudoAzul Credit Card and Debit Card Receivables shall be automatically released from the Fiduciary Assignment so long as (x) no Event of Default (or equivalent event) has occurred and is continuing, and (y) the net proceeds received from such Anticipation (after the deduction of any fees, charges, discounts or other finance or transaction costs) (“Anticipated Designated TudoAzul Credit Card and Debit Card Receivables”) are paid directly by the payor into the TudoAzul Receivables Deposit Account; and

(ii)a Fiduciary Assignment (which is the Azul Viagens Fiduciary Assignment) in respect of:

(A)Assigned Azul Viagens Receivables that represent at least 80% of the Azul Viagens Gross Billings for the four most recently completed Quarterly Reporting Periods, such percentage to be tested as of the end of each Quarterly Reporting Period (the “Azul Viagens Receivables Coverage Covenant”);

(B)the Azul Viagens Receivables Deposit Account; and

(C)all of the Designated Azul Viagens Credit Card and Debit Card Receivables; provided that the fiduciary assignment in respect of the Designated Azul Viagens Credit Card and Debit Card Receivables shall provide that upon an Obligor’s entry into any Anticipation transaction (which shall be permitted to be entered into with any counterparty) with respect to any Designated Azul Viagens Credit Card and Debit Card Receivables, such Designated Azul Viagens Credit Card and Debit Card Receivables shall be automatically released from such fiduciary assignment so long as (x) no Event of Default (or equivalent event) has occurred and is continuing, and (y) the net proceeds received from such Anticipation (after the deduction of any fees, charges, discounts or other finance or transaction costs) (“Anticipated Designated Azul Viagens Credit Card and Debit Card Receivables”) are paid directly into the Azul Viagens Receivables Deposit Account.

(b)The Parent Guarantor shall, commencing on the date that is 60 calendar days after the Closing Date, procure that all:

(i)cash payments under each TudoAzul Agreement (whether or not an Assigned TudoAzul Agreement) shall be paid directly by the payor into the TudoAzul Receivables Deposit Account;

(ii)the proceeds of all Brazilian real-denominated credit card and debit card receivables (which, for the avoidance of doubt, excludes Foreign TudoAzul Card Receivables (as defined below)) (“BRL TudoAzul Credit Card and Debit Card Receivables”) generated by the TudoAzul Program which relate to (A) purchases of Points by customers, and (B) membership fees from members of Clube TudoAzul (the “Designated TudoAzul Credit Card and Debit Card Receivables”) shall be paid directly by the payor into the TudoAzul Receivables Deposit Account;

(iii)the net proceeds of any credit card and debit card receivables other than BRL TudoAzul Credit Card and Debit Card Receivables (“Foreign TudoAzul Card Receivables”) generated by Designated TudoAzul Credit Card and Debit Card Receivables are transferred into the TudoAzul Receivables Deposit Account within two Business Days after receipt and identification thereof by the Parent Guarantor or any of its Subsidiaries;

(iv)the net proceeds of any Anticipated Designated TudoAzul Credit Card and Debit Card Receivables are paid directly by the payor into the TudoAzul Receivables Deposit Account;

(v)all receivables under each Azul Viagens Agreement (whether or not an Assigned Azul Viagens Agreement) shall be paid directly by the payor into the Azul Viagens Receivables Deposit Account;

(vi)the proceeds of all the Brazilian real-denominated credit card and debit card receivables (which, for the avoidance of doubt, excludes Foreign Azul Viagens Card Receivables (as defined below)) (“BRL Azul Viagens Credit Card and Debit Card Receivables”) generated by the Azul Viagens Business (the “Designated Azul Viagens Credit Card and Debit Card Receivables”) shall be paid directly by the payor into the Azul Viagens Receivables Deposit Account;

(vii)the net proceeds of any credit card and debit card receivables other than BRL TudoAzul Credit Card and Debit Card Receivables (“Foreign Azul Viagens Card Receivables”) generated by Designated Azul Viagens Credit Card and Debit Card Receivables are transferred into the Azul Viagens Receivables Deposit Account within two Business Days after receipt and identification thereof by the Parent Guarantor or any of its Subsidiaries;

(viii)the net proceeds of any Anticipated Designated Azul Viagens Credit Card and Debit Card Receivables are paid directly by the payor into the Azul Viagens Receivables Deposit Account; and

(ix)the proceeds of any receivables pursuant to items (ii) to (iv) above are allocated to designated “branches,” which shall contain separate tax identification numbers to enable the separate identification of payments in respect of the TudoAzul Program.

(c)Notwithstanding the foregoing, the obligation of the Parent Guarantor to procure that certain amounts are paid directly into the relevant Collection Accounts referred to above shall be subject to a 60-day transition period commencing on the Closing Date, during which period the Parent Guarantor shall procure the relevant payors and payment processors are notified of the requirement to pay amounts into the relevant Collection Account. During such 60-day transition period, the Obligors shall be entitled to permit the relevant payors and payment processors to pay the relevant amounts either into any existing bank account previously notified to such payor or into the relevant Collection Account; provided that the Parent Guarantor or any of its Subsidiaries shall transfer any such amounts that are paid into bank accounts other than the relevant Collection Account into the relevant Collection Account within two Business Days after receipt and identification thereof by the Parent Guarantor or any its Subsidiaries.

(d)On the Closing Date, the Assigned TudoAzul Agreements shall comprise the Closing Date Assigned TudoAzul Agreements. On the Closing Date, the Assigned Azul Viagens Agreements shall comprise the Closing Date Assigned Azul Viagens Agreement.

(e)Any Obligor may, at the direction of the Parent Guarantor and without the consent of the Holders or any other party, at any time, (i) amend the TudoAzul Fiduciary Assignment in order to add additional Shared Collateral to secure the Notes, including in order to comply with the TudoAzul Receivables Coverage Covenant and (ii) amend the Azul Viagens Fiduciary Assignment in order to add additional Shared Collateral to secure the Notes, including in order to comply with the Azul Viagens Receivables Coverage Covenant. Notwithstanding any other provision of the Transaction Documents (except as constituting an Event of Default), the termination, expiration or cancellation of any Assigned TudoAzul Agreement or Assigned Azul Viagens Agreement shall not constitute a Default, an Event of Default or a breach or default (however phrased) under the relevant Collateral Document.

(f)The Parent Guarantor shall or shall procure that its Subsidiaries shall within 60 days following the Closing Date: (i) notify all Closing Date Active Travel Agent Counterparties that any receivables payable to the Azul Viagens Business shall be paid directly into the Azul Viagens Receivables Deposit Account, and (ii) procure that the terms of business for the Azul Viagens Business that apply to existing and new customers and other counterparties (including the terms of any Azul Viagens Agreements) provide that that any receivables payable to the Azul Viagens Business shall be paid directly into the Azul Viagens Receivables Deposit Account.

(g)Except for information that is otherwise publicly available, the Holders shall not be entitled to details of the Assigned TudoAzul Agreements or the Assigned Azul Viagens Agreements, and Azul shall not publish or otherwise make available to the Holders any such details, except to the Trustee such information (with names of counterparties to the Assigned TudoAzul Agreements or the Assigned Azul Viagens Agreements redacted but shall be included in the Collateral Documents to the extent necessary for perfection purposes) as shall be necessary to verify calculations of TudoAzul Receivables Coverage Covenant and the Azul Viagens Receivables Coverage Covenant.

(h)Neither the Parent Guarantor nor any of its Subsidiaries shall be required to make publicly available any financial information in respect of the TudoAzul Program (including Clube TudoAzul) or the Azul Viagens Business. Any financial information required to be calculated in respect of the TudoAzul Program or the Azul Viagens Business pursuant to the terms of this Indenture or the Collateral Documents shall be permitted to be calculated by or on behalf of the Obligors using management financial information and such information shall not be required to be subject to any audit or review procedures by an independent auditor.

Section 4.03. Counterparty Notification Requirements.

(a)Commencing on the date that is 60 calendar days after the Closing Date, the Parent Guarantor and Azul Linhas shall procure that the payor in respect of any Assigned TudoAzul Receivables (other than any Foreign TudoAzul Card Receivables) and Assigned Azul Viagens Receivables (other than any Foreign Azul Viagens Card Receivables) is notified that the relevant receivables are subject to the relevant Fiduciary Assignment and shall be paid exclusively and directly into the relevant Collection Account, pursuant to the terms of the relevant Collateral Document. For the avoidance of doubt, (i) the aforementioned notifications shall not be required to be countersigned or otherwise acknowledged by the relevant payor, except where required by such contract to permit the Fiduciary Assignment, and (ii) the aforementioned notification requirement shall also apply with respect to any Assigned TudoAzul Receivables and any Assigned Azul Viagens Receivables (and the applicable payors thereof) arising after the Closing Date.

Section 4.04. Counterparty Consent Requirements.

(a)Notwithstanding any provisions in the Transaction Documents, if any receivables that are to be subject to a Fiduciary Assignment from time to time (including any receivables acquired or arising after the Closing Date and in respect of any Additional Collateral) requires the consent of the relevant payor or counterparty in order for such receivables to be subject to the Fiduciary Assignment, then the Shared Collateral interest in respect of such terms of such receivables shall take effect only upon the receipt by the Parent Guarantor or any of its Subsidiaries (as applicable) of such consent. Until such consent is obtained, such receivables shall not be included in the numerator of the TudoAzul Receivables Coverage Covenant or the Azul Viagens Receivables Coverage Covenant.

(b)In respect of the Closing Date Assigned TudoAzul Agreements to be subject to the TudoAzul Fiduciary Assignment, Azul Linhas shall, within a period of 30 days following the Closing Date (extendable for an additional 30 days upon notice to the Trustee), obtain the consent of the counterparties to the relevant Closing Date Assigned TudoAzul Agreements in order to permit the TudoAzul Fiduciary Assignment to take effect with respect to such Closing Date Assigned TudoAzul Agreement.

(c)In respect of the Closing Date Assigned Azul Viagens Agreement to be subject to the Azul Viagens Fiduciary Assignment, Azul Viagens shall, within a period of 30 days following the Closing Date (extendable for an additional 30 days upon notice to the Trustee), obtain the consent of the counterparties to the Closing Date Assigned Azul Viagens Agreement in order to permit the Azul Viagens Fiduciary Assignment to take effect with respect to the Closing Date Assigned TudoAzul Agreement.

Section 4.05. Financial Covenant.

The Parent Guarantor shall maintain minimum Liquidity at the end of each fiscal quarter of at least R$1,500,000,000.

Section 4.06. Collection Accounts.

(a)The Collection Accounts shall be in the name of an Obligor and subject to the Lien of the Applicable Collateral Representatives for the benefit of the Secured Parties and under the exclusive control of the Account Bank acting under the instructions of the Applicable Collateral Representatives, subject to the Intercreditor Agreement. The Account Bank shall have no right of set-off or counterclaim on account of claims against the Obligors, the Collateral Agents or any other person against any Collection Account or any other account established in connection with the Notes, except for customary administrative items.

(b)To the extent the Obligors or any of their Subsidiaries receives any payments that are required, pursuant to the terms of the relevant Collateral Document, to be paid directly into a Collection Account, into an account other than the relevant Collection Account, such Obligor shall deposit or cause such amounts to be deposited, as the case may be, directly into the relevant Collection Account within two Business Days after receipt and identification thereof.

(c)Whether or not a Default or an Event of Default has occurred and is continuing, any amounts not required to be paid directly into the relevant Collection Account pursuant to the terms of the relevant Collateral Document that are paid directly into the relevant Collection Account in error will, following certification to the Account Bank and the Applicable Collateral Representatives to such effect, transferred by the Account Bank from the relevant Collection Account to the relevant Freeflow Account on the Business Day following receipt of such certification.

(d)The Obligors may or may cause any of their Subsidiaries (with written notice to the Account Bank and the Applicable Collateral Representatives) to deposit amounts into any Collection Account from time to time prior to a Distribution Date. Any amounts so deposited into any Collection Account that are not required to be paid into a Collection Account pursuant to the terms of any Secured Debt Document are referred to herein as “Voluntary Contributions.” Any Voluntary Contribution shall not be included in the numerator of the TudoAzul Receivables Coverage Covenant or the Azul Viagens Receivables Coverage Covenant.

(e)Notwithstanding anything herein to the contrary, so long as no Event of Default has occurred and is continuing and so long as permitted by the terms of any First Priority Secured Debt (including any required offers to prepay) at such time, funds on deposit in the Collection Accounts will be transferred by the Account Bank from the relevant Collection Account to the relevant Freeflow Account on the Business Day following deposit thereof.

(f)The Collection Accounts shall be blocked at all times and under the sole dominion and control of Account Bank acting under the instructions of the Applicable Collateral Representatives, subject to the terms of the Intercreditor Agreement.

(g)At any time prior to a Remedies Direction, the Obligors shall be entitled to instruct the Brazilian Collateral Agent to transfer any amounts in any Collection Account into the USD Blocked Account and the Obligors shall be permitted to maintain balances in the USD Blocked Account including, without limitation, for the purposes of the determining whether the Quarterly Freeflow Date has occurred as contemplated by the definition of Quarterly Freeflow Date.

(h)Pending application, amounts retained in the Collection Accounts may be invested by the Account Bank (acting at the direction of the Brazilian Collateral Agent as instructed by the Parent Guarantor or other Obligor, it being understood and agreed that this may be a standing instruction) in Cash Equivalents that are both denominated and payable in Brazilian reais.

(i)The Obligors may replace any Account Bank from time to time in accordance with the Transaction Documents, subject to valid and perfected Liens over the existing Collection Account(s) remaining in place until valid and perfected Liens over the new Collection Account(s) are established.

Section 4.07. Operation of the TudoAzul Program and Azul Viagens Business.

(a)Each Obligor (as applicable) agrees to honor Points according to the policies and procedures of the TudoAzul Program and to otherwise, subject to cure, except to the extent that would not be reasonably expected to cause a Material Adverse Effect, and shall take any action permitted under the Assigned TudoAzul Agreements and Assigned Azul Viagens Agreements and applicable law that it, in its reasonable business judgment, determines is advisable, in order to diligently and promptly (i) enforce its rights and any remedies available to it under the Assigned TudoAzul Agreements and the Assigned Azul Viagens Agreements, (ii) perform its obligations under the Assigned TudoAzul Agreements and the Assigned Azul Viagens Agreements and (iii) perform the obligations of any Obligor or their respective Subsidiaries under the Assigned TudoAzul Agreements and the Assigned Azul Viagens Agreements, in each case except as would not reasonably be expected to result in a Material Adverse Effect.

(b)The Obligors shall not, and the Parent Guarantor shall procure that its Subsidiaries shall not (i) substantially reduce the TudoAzul Program or modify the terms of the TudoAzul Program in any manner that would reasonably be expected to result in a Material Adverse Effect, or (ii) change the policies and procedures of the TudoAzul Program except to the extent that such change would not be reasonably expected to cause a Material Adverse Effect.

(c)For the avoidance of doubt, Azul and its Subsidiaries shall have the sole and absolute discretion to (i) modify the features or terms of Clube TudoAzul membership, or (ii) to exit from, terminate, cancel or otherwise discontinue Clube TudoAzul; provided that, in the case of (ii) only, Azul shall have delivered to the Trustee an Appraisal as of a date no earlier than six months prior to the date of any such exit, termination, cancellation or discontinuance, and an officer’s certificate certifying that, as of such date, the LTV Ratio (calculated as to First Priority Secured Debt only) does not exceed 62.5%. The aggregate value of the TudoAzul Program (without Clube TudoAzul), the Azul Viagens Business and the Airline Intellectual Property, determined in such Appraisal will be used as part of the Appraisal used to test the LTV Ratio (calculated as to First Priority Secured Debt only).

(d)Each applicable Obligor shall maintain in effect commercially reasonable privacy and data security policies. Without limiting the generality of the foregoing, except as would not reasonably be expected to result in a Material Adverse Effect, each applicable Obligor shall comply in all material respects and shall cause each of its Subsidiaries and each of its Third Party Processors to be in compliance in all material respects with (i) all internal privacy policies and privacy policies contained on any websites maintained by or on behalf of each Obligor or such Subsidiary and such policies are accurate, not misleading and consistent with the actual practices of each such Obligor, (ii) all applicable Data Protection Laws with respect to Personal Data of the United States, the State of California, the United Kingdom, the Cayman Islands, the European Union and Brazil and (iii) its contractual commitments and obligations regarding Personal Data.

(e)Notwithstanding any other provision in the Transaction Documents, the Parent Guarantor and its Subsidiaries shall be permitted, in their sole and absolute discretion, to change any aspect of the branding of, or to rebrand, the TudoAzul Program and/or the Azul Viagens Business; provided that, for clarity, the modified, replacement or successor branding shall be included in the Contributed Intellectual Property; and provided, further, that such change would not reasonably be expected to cause a Material Adverse Effect.

Section 4.08. Maintenance of Rating.

The Obligors shall cooperate with the Rating Agencies in obtaining a rating for the Notes from any two Rating Agencies and shall use commercially reasonable efforts to cause the Notes to be continuously rated by any two Rating Agencies but shall not be required to obtain any specific rating. The Obligors shall use commercially reasonable efforts to provide the relevant Rating Agencies (at their sole expense) such reports, records and documents as such Rating Agency shall reasonably request to monitor or affirm such ratings, except to the extent the disclosure of any such document or any such discussion would result in the violation of any contractual or legal obligation of an Obligor; provided that the failure by any Obligor to obtain such a rating after using commercially reasonable efforts shall not constitute an Event of Default.

Section 4.09. Limitation on Certain Investments.

(a)None of the Issuer, the IP Parties and IntelAzul shall, directly or indirectly, make any Investment other than any Investment specified, with respect to Investments made by the Issuer, clauses (1) through (7) of the definition of “Permitted Investment” and, with respect to Investments made by IntelAzul and the IP Parties, clauses (1) through (6) of the definition of “Permitted Investment.”

(b)The Parent Guarantor shall not, and shall not permit any of its Subsidiaries to, make any Investment to create or acquire, or in furtherance or support of, or own or operate, any Loyalty Program (for the avoidance of doubt, other than the TudoAzul Program) or Travel Package Business (for the avoidance of doubt, other than the Azul Viagens Business) other than a Permitted Acquisition Loyalty Program or Permitted Acquisition Travel Package Business, in each case, in compliance with the terms of this Indenture.

Section 4.10. Incurrence of Indebtedness.

(a)The Issuer, IntelAzul, Azul Viagens and the IP Parties shall not, after the Closing Date, directly or indirectly incur any Indebtedness other than the following:

(i)Permitted First Priority Secured Debt (including Additional Notes) that (i) is not secured by assets other than the Shared Collateral (except in the case of Non-Shared Collateral to the extent expressly permitted by this Indenture), and (ii) does not benefit from any guarantee by any Person that does not also guarantee the Notes;

(ii)(1) Pre-paid Points Purchases (other than any Blocked Pre-paid Points Purchase), so long as (A) the aggregate amount of Points purchased or other Indebtedness incurred in connection with such Pre-paid Points Purchases (other than Blocked Pre-paid Points Purchases) does not exceed the Permitted Pre-paid Points Basket Amount, (B) the proceeds of such Pre-paid Points Purchases (other than a Blocked Pre-paid Points Purchase) are paid directly to the Collection Account (C) such sale is non-refundable and non-recourse to the IP Parties, and (D) the Indebtedness related thereto (if any) is unsecured or secured by assets of the Parent Guarantor or its Subsidiaries (other than the IP Parties) that do not constitute Shared Collateral; and (2) any Blocked Pre-paid Points Purchase;

(iii)Indebtedness arising from customary indemnification or other similar obligations under the Transaction Documents and the other agreements entered into on the Closing Date in connection therewith (or permitted replacements or amendments thereto);

(iv)Additional Indebtedness incurred by IntelAzul or Azul Viagens (including in the case of Azul Viagens, any Indebtedness of a Subsidiary of Azul Viagens, whether incurred or existing at the time such Subsidiary is acquired) in the ordinary course of business in an aggregate principal amount, when taken together with any other Indebtedness of Azul Viagens (excluding Secured Debt) outstanding at the time of such incurrence, not to exceed US$8.0 million (or the equivalent thereof in other currencies at the time of determination) (calculated on a consolidated basis in accordance with IFRS); and

(v)Indebtedness owed by Azul Viagens to any Obligor that is subordinated to the Secured Obligations as contemplated by Section 10.01.

(b)Notwithstanding any other provision of the Transaction Documents, Indebtedness incurred pursuant to the provision described above can be denominated in, and be payable in, any currency.

(c)Concurrently with or no earlier than 30 days prior to the incurrence of any Permitted First Priority Secured Debt after the Closing Date, the Parent Guarantor shall deliver to the Trustee an Appraisal as of a date no earlier than six months prior to the date that such Permitted First Priority Secured Debt is incurred by the Issuer or the relevant Guarantor. The aggregate value of the TudoAzul Program, the Azul Viagens Business and the Airline Intellectual Property determined in such Appraisal will be used to test the LTV Ratio (calculated as to First Priority Secured Debt only) in connection with the incurrence of such Permitted First Priority Secured Debt, provided that the LTV Ratio does not include the Azul Cargo Business and, for the purposes of the LTV Ratio, the value of the Airline Intellectual Property shall be calculated to exclude the value of the Azul Cargo Intellectual Property.

(d)For purposes of determining compliance with, and the outstanding principal amount of, any particular Indebtedness incurred pursuant to and in compliance with this covenant (including the definition of Permitted First Priority Secured Debt): (i) the outstanding principal amount of any item of Indebtedness (including any guarantees of Indebtedness) will be counted only once; and (ii) the amount of Indebtedness issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined in accordance with IFRS.

(e)Notwithstanding any other provision of this covenant, no Obligor shall, with respect to any outstanding Indebtedness incurred, be deemed to be in violation of this covenant solely as a result of fluctuations in the exchange rates.

(f)For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness (including the definition of Permitted First Priority Secured Debt), the U.S. dollar-equivalent principal amount of Indebtedness denominated in a non-U.S. currency will be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred or, in the case of revolving credit Indebtedness, first committed; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a non-U.S. currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction will be deemed not to have been exceeded so long as the principal amount of such Permitted Refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, will be calculated based on the currency exchange rate applicable to the currencies in which such Permitted Refinancing Indebtedness is denominated that is in effect on the date of such refinancing.

Section 4.11. Blocked Pre-paid Points Purchase.

(a)If the Parent Guarantor or any of its Subsidiaries enters into any Pre-paid Points Purchase in compliance with the provisions of the paragraph below, then (i) such Pre-paid Points Purchase shall be deemed to be a “Blocked Pre-paid Points Purchase” and (ii) the Net Proceeds of such Blocked Pre-paid Points Purchase shall not constitute a Mandatory Prepayment Event and, therefore, the Issuer shall not be required to comply with Section 3.08 in respect of the Net Proceeds of such Blocked Pre-paid Points Purchase.

(b)In order for a Pre-paid Points Purchase to constitute a Blocked Pre-paid Points Purchase, (i) the Net Proceeds of such Pre-paid Points Purchase (less any Permitted Basket Net Proceeds) shall be paid directly by the payor into the BRL Blocked Account (a “Blocked Pre-paid Amount”), and (ii) within five Business Days following the payment of such Net Proceeds into the BRL Blocked Account, Azul Linhas shall deliver to the Trustee and each Collateral Agent an Officer’s Certificate (a “Price-per-Point Certificate”) certifying the price (in Brazilian reais) per Point (a “Pre-paid Point”) paid by the relevant counterparty under the relevant TudoAzul Agreement in connection with such Blocked Pre-paid Points Purchase (the “Price-per-Point”). The counterparty shall disclaim in writing any rights to the BRL Blocked Account and the funds contained therein, and Azul Linhas shall so certify in the Price-per-Point Certificate. Notwithstanding the foregoing, the Parent Guarantor and its Subsidiaries shall be permitted to designate (in the relevant Price-per-Point Certificate) a portion of any Net Proceeds of a Blocked Pre-paid Points Purchase as “Permitted Basket Net Proceeds” if the Permitted Pre-paid Points Basket Amount would not be exceeded calculated as of the date of such Price-per-Point Certificate after taking into account all previous Pre-Paid Points Purchases in the relevant period. The Parent Guarantor or any of its Subsidiaries shall procure that any Permitted Basket Net Proceeds so designated are paid directly by the payor into the TudoAzul Receivables Deposit Account and such Permitted Basket Net Proceeds shall constitute Pre-paid Points Purchases (and not Blocked Pre-paid Points Purchases).

(c)The terms of the relevant Fiduciary Assignment and the related Account Control Agreement in respect of the BRL Blocked Account will require that any Blocked Pre-paid Amount shall remain on deposit in the BRL Blocked Account until the Brazilian Collateral Agent receives, on one or more occasions, a Points Allocation Officer’s Certificate. Within one Business Day following receipt of a Points Allocation Officer’s Certificate, the Brazilian Collateral Agent shall instruct the Account Bank to cause that the relevant Points Allocation Release Amount is transferred from the BRL Blocked Account to the TudoAzul Receivables Deposit Account. For the avoidance of doubt, Azul Linhas shall be permitted to deliver more than one Points Allocation Officer’s Certificate in respect of any Blocked Pre-paid Amount.

(d)As used above, a “Points Allocation Officer’s Certificate” means any Officer’s Certificate of Azul Linhas delivered to the Trustee and each Collateral Agent (i) certifying that the relevant counterparty under the relevant TudoAzul Agreement in connection with a Blocked Pre-paid Points Purchase has allocated a specified number of Pre-paid Points to its underlying customers and attaching documents, such as an control spreadsheet with Personal Data removed, evidencing such allocation (the “Allocated Points”), (ii) certifying the Price-per-Point in respect of such Pre-paid Points, and (iii) instructing the Brazilian Collateral Agent to instruct the Account Bank to cause that an amount in Brazilian reais on deposit in the BRL Blocked Account equal the number of Allocated Points multiplied by the Price-per-Point (together with the pro rata share of any investment income in the BRL Blocked Account in respect of such amount) (the “Points Allocation Release Amount”) be transferred from the BRL Blocked Account to the TudoAzul Receivables Deposit Account.

(e)For reasons of commercial confidentiality, the Holders shall not be entitled to request a copy of any Price-per-Point Certificate or any Points Allocation Officer’s Certificate or any numerical calculations set forth therein.

(f)The terms of the relevant Fiduciary Assignment and the related Account Control Agreement in respect of the BRL Blocked Account will permit the Account Bank shall, at the direction of Azul Linhas, to direct the Brazilian Collateral Agent to invest any balance in the BRL Blocked Account in Cash Equivalents.

Section 4.12. Limitation on Restricted Payments.

(a)The Parent Guarantor will not, and will not permit any of its Subsidiaries to, directly or indirectly, take any of the following actions:

(i)declare or pay any dividend or make any distribution on the Capital Stock of the Parent Guarantor or any of its Subsidiaries to holders of such Capital Stock, other than:

(A)dividends or distributions payable in Qualified Capital Stock of the Parent Guarantor or any of its Subsidiaries;

(B)dividends or distributions payable to the Parent Guarantor or any of its Subsidiaries; or

(C)dividends or distributions made on a pro rata basis to the Parent Guarantor or any of its Subsidiaries, on the one hand, and minority holders of Capital Stock of a direct or indirect Subsidiary of the Parent Guarantor, on the other hand (or on a less than pro rata basis to any minority holder);

(ii)purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Parent Guarantor;

(iii)make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value (collectively for purposes of this clause (iii), a “purchase”) any Subordinated Indebtedness of any Obligor (excluding any intercompany Indebtedness between or among the Parent Guarantor and any of its Subsidiaries), except any scheduled payment of interest and any purchase within one year of the scheduled maturity thereof; or

(iv)make any Restricted Investment,

(all such payments and other actions set forth in clauses (i) to (iv) above being collectively referred to as “Restricted Payments”),

unless, at the time of the Restricted Payment and after giving pro forma effect to such Restricted Payment:

(v)no Default or Event of Default has occurred and is continuing as of such time;

(vi)the Parent Guarantor could incur at least US$1.00 of Indebtedness under the First Priority Secured Ratio Amount test set forth in the definition of Permitted First Priority Secured Debt;

(vii)such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Parent Guarantor and its Subsidiaries since the Closing Date (excluding Restricted Payments permitted by clauses (ii) through (xii) of paragraph (b) below), is less than the sum, without duplication, of:

(A)(x) 50% of the Consolidated Net Income of the Parent Guarantor for the period from July 1, 2023 to the last day of the Parent Guarantor’s most recently completed fiscal quarter for which financial statements have been provided pursuant to the terms of this Indenture (or, if such Consolidated Net Income for such period is a loss, less 100% of such loss) accrued on a cumulative basis during the period, taken as one accounting period, less (y) Permitted Brazilian Dividends paid since the Closing Date; plus

(B)100% of the aggregate net cash proceeds and the Fair Market Value of non-cash consideration received by the Parent Guarantor after the Closing Date as a contribution to its equity capital or from the issue or sale of Qualified Capital Stock (other than Qualified Capital Stock sold to a Subsidiary of the Parent Guarantor); plus

(C)100% of the aggregate net cash proceeds and the Fair Market Value of non-cash consideration received by the Parent Guarantor or any of its Subsidiaries from the issue or sale of convertible or exchangeable Disqualified Capital Stock of the Parent Guarantor or any of its Subsidiaries or convertible or exchangeable debt securities of the Parent Guarantor or any of its Subsidiaries (regardless of when issued or sold), or in connection with the conversion or exchange thereof, in each case that have been converted into or exchanged since the Closing Date for Qualified Capital Stock (other than Qualified Capital Stock and convertible or exchangeable Disqualified Capital Stock or debt securities sold to a Subsidiary of the Parent Guarantor); plus

(D)to the extent that any Restricted Investment that was made after the Closing Date pursuant to this paragraph (a) is sold (other than to the Parent Guarantor or any of its Subsidiaries) or otherwise cancelled, liquidated or repaid for cash, the amount of cash received by the Parent Guarantor or any of its Subsidiaries in respect of such sale, liquidation or disposition or the Fair Market Value of property received by the Parent Guarantor or any of its Subsidiaries in respect of such sale, liquidation or disposition (in each case, less the cost of disposition, liquidation or repayment, if any, paid or to be paid by the Parent Guarantor or any of its Subsidiaries); plus

(E)to the extent that any Restricted Investment that was made after the Closing Date pursuant to this paragraph (a) is made in a Person that subsequently becomes a Subsidiary of the Parent Guarantor, the amount of the Restricted Investments that was made in such Person by the Parent Guarantor or any of its Subsidiaries; plus

(F)the amount of cash received by the Parent Guarantor or any of its Subsidiaries as repayment of loans which constituted Restricted Investments made by the Parent Guarantor or any of its Subsidiaries after the Closing Date pursuant to this paragraph (a) or the value of guarantees granted after the Closing Date by the Parent Guarantor or any of its Subsidiaries which constituted Restricted Investments pursuant to this paragraph (a) that have been released in full.

(b)Notwithstanding anything to the contrary in clause (a) above, the provisions of clause (a) above shall not prohibit (and the Parent Guarantor and its Subsidiaries shall be permitted, directly or indirectly, to undertake) any or all of the following:

(i)the declaration and payment of the minimum mandatory dividend (dividendo mínimo obrigatório) established, where applicable, in the by-laws of the Parent Guarantor or any of its Subsidiaries in effect on the date of the Offering Memorandum, in accordance with the first part (caput) of article 202 of the Brazilian Federal Law No. 6404/76, including any interest on equity (juros sobre o capital próprio) paid for the purposes of the minimum mandatory dividend (and deducted from the minimum mandatory dividend), provided that the Board of Directors of the Parent Guarantor or such Subsidiary have not determined that any such payment of mandatory dividends would be inadvisable given the financial condition of the Parent Guarantor or such Subsidiary (the “Permitted Brazilian Dividends”);

(ii)the payment of any dividend or distribution within 60 days after the date of declaration thereof, or at the date established in the shareholders’ meeting approving the declaration thereof, if, at the date of declaration, such payment would have complied with the provisions of this Indenture;

(iii)the acquisition of any shares of Capital Stock of the Parent Guarantor in exchange for Qualified Capital Stock of the Parent Guarantor;

(iv)the making of any Restricted Payment in exchange for, or out of, or with the net cash proceeds of, the substantially concurrent sale (other than to a Subsidiary of the Parent Guarantor) of, Qualified Capital Stock of the Parent Guarantor, or from the substantially concurrent contribution (other than from a Subsidiary of the Parent Guarantor) to the equity capital of the Parent Guarantor; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will not be considered net cash proceeds of Qualified Capital Stock for the purposes of clause (a)(vii)(C) above;

(v)the purchase, repurchase, redemption, prepayment, defeasance, redemption or other acquisition or retirement for value of any Subordinated Indebtedness in exchange for, or through the application of net cash proceeds of, a substantially concurrent sale (other than to a Subsidiary of the Parent Guarantor), of Qualified Capital Stock of the Parent Guarantor, a substantially concurrent contribution to the equity capital of the Parent Guarantor, or the incurrence of Permitted Refinancing Subordinated Indebtedness in respect of such Subordinated Indebtedness; provided however that any such Subordinated Indebtedness shall have a maturity date occurring after each maturity date under the Notes;

(vi)the repurchase, redemption, acquisition or retirement for value of any Capital Stock of the Parent Guarantor or any of its Subsidiaries held by any current or former officer, director, member, consultant or employee (or their estates or beneficiaries of their estates) of the Parent Guarantor or any of its Subsidiaries pursuant to any management equity plan or equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement, arrangement or plan; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Capital Stock may not exceed US$25.0 million (or the equivalent thereof in other currencies at the time of determination) in any twelve-month period; provided that the Parent Guarantor or any of its Subsidiaries may carry over and make in subsequent twelve-month periods, in addition to the amounts permitted for such twelve-month period, up to US$15.0 million (or the equivalent thereof in other currencies at the time of determination) of unutilized capacity under this clause (vi) attributable to the immediately preceding twelve-month period;

(vii)repurchases of Capital Stock or other Restricted Payments deemed to occur upon (i) the exercise of stock options, warrants or other securities convertible or exchangeable into Capital Stock or any other securities, to the extent such Capital Stock represents all or a portion of the exercise price thereof, or (ii) the withholding of a portion of Capital Stock issued to current or former officer, director, member, consultant or employee (or their estates or beneficiaries of their estates) under any management equity plan or equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement, arrangement or plan of the Parent Guarantor or its Subsidiaries to cover withholding tax obligations of such persons in respect of such issuance;

(viii)payments of cash, dividends, distributions, advances, Capital Stock or other Restricted Payments by the Parent Guarantor or any of its Subsidiaries to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise, conversion or exchange (as applicable) of stock options, warrants or securities or exchangeable into Capital Stock of the Parent Guarantor;

(ix)Restricted Payments in respect of any restricted stock units or other instruments or rights whose value is based in whole or in part on the value of any Capital Stock of the Parent Guarantor or any of its Subsidiaries issued to any current or former officer, director, member, consultant or employee of the Parent Guarantor or any of its Subsidiaries;

(x)so long as no Default or Event of Default has occurred and is continuing or would exist after giving pro forma effect thereto, the declaration and payment of regularly scheduled or accrued dividends, distributions or payments to holders of any class or series of Disqualified Capital Stock or Subordinated Indebtedness or any preferred stock of any Subsidiary of the Parent Guarantor, required to be paid pursuant to the terms thereof, either outstanding on the Closing Date or issued on or after the Closing Date in compliance with the terms of this Indenture;

(xi)in the event of a Parent Change of Control, and if no Default or Event of Default has occurred and is continuing, including after giving effect thereto, the payment, purchase, redemption, defeasance or other acquisition or retirement of any Subordinated Indebtedness, in each case, at a purchase price not greater than 101% of the principal amount of such Subordinated Indebtedness plus any accrued and unpaid interest thereon, and additional amounts, if any; and

(xii)so long as no Default or Event of Default has occurred and is continuing or would exist after giving pro forma effect thereto, Restricted Payments in an amount which, when taken together with all Restricted Payments made pursuant to this clause (xii) after the Closing Date, does not exceed the greater of (i) US$200.0 million (or the equivalent thereof in other currencies at the time of determination) and (ii) 5.00% of Consolidated Total Assets as of the date of such Restricted Payment.

(c)Notwithstanding the foregoing, none of the Parent Guarantor nor its Subsidiaries shall make any Restricted Payment or Permitted Investment of any Shared Collateral.

(d)In the case of any Restricted Payment that is not in cash, the amount of such non-cash Restricted Payment will be the Fair Market Value on the date of such Restricted Payment of the property, assets or securities proposed to be paid, transferred or issued by the Parent Guarantor or the relevant Subsidiary of the Parent Guarantor, as the case may be, pursuant to such Restricted Payment.

(e)For purposes of determining compliance with this covenant, if a proposed Restricted Payment (or portion thereof) meets the criteria of more than one of the categories of Restricted Payments described in clauses (i) through (xii) above of paragraph (b), or is entitled to be made pursuant to paragraph (a), the Parent Guarantor and its Subsidiaries will be entitled to classify on the date of its payment or later reclassify such Restricted Payment (or portion thereof) in any manner that complies with this covenant.

(f)The payment on or with respect to, and the purchase, prepayment, redemption, defeasance or other acquisition or retirement for value of any Second Out Notes or any Indebtedness of the Parent Guarantor or any of its Subsidiaries that is not Subordinated Indebtedness shall not constitute a Restricted Payment and therefore will not be subject to any of the restrictions described in this Section 4.11.

(g)As used in this Section 4.11 in respect of any of the Subsidiaries of the Parent Guarantor that is a partnership, a limited liability partnership, a limited liability company or similar form, dividends shall be deemed to refer to any distribution similar to a dividend.

(h)Subject to compliance with applicable law, the Parent Guarantor agrees not to propose to its shareholders that the by-laws of the Parent Guarantor be amended to increase the minimum mandatory dividend (dividendo mínimo obrigatório) above the minimum mandatory dividend (dividendo mínimo obrigatório) in the by-laws of the Parent Guarantor in effect on the Closing Date.

Section 4.13. Limitation on Liens.

(a)The Parent Guarantor will not, and will not permit any of its Subsidiaries to, directly or indirectly create, incur, assume or suffer to exist any Lien of any kind on (i) any property or asset that constitutes Shared Collateral, (ii) any property or asset of IntelAzul or (iii) any property or asset of Azul Viagens that is of a the type that constitutes Shared Collateral (including any agreement or contract right but excluding stock of a subsidiary of Azul Viagens), except Permitted Collateral Liens.

(b)No IP Party will directly or indirectly create, incur, assume or suffer to exist any Lien of any kind on any of its property or assets other than Permitted Collateral Liens.

Section 4.14. Limitation on Transactions with Affiliates.

(a)The Parent Guarantor shall not, and shall not permit any of its Subsidiaries, to enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service), involving aggregate consideration in excess of US$10.0 million, with, or for the benefit of, any Affiliate of the Parent Guarantor or any of its Subsidiaries, other than the Parent Guarantor or any of its Subsidiaries (an “Affiliate Transaction”) unless (i) the terms of the Affiliate Transaction are no less favorable to the Parent Guarantor or any of its Subsidiaries than those that could be obtained at the time of the Affiliate Transaction in arm’s length dealings with a person who is not an Affiliate, or (ii) the Affiliate Transaction is in existence as of the Closing Date.

(b)The following transactions will be deemed to not be Affiliate Transactions, and therefore will not be subject to the provisions of this covenant: (i) the issuance of Qualified Capital Stock to Affiliates of the Parent Guarantor or any of its Subsidiaries, (ii) any purchase by an Affiliate of the Parent Guarantor or any of its Subsidiaries of Indebtedness or Disqualified Capital Stock, the majority of which is offered to Persons who are not Affiliates of the Parent Guarantor or any of its Subsidiaries, (iii) any transaction effected as part of a Qualified Receivables Transaction, (iv) any employment agreement, confidentiality agreement, non-competition agreement, incentive plan, employee stock option agreement, long-term incentive plan, profit sharing plan, employee benefit plan, indemnification agreement, union agreement, collective bargaining agreement or any similar arrangement entered into with or for the benefit of any employee, officer, director or consultant by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business and payments pursuant thereto, and (v) transactions with customers, clients, suppliers or purchasers or sellers of goods or services in the ordinary course of business or transactions with joint ventures, alliances or alliance members entered into in the ordinary course of business.

Section 4.15. Restrictions on Disposition of Shared Collateral.

The Parent Guarantor shall not, directly or indirectly sell or otherwise Dispose of, or permit any of its Subsidiaries to sell or otherwise Dispose of, any Shared Collateral (including by way of any Sale of a Grantor), except for a Permitted Shared Collateral Disposition. No IP Party or IntelAzul shall sell or otherwise Dispose of any of its property or assets (including the Shared Collateral, and including by way of any Sale of a Grantor), except for a Permitted Shared Collateral Disposition. Azul Viagens shall not sell or otherwise Dispose of any property or asset of Azul Viagens that is of a the type that constitutes Shared Collateral (including any agreement or contract right but excluding stock of a subsidiary of Azul Viagens), except for a Permitted Shared Collateral Disposition.

Section 4.16. Restrictions on Business Activities.

(a)The Parent Guarantor will not, and will not permit any of its Subsidiaries (other than the IP Parties) to, engage in any business other than the Permitted Airline Business, except to such extent as would not reasonably be expected to have a Material Adverse Effect on the Parent Guarantor and its Subsidiaries (other than the IP Parties) taken as a whole.

(b)The IP Parties will not engage in any business other than the Permitted IP Party Business.

(c)Other than as required or permitted by the Transaction Documents, the IP Parties have not and shall not:

(i)engage in any business or activity other than (A) the purchase, receipt, management and sale of Shared Collateral; provided that in no event shall any IP Party purchase, receive, manage or sell real property, (B) the transfer and pledge of Shared Collateral pursuant to the terms of the Collateral Documents and the First Priority Secured Debt Documents and the Second Out Notes Documents, (C) the entry into and the performance under the Transaction Documents to which it is a party and (D) such other activities as are incidental thereto;

(ii)acquire or own any material assets other than (A) the Shared Collateral; provided that in no event shall any IP Party acquire or own real property, or (B) incidental property as may be necessary or desirable for the operation of any IP Party and the performance of its obligations under the Transaction Documents to which it is a party and the First Priority Secured Debt Documents and the Second Out Notes Documents;

(iii)(A) merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets, or (B) change its legal structure, or jurisdiction of incorporation, unless, in connection with any of the foregoing, such action shall result in the substantially contemporaneous occurrence of the discharge of the Secured Obligations;

(iv)except as otherwise permitted under clause (iii) above, fail to preserve its existence as an entity duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation;

(v)form, acquire or own any Subsidiary (other than another IP Party that is a wholly-owned Subsidiary of such IP Party), own any Equity Interests in any other entity, or make any Investment in any Person other than to the extent permitted in its memorandum and articles;

(vi)except as contemplated in the Notes Documents, commingle its assets with the assets of any of its Affiliates, or of any other Person;

(vii)incur any Indebtedness other than (i) First Priority Secured Debt, (ii) Second Out Notes Secured Debt and (iii) ordinary course contingent obligations under or any terms thereof any Transaction Documents (such as customary indemnities to fronting banks, administrative agents, collateral agents, depository banks, escrow agents, etc.);

(viii)become insolvent or fail to pay its debts and liabilities from its assets as the same shall become due in the ordinary course of business;

(ix)fail to maintain its records, books of account and bank accounts separate and apart from those of any other Person;

(x)enter into any contract or agreement with any Person, except (A) the Transaction Documents and the First Priority Secured Debt Documents and the Second Out Notes Documents to which it is a party, (B) organizational documents and (C) other contracts or agreements that (x) are upon terms and conditions that are commercially reasonable and substantially similar to those that would be available on an arm’s-length basis with third parties other than such Person and (y) contain non-recourse and non-petition covenants with respect to the any IP Party consistent with the provisions set forth in this Indenture;

(xi)seek its dissolution or winding up in whole or in part;

(xii)fail to use commercially reasonable efforts to correct promptly any material known misunderstandings regarding the separate identities of any IP Party, on the one hand, and any Affiliate thereof or any other Person, on the other hand;

(xiii)except pursuant to the Transaction Documents, the First Priority Secured Debt Documents and the Second Out Notes Documents, guarantee, become obligated for, or hold itself out to be responsible for the Indebtedness of another Person;

(xiv)fail, in any material respect, either to hold itself out to the public as a legal entity separate and distinct from any other Person or to conduct its business, solely in its own name in order not (i) to mislead others as to the identity of the Person with which such other party is transacting business, or (ii) to suggest that it is responsible for the Indebtedness of any third party (including any of its principals or Affiliates (other than as contemplated or required pursuant to the Transaction Documents));

(xv)fail, to the extent of its own funds (taking into account the requirements in the Transaction Documents), to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its business operations as contemplated by the Transaction Documents;

(xvi)except as may be required or permitted by applicable Tax law, hold itself out as or be considered as a department or division of (i) any of its principals or Affiliates, (ii) any Affiliate of a principal or (iii) any other Person;

(xvii)fail to maintain adequate books and records; provided that the IP Parties’ assets may be included in a consolidated financial statement of its Affiliates so long as appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the IP Parties from such Person and to indicate that the IP Parties’ assets and credit are not available to satisfy the Indebtedness and other obligations of such Person or any other Person except for Indebtedness incurred and other obligations pursuant to the Transaction Documents, the First Priority Secured Debt Documents and the Second Out Notes Documents;

(xviii)fail to pay its own separate liabilities and expenses only out of its own funds;

(xix)maintain, hire or employ any individuals as employees;

(xx)acquire the obligations or securities issued by its Affiliates or members (other than any Equity Interests of another IP Party that is a wholly-owned Subsidiary of such IP Party);

(xxi)fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate;

(xxii)pledge its assets to secure the obligations of any other Person other than pursuant to the Transaction Documents, the First Priority Secured Debt Documents and the Second Out Notes Documents;

(xxiii)fail to have such Independent Directors as are required under Section 4.17;

(xxiv)(A) institute proceedings to be adjudicated bankrupt or insolvent, (B) institute or consent to the institution of bankruptcy or insolvency proceedings against it, (C) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, (D) seek or consent to the appointment of a receiver, liquidator, provisional liquidator, assignee, trustee, sequestrator, collateral agent or any similar official for any IP Party, (E) make any general assignment for the benefit of any IP Party’s creditors, (F) admit in writing its inability to pay its debts generally as they become due, or (G) take any corporate action to approve any of the foregoing; or

(xxv)fail to file its own Tax returns separate from those of any other Person (to the extent any such Tax returns are required to be filed required under applicable law).

Section 4.17. Independent Directors of the IP Parties.

(a)No IP Party shall fail for seven (7) consecutive Business Days to have at least one Independent Director.

(b)Pursuant to this Indenture and each IP Party's Specified Organizational Document, no IP Party shall vote upon, or hold any vote on, any “Material Action” (as defined in the Specified Organizational Document of such IP Party) unless such IP Party has one Independent Director at such time and such Independent Director is present for such vote (where applicable) or has consented to the action which is the subject-matter of such vote.

(c)Any “Material Action” (as defined in the Specified Organizational Document of such IP Party) shall require the affirmative vote of such Independent Director for such IP Party.

(d)No IP Party shall fail to have a special share in issue which is held by the Special Shareholder, and no shareholder resolution on the commencement of voluntary bankruptcy, insolvency, liquidation (including provisional liquidation), restructuring or winding-up proceedings of such IP Party, or for any amendment to the constitutional documents of such IP Party shall be passed by, or with respect to, any IP Party without the affirmative vote of the Special Shareholder of such IP Party.

Section 4.18. Financial Statements and Other Reports.

(a)From and after the Closing Date, Azul shall furnish to the Trustee:

(i)an English language version of the Parent Guarantor’s annual audited consolidated financial statements prepared in accordance with IFRS promptly upon such financial statements becoming available but not later than 120 days after the close of its fiscal year;

(ii)an English language version of the Parent Guarantor’s unaudited interim condensed consolidated financial statements prepared in accordance with IFRS promptly upon such statements becoming available but not later than 60 days after the close of each fiscal quarter (other than the last fiscal quarter of its fiscal year);

(iii)without duplication, English language versions or summaries of such other reports or notices as may be filed or submitted by (and promptly after filing or submission by) the Guarantors with (a) the CVM or (b) the SEC (in each case, to the extent that any such report or notice is generally available to security holders of the Parent Guarantor or the public in Brazil or elsewhere and, in the case of clause (b), is filed or submitted pursuant to Rule 12g3-2(b) under, or Section 13 or 15(d) of, the Exchange Act, or otherwise);

(iv)within 90 days after the end of the fiscal year, a certificate of a Responsible Officer of the Parent Guarantor certifying that, to the knowledge of such Responsible Officer, no Event of Default has occurred and is continuing, or, if, to the knowledge of such Responsible Officer, such Event of Default has occurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto;

(v)within 120 days after the end of the Parent Guarantor’s fiscal year, deliver to the Trustee (A) an Appraisal as of a date no earlier than six months prior to the date that such Appraisal is delivered to the Trustee (an “Annual Appraisal”), and (B) a certificate certifying the LTV Ratio (calculated as to First Priority Secured Debt only) calculated by reference to such Annual Appraisal.

(vi)no later than 30 days after the end of each Quarterly Reporting Period, a certificate of a Responsible Officer of the Parent Guarantor, certifying whether or not (A) the TudoAzul Receivables Coverage Covenant and the Azul Viagens Receivables Coverage Covenant has been satisfied as of the end of such Quarterly Reporting Period (which certificate shall attach a calculation demonstrating such compliance, which certificate shall not be required to name individual transactions or agreements and shall be confidential and Holders shall have no right to request access thereto), (B) the Obligors are in compliance with deposit requirements under the Transaction Documents with respect to the TudoAzul Agreements and the Azul Viagens Agreements, and (C) (aa) the Debt Service Coverage Ratio for such Quarterly Reporting Period was greater than the Debt Service Coverage Ratio levels required for the incurrence of Permitted First Priority Secured Debt, and (bb) the ECF DSCR for such Quarterly Reporting Period was greater than the DSCR Test, which certification (a “DSCR Calculation Certificate”) shall include a calculation of the Debt Service Coverage Ratio and the ECF DSCR, including a certification of the amount of the cost of goods sold and commissions applicable to the Azul Viagens business used to calculate the Debt Service Coverage Ratio and the ECF DSCR (which certificate shall be confidential and Holders shall have no right to request access thereto);

(vii)no later than 45 days after the end of each Quarterly Reporting Period (or, in respect of the last Quarterly Reporting Period of its fiscal year, 60 days), a certificate of a Responsible Officer of the Parent Guarantor, certifying the Liquidity as of the last day of such Quarterly Reporting Period;

(viii)on each (a) Allocation Date, an Allocation Date Statement and (b) no later than ten Business Days following the start of each Quarterly Reporting Period, a Quarterly Freeflow Threshold Statement, in each case to the Trustee and the U.S. Collateral Agent and the Brazilian Collateral Agent. The Trustee may, prior to the related Distribution Date, provide notice to the Issuer and the U.S. Collateral Agent and the Brazilian Collateral Agent of any information contained in the Allocation Date Statement that the Trustee believes to be incorrect. If the Trustee provides such a notice, the Issuer shall use its reasonable efforts to resolve the discrepancy and provide an updated Allocation Date Statement on or prior to the related Distribution Date. If the discrepancy is not resolved and a replacement Allocation Date Statement is not received by the Trustee prior to the payment of available funds on the related Distribution Date pursuant to the provisions of the Payment Waterfalls and it is later determined that the information identified by the Trustee as incorrect was in fact incorrect and such error resulted in a party receiving a smaller distribution on the Distribution Date than they would have received had there not been such an error, then the Issuer shall indemnify such party for such shortfall. For the avoidance of doubt and, notwithstanding anything to the contrary in this Indenture or in any Collateral Document, the Trustee shall have no obligation to

inquire into, investigate, verify or perform any calculations in connection with an Allocation Date Statement or notice from the Trustee in respect of the same; it being understood and agreed that the Trustee shall be entitled to conclusively rely, and shall not be liable for so relying, on the Allocation Date Statement last received by it on or prior to each Distribution Date and the Trustee shall have no obligation, responsibility or liability in connection with any indemnification payment of the Issuer pursuant to the immediately preceding sentence; and

(ix)as soon as possible, and in any event within 15 Business Days after the Chief Financial Officer or the Treasurer of Azul becoming aware of the occurrence of a Default or an Event of Default that is continuing, an Officer’s Certificate specifying such Default or Event of Default and what action the Parent Guarantor and its Subsidiaries are taking or propose to take with respect thereto.

(b)In no event shall the Trustee be entitled to inspect, receive and make copies of materials (except in connection with any enforcement or exercise of remedies in the case of clause (A)) (A) that constitute non-registered Intellectual Property, TudoAzul Customer Data or non-financial proprietary information, (B) in respect of which disclosure to the Trustee, the U.S. Collateral Agent or any Holder (or their respective representatives or contractors) is prohibited by law or any binding agreement (or would otherwise cause a breach or default thereunder) or (C) that are subject to attorney client or similar privilege or constitute attorney work product.

(c)The requirement for the Parent Guarantor to deliver to the Trustee the information or reports referred to in clauses (i) through (iii) above shall be deemed satisfied if such information or report has been filed with the SEC through the Electronic Data Gathering Analysis and Retrieval (EDGAR) system (or any successor method of filing) or if such information or report is made available on the Parent Guarantor’s website (and the Parent Guarantor shall provide the relevant URL to the Trustee upon request).

(d)The requirement for the Parent Guarantor to deliver to the Trustee the information, reports or certificates referred to in clauses (iv) through (viii) above shall be deemed satisfied if, at its option, the Parent Guarantor (A) files such information, reports or certificates with the SEC through the Electronic Data Gathering Analysis and Retrieval (EDGAR) system (or any successor method of filing) or if such information report is made available on the Parent Guarantor’s website (and the Parent Guarantor shall provide the relevant URL to the Trustee upon request), and (B) provides written notice to the Trustee that such information, reports or certificates have been so filed or made available.

(e)In addition, any information required to be delivered pursuant to this Indenture to the Trustee pursuant to clauses (i) through (viii) above may, at the option of the Parent Guarantor, be made available by the Trustee to the Holders by posting such information on the Parent Guarantor’s website at a website address to be notified to the Holders from time to time.

(f)The Trustee shall have no responsibility to determine if and when any information, reports or certificates have been made available online. Delivery of reports, information, appraisals and documents to the Trustee is for informational purposes only and its receipt of such reports, information, appraisals and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including compliance by the Issuer, Guarantor or any other Person with any of its covenants under this Indenture or the Notes (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Trustee shall have no liability or responsibility for the content, filing or timeliness of any report, appraisal or other information delivered, filed or posted under or in connection with this Indenture, the other Transaction Documents or the transactions contemplated thereunder. The Trustee has no duty to monitor or confirm, on a continuing basis or otherwise, our compliance with the covenants or with respect to matters disclosed in any reports or other documents filed with the SEC or EDGAR or any website under this Indenture.

Section 4.19. Substitution of the Issuer.

(a)Notwithstanding any other provision contained in this Indenture or the other Notes Documents, the Issuer may, without the consent of the Holders (and by purchasing or subscribing for any Notes, each holder of the Notes expressly consents to it), be replaced and substituted by (i) the Parent Guarantor or (ii) any wholly-owned Subsidiary of the Parent Guarantor that is an entity organized or existing under the laws of Brazil, the United States, the Cayman Islands, or any other country (or political subdivision thereof) that is a member country of the European Union or of the Organization for Economic Co-operation and Development on the Closing Date as principal debtor (in such capacity, the “Substituted Issuer”) in respect of the Notes; provided that:

(i)such documents shall be executed by the Substituted Issuer, the Issuer, the Parent Guarantor and the Trustee as may be necessary to give full effect to the substitution, including a supplemental indenture whereby the Substituted Issuer assumes all the Issuer’s obligations under this Indenture (together, the “Issuer Substitution Documents”), and (without limiting the generality of the foregoing) pursuant to which the Substituted Issuer shall undertake in favor of each Holder, the Trustee and the Collateral Agents to be bound by the terms and conditions of the Notes and the provisions of this Indenture as fully as if the Substituted Issuer had been named in the Notes and this Indenture as the principal debtor in respect of the Notes in place of the Issuer (or any previous substitute) and the covenants, Events of Default and other relevant provisions shall continue to apply to the Issuer in respect of the Notes as if no such substitution had occurred, it being the intent that the rights of Holders in respect of the Notes shall be unaffected by such substitution, subject to clause (ii) below;

(ii)without prejudice to the generality of the preceding paragraph, the Issuer Substitution Documents shall contain (x) a covenant by the Substituted Issuer and/or such other provisions as may be necessary to ensure that each Holder has the benefit of a covenant in terms corresponding to the obligation of the Issuer in respect of the payment of additional amounts set forth in Section 4.26 with the substitution for the references to Brazil or United States, as applicable, of references to the territory in which the Substituted Issuer is incorporated, domiciled and/or resident for Taxation purposes; provided the Substituted Issuer is incorporated, domiciled or resident for Taxation purposes in a territory other than Brazil or the United States, as applicable, and (y) a covenant by the Substituted Issuer and the Issuer to indemnify and hold harmless the Trustee and the Collateral Agents and each Holder against all Taxes which arise by reason of a law or regulation having legal effect or being in reasonable contemplation thereof on the date such substitution becomes effective, which may be incurred or levied against the Trustee, any agent or such holder (or, where such holder is not the beneficial owner of the note, such beneficial owner) as a result of any substitution pursuant to the conditions set forth in this section and which would not have been so incurred or levied had such substitution not been made (and, without limiting the foregoing, any and all Taxes which are imposed on any such Holder (or beneficial owner) by any political subdivision or taxing authority of any country in which such Holder (or beneficial owner) resides or is subject to any such Tax and which would not have been so imposed had such substitution not been made);

(iii)the Issuer shall have procured that each stock exchange which has the Notes listed thereon shall have confirmed in writing that following the proposed substitution of the Substituted Issuer, the Notes would continue to be listed on such stock exchange, or if such confirmation is not received or such continued listing is impracticable or unduly burdensome, the Issuer or the Parent Guarantor may de-list the Notes from the SGX-ST or other exchange on which the Notes are listed; and, in the event of any such de-listing, the Issuer shall use commercially reasonable efforts to obtain an alternative admission to listing, trading and/or quotation of the Notes by another listing authority, stock exchange or system as it may reasonably decide;

(iv)the Issuer shall have delivered, or procured the delivery, to the Trustee of a legal opinion addressed to the Issuer, the Substituted Issuer and the Trustee from a leading firm of lawyers in the country of incorporation of the Substituted Issuer, to the effect that the Issuer Substitution Documents constitute legal, valid and binding obligations of the Substituted Issuer and have been duly authorized, such opinions to be dated as of the date the Issuer Substitution Documents are executed and to be available for inspection by Holders at the specified offices of the Trustee;

(v)the Issuer shall have delivered, or procured the delivery, to the Trustee of a legal opinion addressed to the Issuer, the Substituted Issuer and the Trustee from a leading firm of United States or Brazilian lawyers acting for the Issuer to the effect that the Issuer Substitution Documents have been duly authorized, executed and delivered by the Issuer and that they constitute legal, valid and binding obligations of the Issuer, such opinion to be dated as of the date the Issuer Substitution Documents are executed and to be available for inspection by Holders at the specified offices of the Trustee;

(vi)the Issuer shall have delivered, or procured the delivery, to the Trustee of a legal opinion addressed to the Issuer, the Substituted Issuer and the Trustee from a leading firm of New York lawyers to the effect that the Issuer Substitution Documents constitute legal, valid and binding obligations of the parties thereto under New York law, such opinion to be dated as of the date the Issuer Substitution Documents are executed and to be available for inspection by Holders at the specified offices of the Trustee;

(vii)the Substituted Issuer shall have appointed a process agent in the Borough of Manhattan, the City of New York to receive service of process on its behalf in relation to any legal action or proceedings arising out of or in connection with this Indenture, Notes or the Issuer Substitution Documents;

(viii)no Event of Default has occurred and is continuing;

(ix)the substitution complies with any applicable requirements of the laws of Brazil in connection therewith;

(x)the substitution shall not result in the Secured Parties failing to maintain perfected Liens in the Shared Collateral in accordance with the terms of the Collateral Documents and the Intercreditor Agreement and shall not otherwise impair or adversely impact the Shared Collateral or the rights of any of the Secured Parties therein; and

(xi)each of the Substituted Issuer and the Issuer shall deliver to the Trustee an Officer’s Certificate, executed by their respective authorized officers, certifying that the terms of this provision have been complied with and attaching copies of all documents contemplated herein.

(b)Upon the execution of the Issuer Substitution Documents and the satisfaction of the conditions referred to in paragraph (1) above, the Substituted Issuer shall be deemed to be named in the Notes as the principal debtor in place of the Issuer (or of any previous substitute under these provisions) and the Notes shall thereupon be deemed to be amended to give effect to the substitution. Except as set forth above, the execution of the Issuer Substitution Documents shall operate to release the Issuer (or such previous substitute as aforesaid) from all its obligations in respect of the Notes and the Notes Documents and its obligation to indemnify the Trustee under this Indenture.

(c)The Issuer Substitution Documents shall be deposited with and held by the Trustee for so long as any Notes remain outstanding and for so long as any claim made against the Substituted Issuer or the Issuer by any Holder in relation to the Notes or the Issuer Substitution Documents shall not have been finally adjudicated, settled or discharged. The Substituted Issuer and the Issuer shall acknowledge in the Issuer Substitution Documents the right of every Holder to the production of the Issuer Substitution Documents for the enforcement of any of the Notes or the Issuer Substitution Documents.

(d)Not later than 10 Business Days after the execution of the Issuer Substitution Documents, the Substituted Issuer shall give notice thereof to the Holders in accordance with Section 12.02.

Section 4.20. [Reserved].

Section 4.21. IP Agreements.

The Obligors shall not terminate, amend, waive, supplement or otherwise modify any IP Agreement or any provision thereof or exercise any right or remedy under or pursuant to or under any IP Agreement, in each case without the prior written consent of the Controlling Creditors if such termination, amendment, waiver, supplement or modification or exercise of remedies would reasonably be expected to result in a Material Adverse Effect; provided that (i) termination of any IP Agreement or any amendment to the termination provisions thereof, or (ii) any amendment to an IP Agreement that (A) materially and adversely affects rights to the Contributed Intellectual Property or, in the case of the Contribution Agreements, other applicable Shared Collateral, or rights to use the Contributed Intellectual Property or, in the case of the Contribution Agreements, other applicable Shared Collateral, (B) shortens the scheduled term thereof, (C) in the case of any IP License, materially and adversely changes the amount or calculation of the termination payment, or the amount, calculation or rate of fees due and owing thereunder, (D) changes the contractual subordination of payments thereunder in a manner materially adverse to the First Priority Secured Parties, (E) materially reduces the frequency of payments thereunder to an IP Party or permits payments due to an IP Party thereunder to be deposited to an account other than a Collection Account, (F) changes the amendment standards applicable to such IP Agreement (other than changes affecting rights of the Trustee or the U.S. Collateral Agent to consent to amendments, which is covered by clause (G)) in a manner that would reasonably be expected to result in a Material Adverse Effect or (G) materially impairs the rights of the Trustee or the U.S. Collateral Agent to enforce or consent to amendments to any provisions thereof in accordance therewith shall, in each case, be deemed to have a Material Adverse Effect.

Section 4.22. Specified Organizational Documents.

No Obligor shall amend, modify or waive any special purpose entity related provisions specified in any Specified Organizational Document (which, for the avoidance of doubt, includes any provision which relates to restrictions on the nature of an IP Party’s business or operations or its ability to voluntarily enter winding up proceedings, or otherwise relates to or requires the approval of the Independent Director or Special Shareholder). No Obligor shall amend, modify or waive any other provision of any Specified Organizational Document in a manner adverse to the Holders.

Section 4.23. Intellectual Property Contribution Registration.

Any assignment, pursuant to a Contribution Agreement, of Intellectual Property registered in Brazil shall be filed (protocolado) (i) with the applicable intellectual property office and applicable internet domain name registrars on or before the date that is 60 days after July 14, 2023; and (ii) with the applicable registry of deeds and documents on or before the date that is 10 days after July 14, 2023. Any assignment, pursuant to a Contribution Agreement, of Intellectual Property registered in the United States shall be filed in the applicable intellectual property office and applicable internet domain name registrars on or before the date that is 30 days after July 14, 2023. Any assignment, pursuant to a Contribution Agreement, of Intellectual Property registered outside Brazil and the United States shall be filed in the applicable intellectual property office and applicable internet domain name registrars on or before the date that is 180 days after July 14, 2023.

Section 4.24. Databases.

(a)As soon as reasonably practicable, each of the Parent Guarantor and Azul Linhas shall, and shall cause each of their respective Subsidiaries to, procure that IntelAzul shall at all times be the sole controller (within the meaning of the LGPD) of the TudoAzul Customer Data. The Parent Guarantor and Azul Linhas acknowledge and agree that, except for the limited exceptions described below in this Section 4.24(a), IntelAzul shall be the sole and exclusive repository of the TudoAzul Customer Data, with sole technical control over such database. In furtherance of the foregoing, (i) the Parent Guarantor and Azul Linhas shall, and shall cause each of their respective Subsidiaries (other than IntelAzul) and service providers to, permanently delete and erase each item of TudoAzul Customer Data from any and all databases and other information technology systems under their respective possession, custody or control, in each case, promptly upon IntelAzul becoming the controller of such TudoAzul Customer Data (other than any portions of TudoAzul Customer Data stored in archival format in accordance with their respective record retention policies or automated electronic back-up procedures, where such TudoAzul Customer Data cannot reasonably be deleted or is required to be retained pursuant to applicable law; provided that such TudoAzul Customer Data shall not be used, shared or otherwise processed for any purpose); (ii) IntelAzul shall not assign, transfer or otherwise convey any item of TudoAzul Customer Data without the prior written consent of the U.S. Collateral Agent acting at the direction of the Controlling Creditors; (iii) the Parent Guarantor, Azul Linhas and IntelAzul shall not, and shall cause their respective Subsidiaries not to, create, amend, publish, provide or deliver any privacy policies, notices or statements in any manner which could reasonably be expected to materially impair any of the TudoAzul Customer Data or any other Shared Collateral (or the value thereof) or IntelAzul’s or IP Co’s rights thereto or ability to process the same, as applicable, except as otherwise required by applicable law; and (iv) the Parent Guarantor, Azul Linhas, IntelAzul and Azul Viagens, as applicable, entered into on July 14, 2023 and shall maintain in effect a database control agreement (the “Database Control Agreement”), giving IntelAzul the right to prevent access to and

use of the TudoAzul Customer Data following a Remedies Direction, which shall be expressly assignable to the Secured Parties and any successor controlling shareholder of IntelAzul. IntelAzul shall update the TudoAzul Customer Data in accordance with the periodicity established in its internal policies and controls, including after the Notes having become immediately due and payable. For the avoidance of doubt, and without limiting the foregoing, IntelAzul shall not be obligated to permanently delete or erase any item of TudoAzul Customer Data from any databases or other information technology systems under its possession, custody or control pursuant to Section 4.24(a)(i).

(b)If the Parent Guarantor, Azul Linhas, or any of their respective Subsidiaries establishes a database with respect to, or otherwise begins to collect, store or otherwise process, customer data of the Azul Viagens Business that is similar or analogous to the TudoAzul Customer Data (including, e.g., data with respect to the tracking of repeat customers or customer travel habits, and excluding, e.g., data that is similar or analogous to the Azul Traveler Data that is excluded from the TudoAzul Customer Data) (such similar or analogous data, the “Azul Viagens Customer Data”), then (i) each of the Parent Guarantor and Azul Linhas shall, and cause each of their respective Subsidiaries to, procure that one of IntelAzul or Azul Viagens shall at all times be the sole controller (within the meaning of the LGPD) of the Azul Viagens Customer Data, (ii) the Parent Guarantor and Azul Linhas acknowledge and agree that one of IntelAzul or Azul Viagens shall be the sole and exclusive repository of the Azul Viagens Customer Data, with sole technical control over such database, (iii) IntelAzul or Azul Viagens, as the case may be, shall update the Azul Viagens Customer Data in accordance with the periodicity established in its internal policies and controls, including after the Notes having become immediately due and payable, and (iv) in furtherance of the foregoing, (A) the Parent Guarantor and Azul Linhas shall, and shall cause each of their respective Subsidiaries (other than IntelAzul or Azul Viagens, as applicable) and service providers to, (x) ensure that no Azul Viagens Customer Data is stored at any time on any databases or other information technology systems under their respective possession, custody or control (other than any portions of Azul Viagens Customer Data stored in archival format in accordance with their respective record retention policies or automated electronic back-up procedures, where such Azul Viagens Customer Data cannot reasonably be deleted or is required to be retained pursuant to applicable law; provided that such Azul Viagens Customer Data shall not be used, shared or otherwise processed for any purpose), and (y) without limiting the foregoing clause (x), promptly transfer to IntelAzul or Azul Viagens, as applicable, and then permanently delete and erase, each item of Azul Viagens Customer Data identified on any such database or other information technology system; (B) IntelAzul or Azul Viagens, as applicable, shall not assign, transfer or otherwise convey any item of Azul Viagens Customer Data without the prior written consent of the U.S. Collateral Agent acting at the direction of the Controlling Creditors; (C) the Parent Guarantor, Azul Linhas, IntelAzul and Azul Viagens shall not, and shall cause their respective Subsidiaries not to, create, amend,

publish, provide or deliver any privacy policies, notices or statements in any manner which could reasonably be expected to materially impair any of the Azul Viagens Customer Data or any other Shared Collateral (or the value thereof) or IntelAzul’s or Azul Viagens’, as applicable, or IP Co’s rights thereto or ability to process the same, as applicable, except as otherwise required by applicable law; and (D) such Azul Viagens Customer Data shall be subject to the Database Control Agreement, which the Parent Guarantor, Azul Linhas, IntelAzul or Azul Viagens, as applicable, shall maintain in effect. The Database Control Agreement shall give IntelAzul or Azul Viagens, as applicable, the right to prevent access to and use of the Azul Viagens Customer Data following a Remedies Direction, which shall be expressly assignable to the Secured Parties and any successor controlling shareholder of IntelAzul or Azul Viagens, as applicable. For the avoidance of doubt, and without limiting the foregoing, IntelAzul or Azul Viagens, as applicable, shall not be obligated to permanently delete or erase any item of Azul Viagens Customer Data from any databases or other information technology systems under its possession, custody or control pursuant to Section 4.24(b)(iv).

Section 4.25. Taxes.

Each Obligor shall pay, and cause each of its Subsidiaries to pay, all material Taxes before the same shall become more than 90 days delinquent, other than Taxes (i) being contested in good faith by appropriate proceedings and (ii) the failure to effect such payment of which are not reasonably be expected to have a Material Adverse Effect.

Section 4.26. Additional Amounts.

(a)All payments (including any premium paid upon redemption of the Notes) by or on behalf of the Issuer or a successor in respect of the Notes or the Guarantors or a successor in respect of the Note Guarantees will be made free and clear of, and without withholding or deduction for or on account of, any present or future Taxes imposed or levied by or on behalf of Brazil, the United States, the Cayman Islands or any authority therein or thereof or any other jurisdiction in which the Issuer or the Guarantors (or in each case, their successor) are organized or doing business or from or through which payments are made in respect of the Notes, or any political subdivision or taxing authority thereof or therein (any of the aforementioned being a “Taxing Jurisdiction”), unless the Issuer or the Guarantors (or their respective successor) are compelled by law to deduct or withhold such Taxes. In such event, the Issuer or the Guarantors (or their respective successor) will make such deduction or withholding, make payment of the amount so withheld to the appropriate governmental authority and pay such additional amounts as may be necessary to ensure that the net amounts received by registered Holders of Notes after such withholding or deduction shall equal the respective amounts of principal and interest (or other amounts stated to be payable under the Notes) which would have been received in respect of the Notes in the absence of such withholding or deduction (“additional amounts”). Notwithstanding the foregoing, no such additional amounts shall be payable:

(i)to, or to a third party on behalf of, a Holder or beneficial owner who is liable for such Taxes in respect of such Note by reason of the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of such Holder, if such Holder is an estate, a trust, a partnership, or a corporation) and the relevant Taxing Jurisdiction, including, without limitation, such Holder or beneficial owner (or such fiduciary, settlor, beneficiary, member or shareholder) being or having been a citizen or resident thereof or being or having been engaged in a trade or business or present therein or having, or having had, a permanent establishment therein, other than the mere holding of the Note or enforcement of rights under this Indenture and the receipt of payments with respect to the Note;

(ii)in respect of Taxes that would not have been so withheld or deducted if the Notes had been surrendered or presented for payment (if surrender or presentment is required) not more than 30 days after the Relevant Date except to the extent that payments under such Note would have been subject to withholdings and the Holder or beneficial owner of such Note would have been entitled to such additional amounts, on surrender of such Note for payment on the last day such period of 30 days;

(iii)to, or to a third party on behalf of, a Holder or beneficial owner who is liable for such Taxes by reason of such Holder or beneficial owner’s failure to comply, with any certification, identification, documentation or other reporting requirement concerning the nationality, residence, identity or connection with the relevant Taxing Jurisdiction of such Holder or beneficial owner, if (A) compliance is required by law or an applicable income treaty as a precondition to, exemption from, or reduction in the rate of, the Tax and (B) the Issuer has given the Holders and beneficial owners at least 30 days’ notice that Holders and beneficial owners will be required to provide such certification, identification, documentation or other requirement;

(iv)in respect of any estate, inheritance, gift, sales, transfer, excise or personal property or similar Tax, other than as provided in Section 4.26(a)(i);

(v)in respect of any Tax which is payable other than by deduction or withholding from payments of principal of (including premium) or interest on the Note; or

(vi)in respect of any combination of the above.

(b)Notwithstanding anything to the contrary in this provision, none of the Issuer, the Guarantors, their respective successors, a paying agent or any other person shall be required to pay any additional amounts with respect to any payment in respect of any Taxes imposed under Sections 1471 through 1474 of the Code, or any successor law or regulation implementing or complying with, or introduced in order to conform to, such sections, or imposed pursuant to any intergovernmental agreement or any agreement entered into pursuant to section 1471(b)(1) of the Code.

(c)No additional amounts shall be paid with respect to any payment on a Note to a Holder or beneficial owner who is a fiduciary, a partnership, a limited liability company or other than the sole beneficial owner of that payment to the extent that payment would be required by the relevant Taxing Jurisdiction to be included in the income, for Tax purposes, of a beneficiary or settlor with respect to the fiduciary, a member of that partnership, an interest holder in a limited liability company or a beneficial owner who would not have been entitled to the additional amounts had that beneficiary, settlor, member or beneficial owner been the Holder.

(d)Payments on the Notes are subject in all cases to any Tax, fiscal or other law or regulation or administrative or judicial interpretation. Except as specifically provided above, neither the Issuer nor the Guarantors shall be required to pay additional amounts with respect to any Tax imposed by any government or a political subdivision or taxing authority thereof or therein.

(e)In the event that additional amounts actually paid with respect to the Notes are based on rates of deduction or withholding of withholding Taxes in excess of the appropriate rate applicable to the Holder or beneficial owner of such Notes, and, as a result thereof such Holder or beneficial owner is entitled to make claim for a refund or credit of such excess from the authority imposing such withholding Tax, then such Holder or beneficial owner, as applicable, shall, by accepting such Notes, be deemed to have assigned and transferred all right, title, and interest to any such claim for a refund or credit of such excess to the Issuer.

(f)Any reference in this Indenture or the Notes to principal, interest or any other amount payable in respect of the Notes by the Issuer or the Note Guarantee by the Guarantors (or their successors) will be deemed also to refer to any additional amount, unless the context requires otherwise, that may be payable with respect to that amount under the obligations referred to in this provision.

(g)Each of Obligors shall agree that if any of the Issuer or the Guarantors, as applicable, is required under applicable law to make any deduction or withholding on payments of principal of or interest on the Notes for or on account of any Tax, at least 10 days prior to the first payment date on the Notes and at least 10 days prior to each payment date thereafter where such withholding is required, the Issuer or the Guarantor, as applicable, shall furnish the Trustee and a paying agent with an Officer’s Certificate (but only if there has been any change with respect to the matters set forth in any previously delivered Officer’s Certificate) instructing the Trustee and a paying agent as to whether such payment of principal of or interest on the Notes shall be made without deduction or withholding for or on account of any Tax, or, if any such deduction or withholding shall be required by the Taxing Jurisdiction, then such certificate shall: (i) specify the amount required to be deducted or withheld on such payment to the relevant recipient; (ii) certify that the Issuer or the Guarantors, as applicable, shall pay such deduction or withholding amount to the appropriate taxing authority; and (iii) certify that the Issuer or the Guarantors, as applicable, shall pay or cause to be paid to the Trustee or a paying agent such additional amounts as are required by this provision.

(h)Each of the Obligors (or their respective successor) will pay any Taxes required to be deducted or withheld pursuant to applicable law and will furnish to the Holders, within 60 days after the date such payment is due, either certified copies of Tax receipts evidencing such payment, or, if such receipts are not obtainable, other evidence of such payments reasonably satisfactory to the Holders.

(i)The Issuer or the Guarantors, as applicable, will pay when due any present or future stamp, transfer, court or documentary Taxes or any other excise or property Taxes imposed by a Taxing Jurisdiction (or any political subdivision or governmental authority thereof or therein having power to Tax) with respect to the initial execution, delivery or registration of the Notes or any other document or instrument relating thereto.

Section 4.27. Stay, Extension and Usury Laws.

Each Obligor covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and each Obligor (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee or any U.S. Collateral Agent, but will suffer and permit the execution of every such power as though no such law has been enacted.

Section 4.28. Corporate Existence.

Each Obligor shall do or cause to be done all things reasonably necessary to preserve and keep in full force and effect: (1) its corporate, partnership or other existence, and the corporate, partnership or other existence of each of its Subsidiaries, in accordance with the respective Specified Organizational Documents or other applicable constituent documents of such Obligor; and (2) its and its Subsidiaries’ rights (charter and statutory) and material franchises; provided, however, that the Parent Guarantor shall not be required to preserve any such right or franchise, or the corporate, partnership or other existence of it or any of its Subsidiaries (other than any IP Party, the Issuer, IntelAzul and Azul Viagens), if its Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Parent Guarantor and its Subsidiaries, taken as a whole, and that the loss thereof would not, individually or in the aggregate, have a Material Adverse Effect. For the avoidance of doubt, this section shall not prohibit any actions permitted under Section 5.01.

Section 4.29. Regulatory Matters.

(a)The Parent Guarantor will:

(i)maintain at all times a valid airline operating certificate (Certificado de Operador Aéreo) issued by the Brazilian National Civil Aviation Agency (Agência Nacional de Aviação Civil), or any successor certificate or agency; and

(ii)possess and maintain all necessary certificates, exemptions, franchises, licenses, permits, designations, rights, concessions, authorizations, frequencies and consents that are material to the operation of the TudoAzul Program and the Azul Viagens Business, and to the conduct of its business and operations as currently conducted, except to the extent that any failure to possess or maintain would not reasonably be expected to result in a Material Adverse Effect.

Section 4.30. Compliance with Laws.

The Parent Guarantor shall comply, and cause each of its Subsidiaries to comply, with all applicable laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where such noncompliance, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Section 4.31. Azul Conduct of Business.

The Parent Guarantor will possess and maintain all necessary certificates, exemptions, franchises, licenses, permits, designations, rights, concessions, authorizations and consents that are material to the operation of the TudoAzul Program, and to the conduct of its business and operations as currently conducted, except to the extent that any failure to possess or maintain would not reasonably be expected to result in a Material Adverse Effect.

Section 4.32. Collateral Ownership.

Subject to Sections 4.15 and 5.01 (including the actions permitted) hereof, each Grantor will continue to maintain its interest in and right to use all property and assets so long as such property and assets constitute Shared Collateral.

Section 4.33. Application of Unapplied Net Proceeds.

To the extent not applied in accordance with Section 3.08 and Section 3.09, the Issuer shall cause an amount equal to such Net Proceeds pursuant to such sections to be deposited promptly into a Collection Account, which amounts shall be applied in accordance with the Payment Waterfalls.

Section 4.34. [Reserved].

Section 4.35. Offer to Repurchase Upon Parent Change of Control Event.

(a)If a Parent Change of Control Event occurs, each Holder of Notes will have the right to require the Issuer to repurchase all or any part of that Holder’s Notes pursuant to an offer (a “Parent Change of Control Offer”) at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, and additional amounts, if any, on the Notes repurchased to the date of repurchase (the “Parent Change of Control Payment”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Notes Interest Payment Date. Within thirty (30) days following any Parent Change of Control Event, the Issuer will mail or send electronically pursuant to applicable DTC procedures a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Parent Change of Control Event and offering to repurchase Notes on the date specified in the notice (the “Parent Change of Control Payment Date”), which date will be no earlier than thirty (30) days and no later than sixty (60) days from the date such notice is mailed or sent, pursuant to the procedures required by this Indenture and described in such notice and stating:

(i)that the Parent Change of Control Offer is being made pursuant to this Section 4.35 and that all Notes tendered will be accepted for payment;

(ii)the purchase price for the Notes and the Parent Change of Control Payment Date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed or sent;

(iii)that any Note not tendered will continue to accrue interest;

(iv)that, unless the Issuer defaults in the payment of the Parent Change of Control Payment, all Notes accepted for payment pursuant to the Parent Change of Control Offer will cease to accrue interest after the Parent Change of Control Payment Date;

(v)that Holders of Notes electing to have any Notes purchased pursuant to a Parent Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer such Notes by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Parent Change of Control Payment Date; and

(vi)that Holders of Notes will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Parent Change of Control Payment Date, a facsimile or other electronic transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing its election to have the Notes purchased.

The Issuer will provide a copy of such notice to the Trustee.

The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Parent Change of Control Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.35, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.35 by virtue of such compliance.

(b)On the Parent Change of Control Payment Date, the Issuer will, to the extent lawful:

(i)accept for payment all Notes or portions of Notes properly tendered (and not properly withdrawn) pursuant to the Parent Change of Control Offer;

(ii)deposit with a paying agent an amount equal to the Parent Change of Control Payment in respect of the aggregate principal amount of Notes properly tendered (and not properly withdrawn); and

(iii)deliver or cause to be delivered to the Trustee, for cancellation by the Trustee, the Notes properly accepted for purchase by the Issuer together with an Officer’s Certificate stating the aggregate principal amount of Notes being purchased by the Issuer.

(c)The Issuer will not be required to make a Parent Change of Control Offer upon a Parent Change of Control Event if (1) a third party makes the Parent Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Parent Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn under the Parent Change of Control Offer, or (2) notice of redemption with respect to all Notes has been given pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption price; and a Parent Change of Control Offer may be made in advance of a Parent Change of Control Event, conditioned upon the consummation of such Parent Change of Control Event and the occurrence of a Rating Decline, if a definitive agreement is in place for the Parent Change of Control Event at the time the Parent Change of Control Offer is made. The Issuer’s failure to offer to purchase the Notes shall constitute an Event of Default under this Indenture. For the avoidance of doubt, the Issuer’s failure to offer to purchase the Notes shall constitute an Event of Default under Section 6.02(a)(iii) and not Section 6.02(a)(i), but the failure of the Issuer to pay the Parent Change of Control Payment when due shall constitute an Event of Default under Section 6.02(a)(i).

Section 4.36. Maintenance of Office or Agency.

(a)The Issuer shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made at the Corporate Trust Office of the Trustee.

(b)The Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain an office or agency for such purposes. The Issuer shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

(c)The Issuer hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Issuer in accordance with Section 2.05 hereof; provided, that no service of legal process on the Issuer or any Guarantor may be made at any office of the Trustee.

Section 4.37. Ranking.

The Issuer and the Guarantors shall ensure that the Notes and the Note Guarantees rank (i) equally in right of payment with all First Priority Secured Obligations pursuant to the terms of the Intercreditor Agreement, including the AerCap Secured Obligations and the Convertible Debentures (except those obligations preferred by operation of law, including labor and tax claims), (ii) subject to (iv) below, senior in right of payment to the Second Out Notes Secured Obligations pursuant to the terms of the Intercreditor Agreement and the Obligors’ existing and future subordinated indebtedness, (iii) effectively senior to all existing and future indebtedness of the Obligors that is not secured by a lien, to the extent of the value of the Shared Collateral after payment in full of the First Priority Secured Obligations, including the Notes and (iv) effectively subordinated to any existing or future indebtedness of the Obligors that is secured by liens on assets that do not constitute a part of the Shared Collateral (for the avoidance of doubt, the Azul Cargo Collateral does not constitute Shared Collateral) to the extent of the value of such assets.

Section 4.38. Non-Compete.

Without limiting Section 13.12, the Obligors will comply with the Non-Compete (as defined in the IP Licenses), the terms and conditions of which are hereby incorporated by reference into this Indenture and deemed to apply to each of the Obligors, mutatis mutandis.

Section 4.39. Listing.

The Issuer will use commercially reasonable efforts to list the Notes on the Official List of the SGX-ST promptly after issuance of such Notes and to use commercially reasonable efforts to maintain such listing. If it becomes impracticable or unduly burdensome to maintain the listing of the Notes on the SGX-ST, the Issuer will use commercially reasonable efforts to procure promptly and maintain an alternative admission to listing, trading and/or quotation for the Notes by another internationally-recognized listing authority and stock exchange.

ARTICLE 5

SUCCESSORS

Section 5.01. Merger, Consolidation and Sale of Assets.

(a)Subject to clause (c), the Parent Guarantor shall not, and shall not permit any Guarantor to: (A) consolidate or merge with or into another Person (whether or not the Parent Guarantor or such Guarantor is the surviving corporation) or (B) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the assets of the Parent Guarantor and its Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:

(i)either: (A) the Parent Guarantor or the applicable Guarantor, as applicable, is the surviving Person; or (B) the Person formed by or surviving any such consolidation or merger (if other than the Parent Guarantor or the applicable Guarantor) or to which such sale, assignment, transfer, conveyance or other disposition has been made is an entity organized or existing under the laws of Brazil, the United States, the Cayman Islands, or any other country (or political subdivision thereof) that is a member country of the European Union or of the Organization for Economic Co-operation and Development on the Closing Date;

(ii)the Person formed by or surviving any such consolidation or merger (if other than the Parent Guarantor) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Parent Guarantor or the applicable Guarantor under the Transaction Documents pursuant to a supplemental indenture to this Indenture;

(iii)no Event of Default shall have occurred and be continuing or would result therefrom;

(iv)the substitution shall not result in the Secured Parties failing to maintain perfected Liens in the Shared Collateral in accordance with the terms of the Collateral Documents and the Intercreditor Agreement and shall not otherwise impair or adversely impact the Shared Collateral or the rights of any of the Secured Parties therein; and

(v)the Parent Guarantor shall have delivered to the Trustee an Officer’s Certificate and Opinion of Counsel stating that such consolidation, merger or transfer complies with this Indenture and the Collateral Documents. The Trustee shall accept such Officer’s Certificate and Opinion of Counsel as sufficient evidence of the satisfaction of the conditions precedent set forth in this provision, in which event it shall be conclusive and binding on the Holders.

(b)Paragraph (a) above will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Parent Guarantor and/or any Subsidiary of the Parent Guarantor that, immediately following such transaction, guarantees the Notes on the same terms (including as to security) mutatis mutandis as the Note Guarantees pursuant to the applicable Transaction Documents.

(c)No IP Party shall (A) consolidate or merge with or into another Person, or permit any other Person to merge into or consolidate with it, or (B) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of its properties, in one or more related transactions, to another Person, in each case unless, in connection with any of the foregoing, such action shall result in the substantially contemporaneous occurrence of the discharge of the Secured Obligations.

Section 5.02. Successor Corporation Substituted.

Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of the Parent Guarantor in a transaction that is subject to, and that complies with the provisions of, Section 5.01(a) above, the successor Person formed by such consolidation or into or with which the Parent Guarantor is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the Parent Guarantor shall refer instead to the successor Person and not to the Parent Guarantor), and may exercise every right and power of the Parent Guarantor under this Indenture with the same effect as if such successor Person had been named as the Parent Guarantor therein; provided, however, that the Parent Guarantor, if applicable, shall not be relieved from the obligation to pay the principal of, interest, if any, and additional amounts, if any, on the Notes except in the case of a sale of all of the Parent Guarantor’s assets in a transaction that is subject to, and that complies with the provisions of, Section 5.01(a) above.

ARTICLE 6

DEFAULTS AND REMEDIES

Section 6.01. [Reserved].

Section 6.02. Events of Default.

(a)Each of the following is an “Event of Default”:

(i)default in any payment of:

(A)any principal amount or premium, if any, on any of the Notes when such amount becomes due and payable;

(B)any interest (including any additional amounts) on the Notes and such default shall have continued for a period of more than 30 days (or, if Azul Linhas is then subject to a proceeding under chapter 11 of the Bankruptcy Code, 60 days after the date of such failure to pay); or

(C)any other amount payable under this Indenture when due and such default shall have continued unremedied for more than thirty (30) days after the earlier of (x) a Responsible Officer of an Obligor obtaining knowledge of such default or (y) receipt by an Obligor of notice from the Trustee of such default; provided that, if any default shall have been made by any Obligor in the due observance or performance of the covenants set forth in Article 4 hereof it shall not constitute a default under this Section 6.02(a)(i)(C); or

(ii)default shall have been made by any Obligor in the due observance or performance of any of the covenants in Section 4.01 and such default shall continue unremedied for more than ten (10) Business Days after the earlier of (i) a Responsible Officer of an Obligor obtaining knowledge of such default or (ii) receipt by an Obligor of notice from the Trustee of such default; or

(iii)default by any Obligor in the due observance or performance of any other covenant, condition or agreement to be observed or performed by it pursuant to the terms of this Indenture or any of the other Notes Documents and such default continues unremedied or uncured for more than forty-five (45) days after the earlier of (i) a Responsible Officer of an Obligor obtaining knowledge of such default or (ii) receipt by an Obligor of notice from the Trustee of such default; provided that, if such Person is proceeding with diligence and good faith to cure or remedy such default and such default is susceptible to cure or remedy, such forty-five (45) day period shall be extended to sixty (60) days in the aggregate (inclusive of the original forty-five (45) day period); or

(iv)(A) any material provision of this Indenture or of any Notes Document to which any Obligor is a party ceases to be a valid and binding obligation of such party, or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Notes Document, (B) the Lien on any material portion of the Shared Collateral intended to be created by the Collateral Documents shall cease to be or shall not be a valid and perfected Lien having the priorities contemplated in this Indenture (subject to Permitted Collateral Liens, and except as permitted by the terms of this Indenture and the other Collateral Documents or other than as a result of the action, delay or inaction of the Trustee and subject to any permitted post-closing perfection periods) or (C) the Note Guarantee set forth in Article 10 shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of such Note Guarantee, or any Guarantor shall fail to comply with any of the terms or provisions of such Note Guarantee, or any Guarantor shall deny that it has any further liability under such Note Guarantee, provided that, in each case, unless Azul or any of its Subsidiaries shall have contested or challenged, other than good faith disputes regarding interpretation of contractual provisions, the validity, perfection or priority of, or attempted to invalidate, such liens or the validity or enforceability of a material provision of any Collateral Document or material portion of any Shared Collateral or Guarantee document, such breach shall not be an Event of Default unless such breach continues unremedied or uncured for more than twenty (20) Business Days after the earlier of (x) a Responsible Officer of the Parent Guarantor or the Issuer obtaining knowledge of such default or (y) receipt by the Issuer of written notice from the Trustee of such default; provided that, if such Person is proceeding with diligence and good faith to cure or remedy such default and such default is susceptible to cure, such twenty (20) Business Days shall be extended as may be necessary to cure such failure, such extended period not to exceed thirty (30) Business Days in the

aggregate (inclusive of the original twenty (20) Business Day period); or

(v)any Obligor or Significant Subsidiary (A) commences a voluntary case or procedure under a Bankruptcy Law, (B) consents to the entry of an order for relief against it in an involuntary case under a Bankruptcy Law, (C) consents to the appointment of a receiver, trustee, liquidator, provisional liquidator, custodian, conservator or other similar official of it or for all or substantially all of its property, (D) makes a general assignment for the benefit of its creditors, (E) admits in writing its inability generally to pay its debts as they become due, or (F) proposes or passes a resolution for its voluntary winding up or liquidation under a Bankruptcy Law; or

(vi)a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(A)is for relief against any Obligor or Significant Subsidiary;

(B)appoints a receiver, trustee, liquidator, provisional liquidator, custodian, conservator or other similar official of any Obligor or any Significant Subsidiary or for all or substantially all of the property of any Obligor or any Significant Subsidiary; or

(C)orders the liquidation of any Obligor or Significant Subsidiary, and in each case (other than in respect of an IP Party), the order or decree remains unstayed and in effect for sixty (60) consecutive days; or

(vii)failure by the Parent Guarantor or any of the Parent Guarantor’s Significant Subsidiaries to pay one or more final judgments entered by a court or courts of competent jurisdiction aggregating in excess of US$75.0 million (or US$250,000 in the case of any IP Party) (or the equivalent thereof in other currencies at the time of determination) (determined net of amounts covered by insurance policies issued by creditworthy insurance companies or by third party indemnities or a combination thereof), which judgments are not paid, discharged, bonded, satisfied or stayed for a period of sixty (60) days, which judgment is not paid, discharged, bonded, satisfied (by or on behalf of an IP Party otherwise than in breach of any Transaction Document) or stayed for a period of 60 days; or

(viii)(A) any Obligor or any Significant Subsidiary shall default in the performance of any obligation relating to Material Indebtedness and any applicable grace periods shall have expired and any applicable notice requirements shall have been complied with, and as a result of such default the holder or holders of such Material Indebtedness or any trustee or agent on behalf of such holder or holders shall have caused such Material Indebtedness to become due prior to its scheduled final maturity date or (B) any Obligor or any Significant Subsidiary shall default in the payment of the outstanding principal amount due on the scheduled final maturity date of any Indebtedness outstanding under one or more agreements of such Obligor, any applicable grace periods shall have expired and such failure to make payment when due shall be continuing for a period of more than five (5) consecutive Business Days following the applicable scheduled final maturity date thereunder, in an aggregate principal amount at any time unpaid exceeding US$75.0 million (or US$250,000 in the case of any IP Party) (or the equivalent thereof in other currencies at the time of determination) (determined net of amounts covered by insurance policies issued by creditworthy insurance companies or by third party indemnities or a combination thereof); or

(ix)(A) an exit from, or a termination or cancellation of, the TudoAzul Program (including the failure to maintain in effect at least one TudoAzul Agreement) or the Azul Viagens Business, or (B) any termination, expiration or cancellation of (1) any IP Agreement or (2) any Intercompany Loan Agreement; or

(x)any Obligor makes a Material Modification to any IP Agreement or any Intercompany Loan Agreement without the prior written consent of the Holders required to consent there to under Section 9.02; or

(xi)a Specified Obligor Change of Control; or

(xii) (A) failure of any IP Party to maintain at least one Independent Director for more than seven (7) consecutive Business Days or (B) the removal of any Independent Director of any IP Party without “cause” (as such term is defined in the Specified Organizational Documents of such IP Party) or without giving prior written notice to the Trustee, each as required in the Specified Organizational Documents of such IP Party.

(b)Subject to the terms of the Intercreditor Agreement, any payment received after the occurrence and continuance of any other Event of Default in which a Collateral Agent (at the direction of the Controlling Creditors) or the Trustee (at the direction of the Requisite Noteholders) has provided the Obligors with at least two Business Days’ prior written notice that the Available Funds will be distributed pursuant to the priority set forth below, any payments, recoveries or distributions received in any proceeding under any Bankruptcy Laws including adequate protection and distributions under a confirmed plan of reorganization under chapter 11 of the Bankruptcy Code to the extent received by the Trustee as the Notes’ Allocable Share thereof shall be applied by the Trustee together with any other Available Funds, as follows:

(A)first, (x) to the Trustee, the U.S. Collateral Agent and the Brazilian Collateral Agent, fees, costs, expenses, reimbursements and indemnification amounts due and payable to such Agents pursuant to the terms of the Collateral Documents and then (y) ratably, to the Trustee, the U.S. Collateral Agent and the Brazilian Collateral Agent, the other, fees, costs, expenses, reimbursements and indemnification amounts due and payable to the Trustee, the U.S. Collateral Agent or the Brazilian Collateral Agent pursuant to the terms of this Indenture, the Collateral Documents and then (z) ratably, for the Notes’ Allocable Share of the fees, expenses and other amounts due and owing to any Independent Director of an IP Party (to the extent not otherwise paid);

(B)second, to the Trustee, on behalf of the Holders, any due and unpaid interest, and additional amounts, if any, on the Notes;

(C)third, to the Trustee, on behalf of the Holders in an amount equal to the amount necessary to pay the outstanding principal balance of the Notes in full;

(D)fourth, to pay to the Trustee on behalf of the Holders, any additional Obligations then due and payable, including any premium; and

(E)fifth, all remaining amounts shall be deposited into a Collection Account.

(c)Upon the occurrence of a Bankruptcy Event of Default, and without any declaration or other act on the part of the Trustee, any Collateral Agent or any Holder, the Notes shall become immediately due and payable, whereupon 100% of the principal amount of the Notes, plus any and other Obligations and all other liabilities of the Obligors accrued under this Indenture and under any other Collateral Document shall become immediately due and payable (a “Bankruptcy Automatic Acceleration”) and whereupon the Trustee shall be entitled to take any of the actions and events described in clauses (ii) to (iv) of Section 6.03(a).

(d)However, after any declaration of acceleration of the Notes or any automatic acceleration described in clause (c) above, but before a judgment or decree for payment has been obtained from a court of competent jurisdiction, the Requisite Noteholders may, by notice to the Trustee, rescind such accelerated payment requirement (including the consequences of such acceleration including any related payment default that resulted from such acceleration) if (i) all existing Events of Default, except for nonpayment of the principal, premium, interest and additional amounts, if any, on the Notes that has become due solely as a result of the automatic accelerated payment requirement, have been cured or waived, and (ii) if the rescission of acceleration would not conflict with any judgment or decree of a court of competent jurisdiction.

Section 6.03. Remedies Exercisable by the Trustee.

(a)Upon the occurrence of an Event of Default and at any time during the continuance thereof, the Trustee shall, at the request of the Requisite Noteholders, by written notice to the Obligors and Holders (with a copy to the Collateral Agents), take or direct, as applicable, one or more of the following actions, at the same or different times:

(i)declare the Notes or any portion thereof then outstanding to be forthwith due and payable, whereupon 100% of the principal of the Notes and other Obligations and all other liabilities of the Obligors accrued under this Indenture and under any Collateral Document (excluding any other obligations secured thereby other than the Notes Secured Obligations) shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are expressly waived by the Obligors, anything contained herein or in any other Collateral Document to the contrary notwithstanding;

(ii)provide notice to the Obligors and the Collateral Agents to exercise Cash Control;

(iii)subject to the Intercreditor Agreement, set-off amounts in the Controlled Accounts or any other accounts (other than accounts pledged to secure other Indebtedness of any Obligor, escrow accounts, payroll accounts, payroll and withholding Tax accounts and similar accounts used for employment Tax or employee benefits and accrued and unpaid employee compensation payments (including salaries, wages, benefits and expense reimbursements, 401(k) and other retirement plans and employee benefits, including rabbi trusts for deferred compensation and health care benefits), other fiduciary, Tax or trust accounts or accounts held in trust for an unaffiliated third party) maintained with the Trustee, a Collateral Agent or the Trustee (or any of their respective affiliates) and apply such amounts to the obligations of the Obligors under this Indenture and in the Collateral Documents; and

(iv)subject to the terms of the Transaction Documents and any limitations therein, exercise any and all remedies under the Collateral Documents and under applicable law available to the Trustee, the Collateral Agents and the Holders.

Section 6.04. Waiver of Past Defaults.

The Requisite Noteholders by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under this Indenture, except a continuing Default in the payment of interest, additional amounts, if any, principal and premium, if any, on any Note held by a non-consenting Holder; provided, that subject to Section 6.03 hereof, the Requisite Noteholders may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section 6.05. Control by Majority.

The Holders of a majority in principal amount of the outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to the Notes. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or that, subject to Section 7.01, the Trustee determines is unduly prejudicial to the rights of any other Holder of a Note or that would subject the Trustee to personal liability; provided, however that the Trustee has no duty to determine whether any such action is prejudicial to any Holder or beneficial owner of the Notes.

Section 6.06. Limitation on Suits.

(a)Subject to Section 6.07 hereof, no Holder of a Note may pursue any remedy with respect to this Indenture or the Notes unless:

(i)such Holder has previously given the Trustee written notice that an Event of Default is continuing;

(ii)Holders of at least 25.0% in aggregate principal amount of the total outstanding Notes have made a written request to the Trustee to pursue the remedy;

(iii)Holders of the Notes have offered and, if requested, provide to the Trustee indemnity or security reasonably satisfactory to the Trustee against any loss, liability or expense;

(iv)the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

(v)the Requisite Noteholders have not given the Trustee a direction inconsistent with such request within such 60-day period.

(b)A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note.

Section 6.07. Rights of Holders of Notes to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, interest, additional amounts, if any, and premium, if any, on the Notes, on or after the respective due dates expressed in the Note (including in connection with a Mandatory Repurchase Offer, a Mandatory Prepayment Event or a Parent Change of Control Offer), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Section 6.08. Collection Suit by Trustee.

If an Event of Default specified in Section 6.02(a)(i) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuer for the whole amount of interest remaining unpaid, additional amounts, if any, principal and premium, if any, on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.09. Restoration of Rights and Remedies.

If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceedings, the Issuer, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding has been instituted.

Section 6.10. Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.09 hereof, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 6.11. Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article 6 or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

Section 6.12. Trustee May File Proofs of Claim.

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel), the Collateral Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Collateral Agents, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Issuer (or any other obligor upon the Notes including the Guarantors), its creditors or its property and shall be entitled and empowered to participate as a member in any official committee of creditors appointed in such matter and to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, the Collateral Agents, their agents and counsel, and any other amounts due the Trustee or Collateral Agents under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, the Collateral Agents, their agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.13. Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.13 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10.0% in principal amount of the then outstanding Notes.

ARTICLE 7

TRUSTEE AND COLLATERAL AGENTS

Section 7.01. Duties of Trustee.

(a)If an Event of Default has occurred and is continuing (which is known to the Trustee), the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b)Except during the continuance of an Event of Default:

(i)the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii)in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

(c)the Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i)this Section 7.01(c) does not limit the effect of Section 7.01(b);

(ii)the Trustee shall not be liable for any error of judgment made in good faith, unless it is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and

(iii)the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.06 hereof.

(d)Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to the provisions of this Article 7.

(e)The Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of the Notes, unless the Holders have offered, and if requested, provided to the Trustee indemnity or security satisfactory to the Trustee against any loss, liability or expense.

(f)The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Section 7.02. Rights of Trustee and Collateral Agents.

(a)The Trustee and the Collateral Agents may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person and upon any order or decree of a court of competent jurisdiction. The Trustee and the Collateral Agents need not investigate any fact or matter stated in the document, but the Trustee and the Collateral Agents, in their discretion, may make such further inquiry or investigation into such facts or matters as they may see fit, and, if the Trustee or the Collateral Agents shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney at the sole cost of Azul and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(b)Before the Trustee or the Collateral Agents act or refrain from acting, they may require an Officer’s Certificate or an Opinion of Counsel or both. Neither the Trustee nor the Collateral Agents shall be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee and the Collateral Agents may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel or both shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c)The Trustee and the Collateral Agents may act through their attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care.

(d)The Trustee and the Collateral Agents shall not be liable for any action they take or omit to take in good faith that they believe to be authorized or within the rights or powers conferred upon it by this Indenture.

(e)Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer shall be sufficient if signed by a Responsible Officer of the Issuer.

(f)None of the provisions of this Indenture shall require the Trustee or the Collateral Agents to expend or risk their own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers if they shall have reasonable grounds for believing that repayment of such funds or security or indemnity satisfactory to them against such risk or liability is not assured to them.

(g)Neither the Trustee nor the Collateral Agents shall be deemed to have notice of any Default or Event of Default unless (i) a Responsible Officer of the Trustee or the Collateral Agents, as applicable, has received written notice of a Default or Event of Default at the Corporate Trust Office of the Trustee or Collateral Agents, respectively, and such notice references the Notes and this Indenture; or (ii) the Trustee has actual knowledge of a Default or Event of Default under     6.02(a)(i) hereof. Neither the Trustee nor the Collateral Agents shall be responsible for knowledge of the terms and conditions of any other agreement, instrument or document other than this Indenture and the other Collateral Documents to which it is party.

(h)In no event shall the Trustee or the Collateral Agents be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee or the Collateral Agents has been advised of the likelihood of such loss or damage and regardless of the form of action.

(i)The rights, privileges, protections, immunities and benefits given to the Trustee and the Collateral Agents, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee and the Collateral Agents in each of its capacities hereunder and under the Collateral Documents, and each agent, custodian and other Person employed to act hereunder.

(j)The Trustee and the Collateral Agents may request that the Issuer and any Guarantor deliver an Officer’s Certificate (upon which the Trustee and the Collateral Agents may conclusively rely) setting forth the names of the individuals and/or titles of Responsible Officers (with specimen signatures) authorized at such times to take specific actions pursuant to this Indenture, which Officer’s Certificate may be signed by any person specified as so authorized in any certificate previously delivered and not superseded.

(k)The Trustee and the Collateral Agents shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

(l)The permissive right of the Trustee and the Collateral Agents to take or refrain from taking any actions enumerated herein shall not be construed as a duty.

(m)Neither the Trustee nor the Collateral Agents shall be bound to make any investigation into (i) the performance or observance by the Issuer or any other Person of any of the covenants, agreements or other terms or conditions set forth in this Indenture or in any related document, (ii) the occurrence of any default, or the validity, enforceability, effectiveness or genuineness of this Indenture, any related document or any other agreement, instrument or document, (iii) the creation, perfection or priority of any Lien purported to be created by this Indenture or any related document or (iv) the value or the sufficiency of any Shared Collateral.

(n)Neither the Trustee nor the Collateral Agents shall have any duty or responsibility in respect of (i) any recording, filing, or depositing of this Indenture or any other agreement or instrument, monitoring or filing any financing statement or continuation statement evidencing a security interest, the maintenance of any such recording, filing or depositing or to any re-recording, re-filing or re-depositing of any thereof, or otherwise monitoring the perfection, continuation of perfection or the sufficiency or validity of any security interest in or related to the Shared Collateral, (ii) the acquisition or maintenance of any insurance or (iii) the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Shared Collateral.

(o)Neither the Trustee nor the Collateral Agents shall be under any obligation to exercise any of the rights or powers vested in it by this Indenture or any Collateral Documents or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Holders pursuant to the provisions of this Indenture or any related document, unless such Holders shall have offered to the Trustee security, indemnity or prefunding satisfactory to the Trustee, in its sole discretion, against the losses, costs, expenses (including attorneys’ fees and expenses) and liabilities that might be incurred by the Trustee in compliance with such request, order or direction.

(p)Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Trustee hereunder, the Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuer, the servicer or any other parties to any related documents which may come into the possession of the Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact.

(q)If the Trustee requests instructions from the Issuer or the Holders with respect to any action or omission in connection with this Indenture, the Trustee shall be entitled (without incurring any liability therefor) to refrain from taking such action and continue to refrain from acting unless and until the Trustee shall have received written instructions from the Issuer or the Holders, as applicable, with respect to such request.

(r)In no event shall the Trustee or the Collateral Agents be liable for any failure or delay in the performance of its obligations under this Indenture or any related documents because of circumstances beyond the Trustee’s or the Collateral Agents’ control, including, but not limited to, a failure, termination, or suspension of a clearing house, securities depositary, settlement system or central payment system in any applicable part of the world or acts of God, flood, war (whether declared or undeclared), civil or military disturbances or hostilities, nuclear or natural catastrophes, political unrest, explosion, severe weather or accident, earthquake, terrorism, fire, riot, labor disturbances, epidemics, pandemics, strikes or work stoppages for any reason, embargo, government action, including any laws, ordinances, regulations or the like (whether domestic, federal, state, county or municipal or foreign) which delay, restrict or prohibit the providing of the services contemplated by this Indenture or any related documents, or the unavailability of communications or computer facilities, the failure of equipment or interruption of communications or computer facilities, or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility, or any other causes beyond the Trustee’s or the Collateral Agents’ control whether or not of the same class or kind as specified above; it being understood that the Trustee and the Collateral Agents shall use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

(s)The Trustee and the Collateral Agents shall not be liable for failing to comply with their respective obligations under this Indenture or any Collateral Documents, as applicable, in so far as the performance of such obligations is dependent upon the timely receipt of instructions and/or other information from any other person which are not received or not received by the time required.

(t)The Trustee and the Collateral Agents shall be fully justified in failing or refusing to take any action under this Indenture, any Collateral Documents or any other related document if such action (A) would, in the reasonable opinion of the Trustee or such Collateral Agent, as applicable, in good faith (which may be based on the advice or opinion of counsel), be contrary to applicable law, this Indenture, any Collateral Documents or any other related document, or (B) is not provided for in this Indenture, any Collateral Documents or any other related document.

(u)In each case that any Collateral Agent may, or is required hereunder or under the respective Collateral Documents to take any action, including to make any determination, exercise of discretion or judgment, to give consents, to exercise rights, powers or remedies, to release or sell Shared Collateral or otherwise to act hereunder or under the relevant Collateral Documents, such Collateral Agent may seek direction from the Trustee (who shall only deliver instructions upon receipt of written direction from the Holders of the requisite aggregate principal amount of outstanding Notes) (or, where provided in the Intercreditor Agreement, the Controlling Creditors)). No Collateral Agent shall be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction from the Trustee (acting solely pursuant to the written instructions of the Holders holding the requisite aggregate principal amount of outstanding Notes) (or, where provided in the Intercreditor Agreement, the Controlling Creditors)). If any Collateral Agent shall request direction from the Trustee or the Controlling Creditors with respect to any action, such Collateral Agent shall be entitled to refrain from such action unless and until such Collateral Agent shall have received direction from the Trustee or the Controlling Creditors, and such Collateral Agent shall not incur liability to any Person by reason of so refraining.

(v)No Collateral Agent shall be liable for any action it takes or omits to take, in good faith which it reasonably believes to be authorized or within its rights or powers; provided, however, that such Collateral Agent’s conduct does not constitute willful misconduct or gross negligence as determined ultimately by a court of competent jurisdiction.

(w)Each Collateral Agent may at any time give 90 days’ notice of its resignation and be discharged of its obligations under this Indenture and the other Secured Debt Documents to which it is a party. Upon receiving the notice of resignation from such Collateral Agent, the Parent Guarantor shall propose a successor within thirty (30) days and shall notify the Representatives of such proposed successor. Unless Representatives on behalf of the Controlling Creditors object to such proposed successor, such successor shall become the applicable Collateral Agent hereunder. If the Parent Guarantor has not proposed a successor within such 30-day period, or if an Event of Default is in effect, or if the Controlling Creditors have objected to the proposed successor within ten (10) days of such notification, the Controlling Creditors shall appoint a successor which shall become the Brazilian Collateral Agent hereunder. After a ninety (90) days period from such notice of resignation, if no successor has been appointed, such Collateral Agent shall hold the Shared Collateral in its possession as a gratuitous bailee until a successor Collateral Agent has been appointed, but shall otherwise be fully and immediately discharged of any and all responsibilities as collateral agent under this Indenture and the other Secured Debt Documents to which it is a party. The resigning Collateral Agent shall execute and deliver all documents requested by the Parent Guarantor to appoint a successor Collateral Agent and transfer the Shared Collateral to such successor.

Section 7.03. Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or any Affiliate of the Issuer with the same rights it would have if it were not Trustee. The Collateral Agents and any Agent may do the same with like rights.

Section 7.04. Trustee’s Disclaimer.

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuer’s use of the proceeds from the Notes or any money paid to the Issuer or upon the Issuer’s direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

Section 7.05. Notice of Defaults.

If a Default occurs and is continuing and if it is known to the Trustee, the Trustee shall send to Holders of Notes a notice of the Default within 90 days after it occurs. Except in the case of a Default relating to the payment of interest, additional amounts, if any, principal and premium, if any, on any Note, the Trustee may withhold from the Holders notice of any continuing Default if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes. The Trustee shall not be deemed to know of any Default unless (i) a Responsible Officer of the Trustee has received written notice of a Default or Event of Default at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture; or (ii) the Trustee has actual knowledge of a Default or Event of Default under Section 6.02(a)(i) hereof.

Section 7.06. [Reserved.]

Section 7.07. Compensation and Indemnity.

(a)The Issuer shall pay to the Trustee and Collateral Agents from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties shall agree in writing from time to time. Neither the Trustee’s nor Collateral Agents’ compensation shall be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Trustee and Collateral Agents promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s and Collateral Agents’ agents and counsel.

(b)The Issuer and the Guarantors, jointly and severally, shall indemnify the Trustee and the Collateral Agents, each of their officers, directors, employees and agents for, and hold the Trustee and Collateral Agents harmless against, any and all loss, damage, claim, liability or expense (including attorneys’ fees) incurred by it in connection with the acceptance or administration of this trust and the performance of its duties hereunder (including the costs and expenses of enforcing this Indenture against the Issuer and the Guarantors (including this Section 7.07) or defending itself against any claim whether asserted by any Holder, the Issuer or any Guarantors, or liability in connection with the acceptance, exercise or performance of any of its powers or duties hereunder). The Trustee or Collateral Agents, as applicable, shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Trustee or Collateral Agents, as applicable, to so notify the Issuer shall not relieve the Issuer of their obligations hereunder. The Issuer shall defend the claim and the Trustee and Collateral Agents may have separate counsel and the Issuer shall pay the fees and expenses of such counsel. The Issuer need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee or Collateral Agents through the Trustee’s or Collateral Agents’, respectively, own willful misconduct or gross negligence as determined ultimately by a court of competent jurisdiction.

(c)The obligations of the Issuer and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee or Collateral Agents.

(d)To secure the payment obligations of the Issuer and the Guarantors in this Section 7.07, the Trustee and the Collateral Agents shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal, interest and additional amounts, if any, on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee and the Collateral Agents.

(e)When the Trustee or Collateral Agents incurs expenses or renders services after an Event of Default specified in Section 6.02(a)(v) or Section 6.02(a)(vi) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Section 7.08. Replacement of Trustee.

(a)A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuer. The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuer in writing. The Issuer may remove the Trustee if:

(i)the Trustee fails to comply with Section 7.10 hereof;

(ii)the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(iii)a custodian or public officer takes charge of the Trustee or its property; or

(iv)the Trustee becomes incapable of acting.

(b)If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuer shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer.

(c)If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee (at the Issuer’s expense), the Issuer or the Holders of at least 10.0% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

(d)If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(e)A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall send a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided, all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuer’s obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee.

Section 7.09. Successor Trustee by Merger, Etc.

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another entity, the successor entity without any further act shall be the successor Trustee.

Section 7.10. Eligibility; Disqualification.

There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least US$50,000,000 as set forth in its most recent published annual report of condition.

ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance.

The Issuer may, at their option and at any time, elect to have either Section 8.02 or Section 8.03 hereof applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8.

Section 8.02. Legal Defeasance and Discharge.

(a)Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Note Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in this Section 8.02(a) and Section 8.02(b), and to have satisfied all its other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall execute such instruments reasonably requested by the Issuer acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

(i)the rights of Holders of Notes to receive payments in respect of the interest, additional amounts, if any, principal and premium, if any, on the Notes when such payments are due solely out of the trust created pursuant to this Indenture referred to in Section 8.04 hereof;

(ii)the Issuer’s obligations with respect to Notes concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(iii)the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’s obligations in connection therewith; and

(iv)this Article 8.

(b)Subject to compliance with this Article 8, the Issuer may exercise their option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Section 8.03. Covenant Defeasance.

Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under Section 4.02 through Section 4.24, Section 4.29 through Section 4.33, Section 4.37, Section 4.38, Section 5.01 (except for Section 5.01(a)(i) and (ii) and Section 5.01(c)), Section 13.10, Section 13.11 and Section 13.12 with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes may not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.02 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.02(a)(ii) (solely with respect to the defeased covenants listed above), Section 6.02(a)(iii) (solely with respect to the defeased covenants listed above) or Section 6.02(a)(iv) (solely with respect to the defeased covenants listed above) hereof shall not constitute Events of Default.

Section 8.04. Conditions to Legal or Covenant Defeasance.

The following shall be the conditions to the application of either Section 8.02 or Section 8.03 hereof to the outstanding Notes:

(a)the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized independent registered public accounting firm, to pay the principal of, premium, if any, interest and additional amounts, if any, on the outstanding Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be;

(b)in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that:

(i)the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or

(ii)since the date of this Indenture, there has been a change in the applicable U.S. federal income tax law,

in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that the beneficial owners of the Notes shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and shall be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(c)in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the beneficial owners of the Notes shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(d)such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Issuer is a party or by which the Issuer is bound;

(e)the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring Holders of the Notes over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others;

(f)the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with; and

(g)no Event of Default shall have occurred and be continuing either: (x) on the date of such deposit (other than an Event of Default resulting from the borrowing of funds to be applied to such deposit); or (y) insofar as the Events of Default under Section 6.02(a)(v) or Section 6.02(a)(vi) are concerned, at any time in the period ending on the 91st day after the date of deposit.

Section 8.05. Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions.

(a)Subject to Section 8.06 hereof, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer or a Guarantor acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of interest, additional amounts, if any, principal and premium, if any, on the Note, but such money need not be segregated from other funds except to the extent required by law.

(b)The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or Government Securities deposited pursuant to Section 8.04 hereof or the principal, interest and additional amounts, if any, received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

(c)Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the request of the Issuer any money or Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04 hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06. Repayment to Issuer.

Subject to applicable abandoned property law, any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the interest, additional amounts, if any, principal and premium, if any, on any Note and remaining unclaimed for two years after such interest, additional amounts, if any, principal and premium, if any, on such Note has become due and payable shall be paid to the Issuer on their request or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease.

Section 8.07. Reinstatement.

If the Trustee or Paying Agent is unable to apply any United States dollars or Government Securities in accordance with Section 8.02 or Section 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuer’s obligations under the Notes Documents shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or Section 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or Section 8.03 hereof, as the case may be; provided, however, that if the Issuer make any payment of interest, additional amounts, if any, principal and premium, if any, on any Note following the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

Section 8.08. Application of Trust Money

Subject to the provisions of Section 8.06, all money deposited with the Trustee pursuant to this Article 8 shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including either of the Issuer acting as Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the interest, additional amounts, if any, principal and premium, if any, on the Notes for whose payment such money has been deposited with or received by the Trustee; but such money need not be segregated from other funds except to the extent required by law. Money so held in trust is subject to the Trustee’s rights under Section 7.07.

ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01. Without Consent of Holders of Notes.

(a)Notwithstanding anything to the contrary in Section 9.02 hereof, the Issuer, any Guarantor (with respect to a Note Guarantee or this Indenture) and the Trustee and the Collateral Agents, subject to any restrictions in the Notes Documents, may amend or supplement this Indenture or the Notes, any other Notes Documents or the Intercreditor Agreement (including, for the avoidance of doubt, any exhibit, schedule or other attachment to any Notes Document or the Intercreditor Agreement) without the consent of any Holder and the Issuer may direct the Trustee, and the Trustee shall (upon receipt of the documents required by Section 9.06, subject to Section 9.01(b) below), enter into an amendment to this Indenture, any other Notes Documents or the Intercreditor Agreement, as applicable, to:

(i)effect the issuance of Permitted First Priority Secured Debt in accordance with the terms of the Notes Documents; or amend or supplement the Intercreditor Agreement; provided, that no such agreement shall amend, modify or otherwise directly and adversely affect the rights or duties of the Trustee under the Notes Documents without its prior written consent;

(ii)evidence the succession of another Person to the Parent Guarantor pursuant to a consolidation, merger or conveyance, transfer or lease of assets permitted under this Indenture;

(iii)surrender any right or power conferred upon any Obligor;

(iv)add to the covenants in any Notes Document, such further covenants, restrictions, conditions or provisions for the protection of the Holders of the Notes, and to add any additional Events of Default for the Notes subject to certain limitations;

(v)amend the Transaction Documents (including, for the avoidance of doubt, any exhibit, schedule or other attachment to any Collateral Document) save for the Cayman Equitable Share Mortgages, by an agreement in writing entered into by the relevant Obligor and the Trustee or the relevant Collateral Agent, as applicable, to (x) cure any ambiguity, omission, mistake, defect or inconsistency, (y) effect administrative changes of a technical or immaterial nature and (z) correct or cure any incorrect cross references or similar inaccuracies and such amendment shall be deemed approved by the Holders if the Holders shall have received at least five (5) Business Days’ prior written notice of such change and the Trustee shall not have received, within five (5) Business Days of the date of such notice to the Holders, a written notice from the Requisite Noteholders stating that the Requisite Noteholders object to such amendment;

(vi)convey, transfer, assign, mortgage or pledge any property to or with the Trustee or any Collateral Agent or to make such other provisions in regard to matters or questions arising under the Transaction Documents as shall not adversely affect the interests of any Holders;

(vii)modify or amend the Notes Documents in such a manner as to permit the qualification of this Indenture or any supplemental Indenture under the Trust Indenture Act as then in effect;

(viii)add to or change any provisions of this Indenture to such extent as necessary to permit or facilitate the issuance of the Notes in bearer or uncertificated form, provided that any such action shall not adversely affect the interests of the Holders of Notes in any material respect;

(ix)amend this Indenture (including the terms of the Note Guarantees), the Collateral Documents and any other Notes Document (A) to effect the granting, perfection, protection, expansion or enhancement of any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable requirements of law, (B) as required by local law or advice of counsel to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable requirements of law, or (C) to cause such Note Guarantee, collateral or security document or other document to be consistent with this Indenture, the other Notes Documents or the Collateral Documents, as applicable;

(x)provide additional guarantees for the Notes;

(xi)evidence the release of Liens in favor of the Trustee, any Collateral Agent or any Secured Party in the Shared Collateral in accordance with the terms of the Notes Documents;

(xii)evidence and provide for the acceptance of appointment of a separate or successor Trustee or Collateral Agent and to add to or change any of the provisions of the Notes Documents as shall be necessary to provide for or facilitate the administration of the Notes Documents by more than one Trustee or Collateral Agent; or

(xiii)conform the text of any Transaction Document or Note Guarantee to any provision of the sections “Description of Notes”, “Description of Certain Material Transaction Agreements,” or the “Description of Collateral” in the Offering Memorandum to the extent that any such provision in the Offering Memorandum was intended to be a verbatim recitation of a provision of the relevant Transaction Documents or Note Guarantee, as set forth in an Officer’s Certificate delivered to the Trustee.

(b)Upon the request of the Issuer and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a Guarantor under this Indenture upon (i) execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture and (ii) delivery of an Officer’s Certificate complying with the provisions of Section 9.06, Section 12.04 and Section 12.05 hereof.

Section 9.02. With Consent of Holders of Notes.

(a)Except as otherwise provided in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture and any other Notes Document with the consent of the Requisite Noteholders voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.10 and Section 2.11 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02.

(b)Upon the request of the Issuer and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee and Collateral Agent, if applicable, of the documents described in Section 9.06 hereof, the Trustee shall join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture or amendment or supplement to the Collateral Documents unless such amended or supplemental indenture or amendment or supplement to any Collateral Document affects the Trustee’s own rights, duties or immunities under this Indenture, any Collateral Document, or otherwise, in which case the Trustee, may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture or amendment or supplement to any Collateral Document.

(c)It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver. It shall be sufficient if such consent approves the substance of the proposed amendment or supplement. A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with a tender of such Holder’s Notes will not be rendered invalid by such tender.

(d)After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. The failure to give such notice to all the Holders, or any defect in the notice will not impair or affect the validity of any such amendment, supplement or waiver. Furthermore, by its acceptance of the Notes, each Holder of the Notes is deemed to have consented to the terms of the Intercreditor Agreement, the Collateral Documents and to have authorized and directed each of the Trustee and Collateral Agent to execute, deliver and perform each of the Intercreditor Agreement and Collateral Documents to which it is a party, binding the Holders to the terms thereof.

(e)Except as provided in Section 9.01, no modification, amendment or waiver of any provision of this Indenture or any Collateral Document (other than any Account Control Agreement), and no consent to any departure by any Obligor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Requisite Noteholders (or signed by the Trustee with the written consent of the Requisite Noteholders); and, with respect to any Collateral Document, subject to the restrictions contained therein, provided that no such modification, amendment or supplement shall without the prior written consent of:

(i)each Holder directly and adversely affected thereby, (A) reduce the principal amount of, premium, if any, interest or additional amounts, if any, on, or (B) extend the Stated Maturity or interest payment periods, of the Notes (C) modify such Holder’s ability to vote its obligations pursuant to the Intercreditor Agreement; (D) alter the provisions with respect to the redemption or required repurchase of the Notes (other than with respect to a Parent Change of Control Offer), (E) waive a Default or Event of Default in the payment of principal of or premium with respect to the Notes, if any, or interest on, or additional amounts, if any, with respect to the Notes, (F) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of the Notes to receive payments of principal of or premium, if any, or interest on, or additional amounts, if any, with respect to the Notes, or (G) change the ranking of the Notes or any Note Guarantees in a manner that adversely affects the rights of the Holders of the Notes;

(ii)all of the Holders, (A) amend or modify any provision of this Indenture which provides for the unanimous consent or approval of the Holders to reduce the percentage of principal amount of Notes of the Holders required thereunder; or (B) release the Liens granted to the Collateral Agent or the Trustee under any Notes Document (other than as permitted under any Notes Document);

(iii)all of the Holders, except as referred to under Article 8, release the Note Guarantees;

(iv)the Holders holding no less than 66.67% of the outstanding principal amount of the Notes, (A) release any of the Shared Collateral (other than as otherwise permitted under this Indenture or the Collateral Documents), (B) amend, modify or waive any provision of Section 4.22 or (C) effect any shortening or subordination of term or reduction in fees or liquidated damages under any IP License (except as permitted under the Intercreditor Agreement following a Designated Default Event);

(v)the Requisite Noteholders, make the Notes of such holder payable in money or securities other than that as stated in the Notes;

(vi)the Requisite Noteholders, impair the right of such holder to institute suit for the enforcement of any payment with respect to the Notes;

(vii)all Holders, reduce the percentage specified in the definition of “Requisite Noteholders” in respect of the Notes; and

(viii)all Holders, modify any of the foregoing Section 9.02(e)(i) through (vii).

Section 9.03. [Reserved].

Section 9.04. Revocation and Effect of Consents.

(a)Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

(b)The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement or waiver. If a record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only such Persons, shall be entitled to consent to such amendment, supplement, or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date unless the consent of the requisite number of Holders has been obtained.

Section 9.05. Notation on or Exchange of Notes.

(a)The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Issuer in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.

(b)Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

Section 9.06. Trustee to Sign Amendments, Etc.

The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. In executing any amendment, supplement or waiver, the Trustee shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 12.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and an Opinion of Counsel stating that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, and complies with the provisions hereof. Notwithstanding the foregoing and upon satisfaction of the requirements set forth in the last sentence of Section 9.01 hereof, no Opinion of Counsel shall be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

ARTICLE 10

GUARANTEES

Section 10.01. Guarantee.

(a)Subject to this Article 10, each of the Guarantors hereby, jointly and severally irrevocably and unconditionally guarantees (the “Note Guarantees”), to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee, the Collateral Agents, and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, the due and punctual payment of the unpaid principal and interest on (including additional amounts, if any, defaulted interest, if any, and interest accruing after the Stated Maturity of after the filing of any petition of bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Issuer, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) each Note, whether at the Stated Maturity, upon redemption, upon required prepayment, upon acceleration, upon required repurchase at the option of the holder or otherwise according to the terms thereof and of this Indenture and all other obligations of the Issuer to the Holders, the Trustee or the Collateral Agents hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Any indebtedness owed by a Guarantor to any Obligor are subordinated in right of payment to the Note Guarantees.

(b)The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture or the Collateral Documents, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to or any amendment of any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that this Note Guarantee shall not be discharged except pursuant to Article 8 or Article 10 or by complete performance of the obligations contained in the Notes and this Indenture.

(c)If any Holder, the Trustee or either Collateral Agent is required by any court or otherwise to return to the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid either to the Trustee, the Collateral Agents or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

(d)Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders, the Trustee and the Collateral Agent, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantees.

(e)Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer or any of the Guarantors for liquidation or reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

(f)The payment obligations of the Guarantors under their respective Note Guarantees will be direct senior obligations of the relevant Guarantor, ranking equally with all of such Guarantor’s other unsubordinated obligations (except those obligations preferred by operation of law, including labor and tax claims).

(g)Each Brazilian Guarantor unconditionally and irrevocably waives any and all benefits set forth under Articles 333 (sole paragraph), 364, 366, 368, 821, 827, 829 (sole paragraph), 830, 834, 835, 837, 838 and 839 of the Brazilian Civil Code (Brazilian Law No. 10,406, of January 10, 2002, as amended) and Articles 130, 131 and 794 of the Brazilian Civil Procedure Code (Brazilian Law No. 13,105, of March 16, 2015, as amended).

Section 10.02. Limitation on Guarantor Liability.

Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 10, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law or to comply with corporate benefit, financial assistance and other laws.

Section 10.03. Execution and Delivery.

(a)To evidence its Note Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture shall be executed on behalf of such Guarantor by one of its Responsible Officers.

(b)Each Guarantor hereby agrees that its Note Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Note Guarantee on the Notes.

(c)If a Responsible Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Note Guarantee shall be valid nevertheless.

(d)The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the Guarantors.

Section 10.04. Benefits Acknowledged.

Each Guarantor acknowledges that it shall receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the guarantee and waivers made by it pursuant to its Note Guarantee are knowingly made in contemplation of such benefits.

Section 10.05. Release of Note Guarantees.

A Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Issuer or the Trustee is required for the release of such Guarantor’s Note Guarantee, upon the Issuer’s exercising their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the satisfaction and discharge of the Issuer’s obligations under this Indenture in accordance with the terms of this Indenture, so long as (i) no Event of Default shall have occurred and be continuing or shall result therefrom, (ii) the Issuer shall have delivered to the Trustee a certificate of a Responsible Officer certifying that such conditions to the release of such Note Guarantee have been satisfied together with such information relating thereto as the Trustee may reasonably request and (iii) the Trustee shall execute and deliver, at the Issuer’s expense, such documents as the Issuer or Guarantor may reasonably request and prepare to evidence the release of the Note Guarantee of such Guarantor provided herein.

Section 10.06. Alternative Place of Payment.

The Requisite Noteholders may (but shall have no obligation to), at their sole discretion, direct the Trustee to demand that payments due by any Brazilian Guarantor pursuant to this Indenture be made in the City of São Paulo, State of São Paulo, Brazil, in Brazilian reais, in which case (i) such payments will be made by such Brazilian Guarantors into the BRL Payment Account, (ii) the City of São Paulo, State of São Paulo, Brazil, will be deemed to be the place of such payment for all purposes under applicable law, and (iii) the Dollar amount of such payment shall be converted into Brazilian Reais using the Dollar to Reais sell exchange rate published by the Central Bank of Brazil on the Business Day immediately preceding the applicable payment date on its exchange rate website (https://www.bcb.gov.br/en##!/n/EXCHANGERATES), menu “Quotations and bulletins,” option “Closing quotations of all currencies on a certain date,” currency “United States Dol,” USD, code line 220, column “Rate/Offer” (or any successor screen established by the Central Bank of Brazil); provided that the Trustee shall provide at least five (5) Business Days’ written notice thereof to the Brazilian Guarantors and the Paying Agent prior to the relevant Payment Date, and the Trustee shall advise the Paying Agent of the Dollar amount of such payment and the date of receipt. Without limiting the foregoing rights of the Requisite Noteholders to direct the Trustee to demand payment in Brazil, any payment received hereunder must be in Dollars, and the Trustee shall provide for any conversion to Dollars of the amount so paid in accordance with normal banking procedures, as applicable.

ARTICLE 11

SATISFACTION AND DISCHARGE

Section 11.01. Satisfaction and Discharge.

This Indenture and the Collateral Documents shall be discharged and shall cease to be of further effect as to all Notes, when:

(a)either

(i)all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or

(ii)all Notes not theretofore delivered to the Trustee for cancellation have become due and payable, shall become due and payable at their maturity within one year or are to be called for redemption within one year, and, at the expense of the Issuer, the Issuer or any Guarantor have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities or a combination thereof, in such amounts sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, accrued interest, if any, and additional amounts, if any, to the date of such deposit (in the case of Notes which have become due and payable) or to the final maturity date or redemption date, as the case may be;

(b)the Issuer have paid or caused to be paid all sums payable by it under this Indenture; and

(c)the Issuer have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.

In addition, the Issuer must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Notwithstanding the satisfaction and discharge of this Indenture, the provisions of Section 7.07 hereof shall survive and, if money shall have been deposited with the Trustee pursuant to subclause (i) of clause (a) of this Section 11.01, the provisions of Section 11.02 and Section 8.06 hereof shall survive.

Section 11.02. Application of Trust Money.

(a)Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 11.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as their own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the interest, additional amounts, if any, principal and premium, if any on the Notes for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

(b)If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 11.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof; provided, that if the Issuer have made any payment of interest, additional amounts, if any, principal and premium, if any, on any Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

ARTICLE 12

MISCELLANEOUS

Section 12.01. [Reserved].

Section 12.02. Notices.

(a)Any notice or communication shall be in writing and delivered in person or mailed by first-class mail (registered or certified, return receipt requested), fax or other electronic transmission or overnight air courier guaranteeing next day delivery addressed as follows:

If to the Issuer and/or any Guarantor:

Edifício Jatobá, 8th floor, Castelo Branco Office Park

Avenida Marcos Penteado de Ulhôa Rodrigues, 939

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

Fax: +55 11 4134-9890

Attention: Raphael Linares Felippe

Email: raphael.linares@voeazul.com.br

in respect of IP Co and IP HoldCo, with a copy to:

c/o the offices of Walkers Fiduciary Limited

190 Elgin Avenue

George Town

Grand Cayman KY1-9008

Cayman Islands

Attention: The Directors

Email: fiduciary@walkersglobal.com

If to the Trustee or the U.S. Collateral Agent:

UMB Bank, National Association

5910 N Central Expressway, Suite 1900

Dallas, Texas 75206

United States of America

Attention: Corporate Trust and Escrow Services

If to the Brazilian Collateral Agent:

TMF Brasil Administração a Gestão de Ativos Ltda.

Avenida Marcos Penteado de Ulhoa Rodrigues, 939

Tower I, 10th floor, room 3, Jacarandá Building 05422-001

Brazil

Telephone: +55 11 3411-0602

Email: leone.azevedo@tmf-group.com; lesli.gonzalez@tmf-group.com; Wagner.Castilho@tmf-group.com; diogo.malheiros@tmf-group.com; CTS.Brazil@tmf-group.com

Attention: Leone Azevedo; Lesli Gonzalez; Wagner Castilho; Diogo Malheiros; Corporate Trust Services

The Issuer, any Guarantor, the Trustee or the Collateral Agents, by notice to the others, may designate additional or different addresses for subsequent notices or communications.

(b)The Issuer or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.

(c)Any notice or communication mailed to a Holder shall be mailed to the Holder at the Holder’s address as it appears on the registration books of the Registrar and shall be sufficiently given if so mailed within the time prescribed.

(d)Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it.

(e)Notwithstanding any other provision of this Indenture or any Note, where this Indenture or any Note provides for notice of any event (including any notice of redemption or purchase) to a Holder of a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Notes Depositary pursuant to the standing instructions from the Notes Depositary.

(f)If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

(g)If the Issuer mail a notice or communication to Holders, they shall mail a copy to the Trustee, the Collateral Agents and each Agent at the same time.

(h)The Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods. If the Issuer, any Guarantor or any Holder elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding if such instructions conflict or are inconsistent with a subsequent written instruction. The party providing electronic instructions agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.

Section 12.03. [Reserved].

Section 12.04. Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Issuer or any of the Guarantors to the Trustee to take or refrain from taking any action under this Indenture, the Issuer or such Guarantor, as the case may be, shall furnish to the Trustee:

(a)An Officer’s Certificate in form and substance satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

(b)An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied.

Section 12.05. Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to Section 4.17 hereof) shall include:

(a)a statement that the individual making such certificate or opinion has read such covenant or condition;

(b)a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c)a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with (and, in the case of an Opinion of Counsel, may be limited to reliance on an Officer’s Certificate as to matters of fact); and

(d)a statement as to whether or not, in the opinion of such individual, such condition or covenant has been complied with; provided, that with respect to matters of fact, an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials.

Section 12.06. Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

Section 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders.

No past, present or future director, officer, employee, incorporator, member, partner or stockholder of Azul or any Guarantor or any of their direct or indirect parent companies shall have any liability for any obligations of the Issuer or the Guarantors under the Notes, the Note Guarantees or this Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

Section 12.08. Governing Law.

THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 12.09. Waiver of Jury Trial.

THE ISSUER, THE GUARANTORS, THE TRUSTEE, THE COLLATERAL AGENTS AND EACH HOLDER OF A NOTE BY ITS ACCEPTANCE THEREOF HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 12.10. No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Issuer or Guarantors or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 12.11. Successors.

All agreements of the Issuer and the Guarantors in this Indenture and the Notes shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors. All agreements of each Guarantor in this Indenture shall bind its successors.

Section 12.12. Severability.

In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 12.13. Counterpart Originals.

The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent one and the same agreement. The exchange of copies of this Indenture and of signature pages by facsimile, PDF or other electronic transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture and signature pages for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. The words “execution,” “signed,” “signature,” and words of like import in this Indenture or any related document shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Neither the Trustee nor the Collateral Agents shall have a duty to inquire into or investigate the authenticity or authorization of any electronic signature and both shall be entitled to conclusively rely on any electronic signature without any liability with respect thereto.

Section 12.14. Table of Contents, Headings, Etc.

The Table of Contents and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

Section 12.15. U.S.A. PATRIOT Act.

The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. PATRIOT Act, the Trustee and Collateral Agents are required to obtain, verify and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee or Collateral Agents. The parties to this Indenture agree that they will provide the Trustee and Collateral Agents with such information as the Trustee or Collateral Agents may reasonably request in order for the Trustee and Collateral Agents to satisfy the requirements of the U.S.A. PATRIOT Act.

Section 12.16. Jurisdiction.

(a)The Issuer and each Guarantor agree that any suit, action or proceeding against the Issuer or any Guarantor brought by any Holder, the Trustee or the Collateral Agents arising out of or based upon this Indenture, the Note Guarantees or the Notes may be instituted in any state or Federal court in the Borough of Manhattan, New York, New York, and any appellate court from any thereof, and each of them irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Issuer and each Guarantor irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Indenture, the Note Guarantees or the Notes, including such actions, suits or proceedings relating to securities laws of the United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Issuer and each Guarantor agree that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer or the Guarantors, as the case may be, and may be enforced in any court to the jurisdiction of which the Issuer or the Guarantors, as the case may be, are subject by a suit upon such judgment.

(b)The Obligors irrevocably appoint Cogency Global Inc., located 122 East 42nd Street, 18th Floor, New York, NY 10168, as their authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agree that service of process upon such authorized agent, and written notice of such service to the Obligors by the person serving the same to the address provided in Section 12.02, shall be deemed in every respect effective service of process upon the Obligors in any such suit or proceeding. The Obligors hereby represent and warrant that such authorized agent has accepted such appointment and has agreed to act as such authorized agent for service of process. The Obligors further agree to take any and all reasonable action as may be necessary to maintain such designation and appointment of such authorized agent in full force and effect for the term of the Notes issued pursuant to this Indenture. If for any reason such Person shall cease to be such agent for service of process, each of the Obligors shall forthwith appoint a new agent of recognized standing for service of process in the State of New York and deliver to the Trustee a copy of the new agent’s acceptance of that appointment within 30 days.

(c)The Brazilian Collateral Agent, at the cost and expense of the Obligors, irrevocably appoints Cogency Global Inc., located 122 East 42nd Street, 18th Floor, New York, NY 10168, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agree that service of process upon such authorized agent, and written notice of such service to the Brazilian Collateral Agent by the person serving the same to the address provided in Section 12.02, shall be deemed in every respect effective service of process upon the Obligors in any such suit or proceeding. The Brazilian Collateral Agent hereby represents and warrants that such authorized agent has accepted such appointment and has agreed to act as such authorized agent for service of process. The Brazilian Collateral Agent further agrees to take any and all reasonable action as may be necessary to maintain such designation and appointment of such authorized agent in full force and effect for the term of the Notes issued pursuant to this Indenture. If for any reason such Person shall cease to be such agent for service of process, the Brazilian Collateral Agent shall forthwith appoint, at the cost and expense of the Obligors, a new agent of recognized standing for service of process in the State of New York and deliver to the Trustee a copy of the new agent’s acceptance of that appointment within 30 days.

Section 12.17. Legal Holidays.

In any case where any Notes Interest Payment Date or redemption date or Stated Maturity of any Note shall not be a Business Day, then (notwithstanding any other provision of this Indenture or of the Notes) payment of interest, additional amounts, if any, or principal need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Notes Interest Payment Date or redemption date or Stated Maturity; provided that no interest shall accrue for the period from and after such Notes Interest Payment Date or redemption date or Stated Maturity, as the case may be on account of such delay.

Section 12.18. Currency Indemnity.

Dollars are the sole currency (the “Required Currency”) of account and payment for all sums payable by the Issuer or any Guarantor under or in connection with the Notes, this Indenture and the Note Guarantees, including damages. Any amount with respect to the Notes, this Indenture the Note Guarantees or the other Notes Documents received or recovered in a currency other than the Required Currency, whether as a result of, or the enforcement of, a judgment or order of a court of any jurisdiction, in the winding-up or dissolution of the Issuer or any Guarantor or otherwise by any Holder or by the Trustee or Paying Agent or Collateral Agent, in respect of any sum expressed to be due to it from the Issuer or any Guarantor will only constitute a discharge to the Issuer or any Guarantor to the extent of the Required Currency amount which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so).

If the Required Currency amount is less than the Required Currency amount expressed to be due to the recipient or the Trustee or Paying Agent or Collateral Agents under the Notes, the Issuer and each Guarantor will indemnify such recipient and/or the Trustee or Paying Agent or Collateral Agents against any loss sustained by it as a result. In any event, the Issuer and each Guarantor will indemnify the recipient against the cost of making any such purchase. For the purposes of this currency indemnity provision, it will be prima facie evidence of the matter stated therein, for the Holder of a Note or the Trustee or Paying Agent or Collateral Agents to certify in a manner satisfactory to the Issuer (indicating the sources of information used) the loss it incurred in making any such purchase. These indemnities constitute a separate and independent obligation from the Issuer’s and each Guarantor’s other obligations, will give rise to a separate and independent cause of action, will apply irrespective of any waiver granted by any Holder of a Note or the Trustee or Paying Agent or Collateral Agents (other than a waiver of the indemnities set out herein) and will continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Note or to the Trustee or Collateral Agents. For the purposes of determining the amount in a currency other than the Required Currency, such amount shall be determined using the Exchange Rate then in effect.

Section 12.19. Waiver of Immunity.

With respect to any proceeding, each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in any court of competent jurisdiction, and with respect to any judgment, each party waives any such immunity in any court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such proceeding or judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended.

ARTICLE 13

COLLATERAL

Section 13.01. Collateral Documents.

(a)The Notes and the Note Guarantees are Notes Secured Obligations secured by the Shared Collateral (subject to Permitted Collateral Liens), and have the right to receive payments from such Shared Collateral, including the proceeds of any enforcement of Shared Collateral, or any guarantees of any Series of Secured Debt (including the Note Guarantees), on a “first out” basis prior to payment on the Second Out Notes, subject to the provisions of the Intercreditor Agreement.

(b)The due and punctual payment of the interest, additional amounts, if any, principal and premium, if any, on the Notes and Note Guarantees when and as the same shall be due and payable, whether on a Payment Date, at maturity, by acceleration, repurchase, redemption, prepayment or otherwise, and interest and additional amounts, if any, on the overdue principal of and interest and additional amounts, if any, on the Notes and Note Guarantees and performance of all other Obligations of the Issuer and the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreement and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the Intercreditor Agreement. The Trustee, the Collateral Agents, the Issuer and the Guarantors hereby acknowledge and agree that the Collateral Agents hold the Shared Collateral in trust for the benefit of the Notes Secured Parties pursuant to the terms of the Collateral Documents and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees to (A) the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Shared Collateral) and the Intercreditor Agreement as each may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreement , and authorizes and directs the Trustee, Collateral Agents and the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreement, and (B) the appointment of UMB Bank, N.A., a national banking association, as U.S. Collateral

Agent, and TMF Brasil Administração e Gestão de Ativos Ltda.as Brazilian Collateral Agent under this Indenture, and authorizes and directs each of the Collateral Agents and the Trustee to perform its respective obligations and exercise its respective rights under and in accordance with the Collateral Documents and the Intercreditor Agreement to which it is a party. The Collateral Agents shall take instructions and directions from the Trustee (acting solely pursuant to the written instructions of the Holders of a majority (or such greater percentage as shall be required by this Indenture) in aggregate principal amount of the outstanding Notes) (or, where required to the Intercreditor Agreement, the Controlling Creditors)) pursuant to, and solely to the extent set forth in, this Indenture and the relevant Collateral Document, and no implied duties and covenants shall be deemed to arise against such Collateral Agent. The Issuer and the Guarantors shall deliver to the Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents and will do or cause to be done all such acts and things as required by the next sentence of this Section 13.01, to assure and confirm to the Collateral Agents a “first out” security interest in the Shared Collateral in accordance with the terms of the Intercreditor Agreement by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed.

(c)The Obligors shall, in each case at their own expense, (A) promptly execute and deliver to the Collateral Agents such Collateral Documents and take such actions to create, grant, establish, preserve and perfect the applicable Liens (subject to Permitted Collateral Liens) (including to obtain any release or termination of Liens not permitted under Section 4.13 and made all necessary filings) in favor of the applicable Collateral Agent for the benefit of the Secured Parties on such assets of the Issuer or such other Obligor, as applicable, to secure the Obligations to the extent required under the applicable Collateral Documents, and to ensure that such Shared Collateral shall be subject to no other Liens other than any Permitted Collateral Liens and (B) if reasonably requested by the Trustee or any Collateral Agent, deliver to the Trustee, for the benefit of the Trustee, the Holders of the outstanding Notes from time to time (the “Notes Secured Parties”) and the Collateral Agents, a customary written Opinion of Counsel to the Issuer or such other Obligor, as applicable, with respect to the matters described in clause (A) hereof, in each case within 20 Business Days after the addition of such Shared Collateral.

(d)To the extent the Shared Collateral is not sufficient to repay the Notes and the other Secured Obligations in accordance with the terms of the Intercreditor Agreement, the Holders of the Notes will participate ratably with all other general creditors of Obligors based upon the respective amounts owed to each holder or creditor, in the remaining unencumbered assets of Obligors.

Section 13.02. Non-Impairment of Liens.

Any release of Shared Collateral permitted by Section 13.03 will be deemed not to impair the Liens under this Indenture and the other Collateral Documents in contravention thereof.

Section 13.03. Release of Collateral.

(a) The Liens granted to the relevant Collateral Agent by the relevant Obligors on any Shared Collateral shall be automatically and unconditionally released with respect to the Notes and the Note Guarantees:

(i)upon the sale or other disposition of such Shared Collateral (including as part of or in connection with any other sale or other disposition permitted under this Indenture) to any Person (other than an Obligor) to the extent such sale or other disposition is made in compliance with the terms of the Secured Debt Documents and the Collateral Documents (and any Collateral Agent shall, without further inquiry, rely conclusively on an Officer’s Certificate and/or Opinion of Counsel to that effect provided to it by the Issuer and other Obligor, including upon its reasonable request);

(ii)to the extent such Shared Collateral is comprised of property leased to an Issuer or another Obligor, upon termination or expiration of such lease;

(iii)if the release of such Lien is approved, authorized or ratified in writing by all Secured Debt Representatives under the Intercreditor Agreement; or

(iv)as required to effect any sale or other disposition of Shared Collateral in connection with any exercise of remedies of any Collateral Agent pursuant to the Collateral Documents.

Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Issuer and the other Obligors in respect of) all interests retained by the Issuer and the other Obligors, including the proceeds of any sale, all of which shall continue to constitute part of the Shared Collateral, as applicable, except to the extent otherwise released in accordance with the provisions of this Indenture or the Collateral Documents.

Section 13.04. Release upon Termination of the Issuer’s Obligations.

Upon any discharge of Secured Obligations with respect to any Series of Secured Debt, then (i) the application of the provisions of the Intercreditor Agreement to such discharged Series of Secured Debt shall automatically cease, (ii) such discharged Series of Secured Debt shall automatically no longer be secured by the Liens granted in favor of the relevant Collateral Agent and (iii) the applicable Collateral Agent, at the request and sole expense of the Grantors, shall, upon its receipt of the deliverables required by the Intercreditor Agreement, execute and deliver to the Grantors all releases or other documents reasonably necessary or desirable to evidence the foregoing.

Section 13.05. Suits to Protect the Collateral.

(a)Subject to the provisions of the Collateral Documents and the Intercreditor Agreement, the Trustee, without the consent of the Holders, on behalf of the Holders, may or may direct the Collateral Agents to take all actions it determines in order to:

(i)enforce any of the terms of the Collateral Documents; and

(ii)collect and receive any and all amounts payable in respect of the Obligations hereunder.

(b)Subject to the provisions of the Collateral Documents and the Intercreditor Agreement, the Trustee and the Collateral Agents shall have power to institute and to maintain such suits and proceedings as the Trustee may determine to prevent any impairment of the Shared Collateral by any acts which may be unlawful or in violation of any of the Collateral Documents or this Indenture, and such suits and proceedings as the Trustee and/or the Collateral Agent may determine to preserve or protect its interests and the interests of the Holders in the Shared Collateral. Nothing in this Section 13.05 shall be considered to impose any such duty or obligation to act on the part of the Trustee or the Collateral Agents.

Section 13.06. Authorization of Receipt of Funds by the Trustee Under the Collateral Documents.

Subject to the provisions of the Collateral Documents and the Intercreditor Agreement, the Trustee is authorized to receive any funds for the benefit of the Holders distributed under the Collateral Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture.

Section 13.07. Lien Sharing and Priority Confirmation.

Each Holder hereby agrees that each Holder is bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of First Priority Secured Obligations and the order of application of proceeds from enforcement of First Priority Secured Obligations; and each Holder consents to the terms of the Intercreditor Agreement and the Collateral Agents’ performance of, and directing the Collateral Agents to enter into and perform its obligations under, the Intercreditor Agreement and the other Notes Documents.

Section 13.08. Limited Recourse; Non-Petition.

Notwithstanding any other provision of this Indenture or any other document to which it may be a party, the obligations of each IP Party from time to time and at any time under any Notes are limited recourse obligations of such IP Party and are payable solely from the Shared Collateral thereof available at such time and amounts derived therefrom and following realization of the Shared Collateral of such IP Party, and application of the proceeds (including proceeds of assets upon which a Lien was purported to be granted) thereof in accordance with this Indenture and the other Collateral Documents, all obligations of and any remaining claims against such IP Party hereunder or in connection herewith after such realization shall be extinguished and shall not thereafter revive. No recourse shall be had against any officer, director, employee, shareholder, administrator, or incorporator of the IP Parties, their respective Affiliates or their respective successors or assigns for any amounts payable under the Notes, this Indenture or the Collateral Documents (except as otherwise provided in any such Collateral Document).

Notwithstanding any other provision of this Indenture, no Person may, prior to the date which is one year (or if longer, any applicable preference period) and one day after the payment in full of all Notes, institute against, or join any other Person in instituting against, any IP Party any bankruptcy, winding up, reorganization, restructuring, insolvency, moratorium or liquidation (including provisional liquidation) proceedings, or other proceedings under any Bankruptcy Laws. Nothing in this Section 13.08 shall preclude, or be deemed to estop, the parties hereto (i) from taking any action prior to the expiration of the aforementioned period in (A) any proceedings under any Bankruptcy Laws filed or commenced by any non-affiliated Person, or (ii) from commencing against any IP Party or any of their respective property any legal action which is not a bankruptcy, winding up, reorganization, restructuring, insolvency, moratorium, liquidation (including provisional liquidation) or other such proceeding. It is understood that the foregoing provisions of this Section shall not (x) prevent recourse to the assets of the IP Parties (including the Shared Collateral) or (y) constitute a waiver, release or discharge of any Indebtedness or obligation secured hereby until all assets of the IP Parties (including the Shared Collateral) have been realized. It is further understood that the foregoing provisions of this Section 13.08 shall not limit the right of any Person to name any IP Party as a party defendant in any proceeding or in the exercise of any other remedy hereunder, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against any such Persons. The provisions of this section 13.08 shall survive the termination of this Indenture.

Section 13.09. Possession of Collateral.

(a)So long as the Notes have not been accelerated, and otherwise subject to the terms of the Intercreditor Agreement, the Issuer and Guarantors are entitled to remain in possession and retain exclusive control over the Shared Collateral (other than as set forth in the Collateral Documents), and to collect, invest and dispose of any income thereon. Upon acceleration of any Notes, unless such acceleration has been rescinded as provided under Section 6.04 to the extent permitted by law and following notice by the Trustee to the Issuer and the other Obligors in accordance with the Intercreditor Agreement and this Indenture, the relevant Collateral Agent may (and if so instructed, shall) enforce rights and remedies against the Shared Collateral, including foreclosing upon the Shared Collateral or any part thereof in accordance with and subject to the terms of the Collateral Documents and the Intercreditor Agreement (which may require the instruction of the Controlling Creditors in certain circumstances).

Section 13.10. Further Assurances.

(a)In each case, subject to the terms, conditions and limitations of this Indenture and the Collateral Documents, the Issuer and other Obligors shall execute any and all further documents and instruments, and take all further actions, that may be required under applicable law or that any Collateral Agent may reasonably request, in order to create, grant, establish, preserve, protect and perfect the validity, perfection and priority of the Liens and security interests created or intended to be created by the Collateral Documents (including with respect to any Additional Collateral), in each case to the extent required under this Indenture, the Collateral Documents or the Intercreditor Agreement.

(b)Promptly after the date upon which it is permissible to contribute any Specified IP, the applicable Contributing Parties and the IP Parties shall, if such Specified IP is not contributed pursuant to an existing Contribution Agreement, execute and deliver one or more Contribution Agreements together with all further documents and instruments that may be required, and take all further actions that may be required under applicable law or that the U.S. Collateral Agent may reasonably request, to contribute all of such Contributing Parties’ right, title and interest in and to such Specified IP to IP Co, and shall promptly provide the Trustee and the U.S. Collateral Agent copies of any such documents.

(c)Each of the Contributing Parties covenants and agrees to perform and comply with its obligations under the Contribution Agreements, including, without limitation, its obligation to contribute, transfer or assign later developed or acquired Contributed Intellectual Property, subject to the terms of the Contribution Agreements.

Section 13.11. Additional Collateral.

(a)The Obligors or any Subsidiary of the Parent Guarantor (i) shall grant Liens on Additional Collateral to the extent required pursuant to the terms of this Indenture, and (ii) shall, in their sole or absolute discretion, be permitted to grant Liens on other assets of the Parent Guarantor or any of its Subsidiaries, in each case to secure the Notes and the Note Guarantees and any other Indebtedness that is secured by the Shared Collateral as permitted by Section 4.10; provided that, if a Subsidiary of the Parent Guarantor grants Liens on Additional Collateral or any of its assets, such Subsidiary shall promptly become a Guarantor and a guarantor of each other Series of Secured Debt in accordance with the terms of the applicable Secured Debt Document. If the Obligors grant any Additional Collateral (other than Non-Shared Collateral) to secure such other Indebtedness that is secured by the Shared Collateral, such Additional Collateral shall also secure the Notes and the Note Guarantees on the same basis as the Shared Collateral securing the Notes and the Note Guarantees on the Closing Date pursuant to the terms of the Intercreditor Agreement.

(b)If the Parent Guarantor or any of its Subsidiaries creates or permits to subsist any intercompany Indebtedness between (i) the Parent Guarantor and any of its Subsidiaries that is not an Obligor, or (ii) between Subsidiaries of the Parent Guarantor where one such Subsidiary is not an Obligor, under which, in respect of any such Indebtedness (taken individually) is of an aggregate principal amount in excess of US$20.0 million, then the Parent Guarantor or the relevant Subsidiary shall be required to grant promptly, and in any event within 30 calendar days, a Lien over the receivables under such intercompany Indebtedness, which Lien shall form part of the Shared Collateral (“Additional Intercompany Indebtedness Collateral”).

Section 13.12. Additional Collateral in Connection with a Permitted Acquisition Loyalty Program or a Permitted Acquisition Travel Package Business.

(a)The Obligors shall be required to grant Additional Collateral to secure the Notes and the Note Guarantees and any other Indebtedness that is secured by the Shared Collateral as permitted by Section 4.10 in connection with a Permitted Acquisition Loyalty Program or a Permitted Acquisition Travel Package Business as provided in this Section 13.12.

(b)Prior to, or no later than 120 days following, the consummation of the merger or other acquisition transaction by the Parent Guarantor or any of its Subsidiaries (other than an IP Party) of a Specified Acquisition Entity (the “Permitted Acquisition Closing Date”), the Parent Guarantor shall determine whether or not to terminate the Permitted Acquisition Loyalty Program or Permitted Acquisition Travel Package Business, as applicable. If the Parent Guarantor determines not to terminate such Permitted Acquisition Loyalty Program or Permitted Acquisition Travel Package Business, as applicable, then, no later than 180 days following the Permitted Acquisition Closing Date, the Parent Guarantor and its Subsidiaries shall be required to either:

(i)merge, consolidate or otherwise integrate the business of such Permitted Acquisition Loyalty Program into the TudoAzul Program, or merge, consolidate or otherwise integrate the business of such Permitted Acquisition Travel Package Business into the Azul Viagens Business, as the case may be; or

(ii)in the case of (x) a Permitted Acquisition Loyalty Program, grant a Loyalty Program Lien with respect thereto, or (y) a Permitted Acquisition Travel Package Business, grant a Travel Package Business Lien with respect thereto, in each case, subject to Third-Party Rights and other Permitted Collateral Liens.

(c)Notwithstanding the foregoing, the Parent Guarantor and its Subsidiaries will not be required to comply with the requirements set forth in Section 13.12(b) above to the extent that any applicable Governmental Authority does not provide an approval required for the granting of the applicable Loyalty Program Lien or Travel Package Business Lien; provided that the Parent Guarantor or its applicable Subsidiary has used commercially reasonable efforts to obtain such approval. In addition, the amount of the Secured Obligations secured by the aforementioned Additional Collateral shall be limited to the maximum amount that would not (x) render the obligations of the Parent Guarantor or any of its Subsidiaries subject to avoidance under applicable law, including applicable fraudulent conveyance or similar laws, or (y) result in a breach or violation of any then-existing agreement to which the Parent Guarantor or any of its Subsidiaries is party, or any then-existing agreement related to the Permitted Acquisition Loyalty Program or Permitted Acquisition Travel Package Business, as applicable, in each case that was not entered into in contemplation of such merger or acquisition.

(d)Following the 120 day period described in in Section 13.12(b) (if the Parent Guarantor determines to terminate the Permitted Acquisition Loyalty Program or Permitted Acquisition Travel Package Business, as applicable) or the 180 day period described in in Section 13.12(b) (if the Parent Guarantor determines not to terminate the Permitted Acquisition Loyalty Program or Permitted Acquisition Travel Package Business, as applicable), the applicable acquired Loyalty Program or Travel Package Business shall cease to be considered a “Permitted Acquisition Loyalty Program” or “Permitted Acquisition Travel Package Business”, respectively.

(e)Following any such merger, consolidation or integration contemplated by Section 13.12(b)(i), or any Loyalty Program Lien with respect to a Permitted Acquisition Loyalty Program or Travel Package Business Lien with respect to a Permitted Acquisition Travel Package Business contemplated by Section 13.12(b)(ii), as applicable, the TudoAzul Receivables Coverage Covenant or the Azul Viagens Receivables Coverage Covenant, as applicable, would apply to the enlarged TudoAzul Program or Azul Viagens Business, as applicable, and the relevant additional Intellectual Property would, subject to the terms and conditions of the Contribution Agreements, constitute Contributed Intellectual Property and be subject to the requirements of the Collateral Documents in respect of after-acquired Intellectual Property.

[Signature pages follow]

EXECUTED AS A DEED ON BEHALF OF:
AZUL SECURED FINANCE LLP
By:	Azul Linhas Aéreas Brasileiras S.A.,
	as Managing Partner
By:	/s/ Raphael Linares Felippe
	Name:	Raphael Linares Felippe
	Title:	Attorney-in-Fact
AZUL S.A.
By:	/s/ Thais Vieira Haberli
	Name:	Thais Vieira Haberli
	Title:	Attorney-in-Fact
AZUL LINHAS AÉREAS BRASILEIRAS S.A.
By:	/s/ Raphael Linares Felippe
	Name:	Raphael Linares Felippe
	Title:	Attorney-in-Fact
INTELAZUL S.A.
By:	/s/ Raphael Linares Felippe
	Name:	Raphael Linares Felippe
	Title:	Attorney-in-Fact

[Signature Page to Indenture]

ATS VIAGENS E TURISMO LTDA
By:	/s/ Thais Vieira Haberli
	Name:	Thais Vieira Haberli
	Title:	Attorney-in-Fact
AZUL IP CAYMAN HOLDCO LTD.
By:	/s/ John Peter Rodgerson
	Name:	John Peter Rodgerson
	Title:	Director
AZUL IP CAYMAN LTD.
By:	/s/ John Peter Rodgerson
	Name:	John Peter Rodgerson
	Title:	Director		Witnessed by:
---	---	---
By:	/s/ Raphael Linares Felippe
	Name:	Raphael Linares Felippe
Witnessed by:
By:	/s/ Thais Vieira Haberli
	Name:	Thais Vieira Haberli

[Signature Page to Indenture]

TMF BRASIL ADMINISTRAÇÃO E GESTÃO DE ATIVOS LTDA.,
as Brazilian Collateral Agent
By:	/s/ Karla Fernandes
	Name:	Karla Fernandes
	Title:	Managing Director

[Signature Page to Indenture]

UMB BANK, N.A.,
as Trustee and U.S. Collateral Agent, Registrar, Paying Agent and Transfer Agent
By:	/s/ Israel Lugo
	Name:	Israel Lugo
	Title:	Vice President

[Signature Page to Indenture]

EXHIBIT A

[Face of Note]

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture]

A-1

CUSIP: [               ]

ISIN: [              ]

Common Code: [              ]1

[[RULE 144A][REGULATION S] GLOBAL NOTE representing up to US$______________]

11.930% Senior Secured First Out Notes due 2028

No. ___     [US$_________________]

AZUL SECURED FINANCE LLP

promises to pay to CEDE & CO. or registered assigns, the principal sum of US$ [_____] (___________________________________________ United States Dollars) (as revised by the Schedule of Increases or Decreases in the Global Note attached hereto) on August 28, 2028.

Payment Dates: February 28, May 28, August 28 and November 28 of each year commencing on November 28, 2023, or if such day is not a Business Day, the next succeeding Business Day

Record Dates: Each Business Day immediately preceding each Payment Date

1    Rule 144A Notes CUSIP: 05501W AC6

Rule 144A Notes ISIN: US05501WAC64

Rule 144A Notes Common Code: 265657605

Regulation S Notes CUSIP: U0551Y AC9

Regulation S Notes ISIN: USU0551YAC94

Regulation S Notes Common Code: 265657117

A-2

IN WITNESS HEREOF, the Issuer has caused this instrument to be duly executed.

Dated:

AZUL SECURED FINANCE LLP
By:	Azul Linhas Aéreas Brasileiras S.A., as Managing Partner
By:
	Name:
	Title:

[Signature Page to [Rule 144A][Reg. S] Global Note S-1]

A-3

	This is one of the Notes referred to in the within-mentioned Indenture:
	UMB BANK, NATIONAL ASSOCIATION,
	Trustee and U.S. Collateral Agent, Registrar, Paying Agent and Transfer Agent
Dated:
	By:
		Authorized Signatory

[Signature Page to [Rule 144A][Reg. S] Global Note S-1]

A-4

[Back of Note]

11.930% Senior Secured First Out Notes due 2028

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1.    INTEREST AND PRINCIPAL. The Issuer promises to pay the outstanding principal amount on the Notes in full on August 28, 2028. The Notes will bear interest at a rate of 11.930% per annum on the outstanding principal amount thereof, provided that if the LTV Ratio (as defined in the Indenture) exceeds 62.50%, the interest rate on the Notes for each subsequent interest period will increase by 2.000% until such time as the LTV Ratio does not exceed 62.5%, pursuant to the terms of the Indenture. Interest on the Notes is payable quarterly in arrears on each Payment Date and will accrue from and including the most recent date to which interest has been paid or, if no interest has been paid, from and including the date of issuance, to but excluding such Payment Date, calculated on the basis of a 360-day year composed of twelve 30-day months. Interest will also be paid on each prepayment date, redemption date or repurchase date, as the case may be, as provided in the Indenture on the amount of principal so paid for the period from and including the most recent date to which interest has been paid or, if no interest has been paid, from and including the date of issuance to but excluding such date of payment.

2.    METHOD OF PAYMENT. The Issuer will pay interest, additional amounts, if any, principal and premium, if any, on the Notes to the Persons who are registered Holders of Notes at the close of business on the Business Day immediately preceding the Payment Date, even if such Notes are canceled after such record date and on or before such Payment Date, except as provided in Section 2.14 of the Indenture with respect to defaulted interest. Payment of interest and additional amounts, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders, provided, that payment by wire transfer of immediately available funds will be required with respect to interest, additional amounts, if any, principal and premium, if any, on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Issuer or the Paying Agent. U.S. Dollars are the sole currency of account and payment for all sums payable by the Issuer or any Guarantor under or in connection with the Notes, the Indenture and the Guarantees.

3.    PAYING AGENT AND REGISTRAR. Initially, UMB Bank, National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Issuer may change any Paying Agent or Registrar without notice to the Holders. The Issuer may act in any such capacity.

A-5

4.    INDENTURE. The Issuer issued the Notes under an Indenture, dated as of July 20, 2023 (the “Indenture”), among the Issuer, the Guarantors, UMB Bank, National Association, as Trustee and U.S. Collateral Agent, Registrar, Paying Agent and Transfer Agent, and TMF Brasil Administração e Gestão de Ativos Ltda., as Brazilian Collateral Agent. This Note is one of a duly authorized issue of Notes of the Issuer designated as its 11.930% Senior Secured First Out Notes due 2028. The Issuer shall be entitled to issue Additional Notes pursuant to Section 2.03 and Section 4.10 of the Indenture. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

5.    REDEMPTION, PREPAYMENT AND REPURCHASE. The Notes may be redeemed at the option of the Issuer and may be the subject of a Mandatory Prepayment Event, a Parent Change of Control Offer, a Mandatory Repurchase Offer or an Excess Cash Flow Offer to Purchase, as further provided in the Indenture. Except as provided in the Indenture, the Issuer shall not be required to make any mandatory prepayments, redemptions, repurchases or sinking fund payments with respect to the Notes.

6.    DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in minimum denominations of US$200,000 and integral multiples of US$1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuer need not exchange or register the transfer of any Note or portion of a Note selected for prepayment, redemption or tendered (and not withdrawn) for repurchase in connection with a Mandatory Prepayment Event, a Parent Change of Control Offer, a Mandatory Repurchase Offer, an Excess Cash Flow Offer to Purchase or other tender offer, respectively, in whole or in part, except for the unredeemed portion of any Note being redeemed in part.

7.    PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes.

8.    AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture, the Guarantees or the Notes may be amended or supplemented as provided in the Indenture.

9.    DEFAULTS AND REMEDIES. The Events of Default relating to the Notes are defined in Section 6.02 of the Indenture. Upon the occurrence of an Event of Default, the rights and obligations of the Issuer, the Guarantors, the Trustee and the Holders shall be set forth in the applicable provisions of the Indenture.

10.    AUTHENTICATION. This Note shall not be entitled to any benefit under the Indenture or be valid for any purpose until authenticated by the manual signature of the Trustee or an authenticating agent.

A-6

11.    LIMITED RECOURSE AND NON-PETITION. The provisions of Section 13.08 of the Indenture are incorporated herein mutatis mutandis.

12.    GOVERNING LAW. THE INDENTURE, THE NOTES AND THE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

13.    NOTICES. Any notice or communication shall be in writing and delivered in person or mailed by first-class mail (registered or certified, return receipt requested), fax or other electronic transmission or overnight air courier guaranteeing next day delivery addressed as follows:

If to the Issuer and/or any Guarantor:

Edifício Jatobá, 8th floor, Castelo Branco Office Park

Avenida Marcos Penteado de Ulhôa Rodrigues, 939

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

Fax: +55 11 4134-9890

Attention: Raphael Linares Felippe

Email: raphael.linares@voeazul.com.br

in respect of IP Co and IP HoldCo, with a copy (which shall not constitute notice) to:

c/o the offices of Maples Corporate Services Limited

PO Box 309, Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Attention: The Directors

Email: cayman@maples.com

and

c/o the offices of Walkers Fiduciary Limited

190 Elgin Avenue

George Town

Grand Cayman KY1-9008

Cayman Islands

Attention: The Directors

Email: fiduciary@walkersglobal.com

A-7

If to the Trustee or the U.S. Collateral Agent:

UMB Bank, National Association

5910 N Central Expressway, Suite 1900

Dallas, Texas 75206

United States of America

Attention: Corporate Trust & Escrow Services Email: Israel.Lugo@umb.com

If to the Brazilian Collateral Agent:

TMF Brasil Administração e Gestão de Ativos Ltda.

Avenida Marcos Penteado de Ulhoa Rodrigues, 939

Tower I, 10th floor, room 3, Jacarandá Building 05422-001

Brazil

Telephone: +55 11 3411-0602

Email: leone.azevedo@tmf-group.com; lesli.gonzalez@tmf-group.com; Wagner.Castilho@tmf-group.com; diogo.malheiros@tmf-group.com; CTS.Brazil@tmf-group.com

Attention: Leone Azevedo; Lesli Gonzalez; Wagner Castilho; Diogo Malheiros; Corporate Trust Services

The Issuer, any Guarantor, the Trustee or the Collateral Agents, by notice to the others, may designate additional or different addresses for subsequent notices or communications.

Any notice or communication mailed to a Holder shall be mailed to the Holder at the Holder’s address as it appears on the registration books of the Registrar and shall be sufficiently given if so mailed within the time prescribed.

Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it.

Notwithstanding any other provision of the Indenture or this Note, where the Indenture or this Note provides for notice of any event (including any notice of redemption or purchase) to a Holder of a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Notes Depositary pursuant to the standing instructions from the Notes Depositary.

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

A-8

The Trustee agrees to accept and act upon instructions or directions pursuant to the Indenture sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods. If the Issuer, any Guarantor or any Holder elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding if such instructions conflict or are inconsistent with a subsequent written instruction. The party providing electronic instructions agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.

A-9

ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:
	(Insert assignee’s legal name)
(Insert assignee’s soc. sec. or tax I.D. no.)
(Print or type assignee’s name, address and zip code)
and irrevocably appoint
to transfer this Note on the books of the Issuer. The agent may substitute another to act for him.			Date:
---	---	---
	Your Signature:
		(Sign exactly as your name appears on the face of this Note)
Signature Guarantee:*				*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).
---	---

A-10

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Issuer pursuant to Section 3.09, Section 3.13 or Section 4.35 of the Indenture, check the appropriate box below:

[ ] Section 3.09        [ ] Section 3.13        [ ] Section 4.35

If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 3.09, Section 3.13 or Section 4.35 of the Indenture, state the amount you elect to have purchased:

	US
Date:
		(Sign exactly as your name appears on the face of this Note)
Signature Guarantee:*

All values are in US Dollars.

*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A-11

SCHEDULE OF INCREASES OR DECREASES IN THE GLOBAL NOTE

The initial outstanding principal amount of this Global Note is US$__________. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note, or cancellations of principal amount of Notes represented hereby, have been made:

Date of Exchange	Amount of decrease<br>in Principal Amount	Amount of increase<br>in Principal<br>Amount of this<br>Global Note	Principal Amount of<br>this Global Note<br>following such<br>decrease or increase	Signature of<br>authorized officer<br>of Trustee or <br>Note Custodian

A-12

EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

Azul S.A.

Edifício Jatobá, 8th floor, Castelo Branco Office Park

Avenida Marcos Penteado de Ulhôa Rodrigues, 939

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

With a copy to:

UMB Bank, N.A.

[⦁]

Re: Azul Secured Finance LLP

Reference is hereby made to the Indenture, dated as of July 20, 2023 (the “Indenture”), among Azul Secured Finance LLP, the Guarantors named therein, the Trustee and the Collateral Agents. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

_______________ (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of US$___________ in such Note[s] or interests (the “Transfer”), to _______________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1.    [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN A 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States.

B-1

2.    [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Indenture and the Securities Act.

3.    [ ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

(a)    [ ] such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;

or

(b)    [ ] such Transfer is being effected to the Issuer or a subsidiary thereof;

or

(c)    [ ] such Transfer is being effected pursuant to an effective registration statement under the Securities Act and, if applicable, in compliance with the prospectus delivery requirements of the Securities Act.

4.    [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

B-2

(a)    [ ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(b)    [ ] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(c)    [ ] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

B-3

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer.

	[Insert Name of Transferor]
	By:
	Name:
	Title:
Date:

B-4

ANNEX A TO CERTIFICATE OF TRANSFER

1.The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

(a)[ ] a beneficial interest in the:

(i)[ ] 144A Global Note (CUSIP [ ]), or

(ii)[ ] Regulation S Global Note (CUSIP [ ]), or

(b)[ ] a Restricted Definitive Note.

2.After the Transfer the Transferee will hold:

[CHECK ONE]

(a)[ ] a beneficial interest in the:

(i)[ ] 144A Global Note (CUSIP [ ]), or

(ii)[ ] Regulation S Global Note (CUSIP [ ]), or

(iii)[ ] Unrestricted Global Note (CUSIP [ ]); or

(b)[ ] a Restricted Definitive Note; or

(c)[ ] an Unrestricted Definitive Note,in accordance with the terms of the Indenture.

B-5

EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

Azul S.A.

Edifício Jatobá, 8th floor, Castelo Branco Office Park

Avenida Marcos Penteado de Ulhôa Rodrigues, 939

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

With a copy to:

UMB Bank, N.A.

[⦁]

Re: Azul Secured Finance LLP

Reference is hereby made to the Indenture, dated as of July 20, 2023 (the “Indenture”), Azul Secured Finance LLP, Azul S.A., as the Parent Guarantor, the Guarantors named therein, the Trustee and the Collateral Agents. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

___________ (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of US$__________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

1)    EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE

a)    [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

C-1

b)    [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

c)    [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

d)    [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

C-2

2)    EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES

a)    [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

b)    [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] [ ] 144A Global Note [ ] Regulation S Global Note, with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer.

	[Insert Name of Transferor]
	By:
	Name:
	Title:
Date:

C-3

SCHEDULE 1.01(a)

1.Contribution Agreement (Contributing Parties to IP HoldCo), dated as of July 14, 2023, by and among Azul S.A, Azul Linhas Aéreas Brasileiras S.A., IntelAzul S.A., ATS Viagens e Turismo Ltda. and Azul IP Cayman Holdco Ltd.

2.Contribution Agreement (IP HoldCo to IP Co), dated as of July 14, 2023, by and between Azul IP Cayman Holdco Ltd. and Azul IP Cayman Ltd.

Schedule 1.01(a)-1

Document

Exhibit 2.10

AZUL INVESTMENTS LLP

as Issuer

AZUL S.A.

and

AZUL LINHAS AÉREAS BRASILEIRAS S.A.

as Guarantors

and

UMB BANK, NATIONAL ASSOCIATION

as Trustee, Registrar, Transfer Agent and Paying Agent

INDENTURE

Dated as of September 28, 2023

7.500% Senior Notes Due 2030

TABLE OF CONTENTS

ARTICLE 1<br><br>Definitions and Other Provisions of General Application
Section 1.01.	Definitions	1
Section 1.02.	Rules of Construction	21
Section 1.03.	Table of Contents; Headings	21
Section 1.04.	Form of Documents Delivered to Trustee	21
Section 1.05.	Communications by Holders with other Holders	22
ARTICLE 2<br><br>The Notes
Section 2.01.	Form and Dating	24
Section 2.02.	Execution, Authentication and Delivery	24
Section 2.03.	Transfer Agent, Registrar and Paying Agent	26
Section 2.04.	Paying Agent to Hold Money in Trust	27
Section 2.05.	Payment of Principal and Interest; Principal and Interest Rights Preserved	28
Section 2.06.	Holder Lists	29
Section 2.07.	Transfer and Exchange	29
Section 2.08.	Replacement Notes	31
Section 2.09.	Temporary Notes	32
Section 2.10.	Cancellation	32
Section 2.11.	Defaulted Interest	32
Section 2.12.	CUSIP, ISIN and Common Code Numbers	33
Section 2.13.	Open Market Purchases	33
Section 2.14.	Prohibition on Issuance of Additional Notes	33
Section 2.15.	One Class of Notes	33
ARTICLE 3<br><br>Redemption
Section 3.01.	Right of Redemption	33
Section 3.02.	Applicability of Article	36
Section 3.03.	Election to Redeem; Notice to Trustee	36
Section 3.04.	Notice of Redemption by the Issuer	36
Section 3.05.	Deposit of Redemption Price	37
Section 3.06.	Effect of Notice of Redemption	37
Section 3.07.	Notes Redeemed In Part	38
ARTICLE 4<br><br>Covenants
Section 4.01.	Payment of Principal and Interest Under the Notes	39
Section 4.02.	Maintenance of Office or Agency	39

i

Section 4.03.	Money for Note Payments to Be Held in Trust	39
Section 4.04.	Maintenance of Partnership and Corporate Existence	41
Section 4.05.	Payment of Taxes and Claims	41
Section 4.06.	Payment of Additional Amounts	42
Section 4.07.	Reporting Requirements	45
Section 4.08.	Available Information	46
Section 4.09.	Limitations on the Issuer	46
Section 4.10.	Limitation on Transactions with Affiliates	46
Section 4.11.	Limitation on Restricted Payments.	46
Section 4.12.	Repurchase of Notes upon a Change of Control	51
Section 4.13.	Listing	52
Section 4.14.	Financial Covenant	52
Section 4.15.	Maintenance of Rating	33
Section 4.16.	Stay, Extension and Usury Laws	53
Section 4.17.	Regulatory Matters	53
Section 4.18.	Compliance with Laws	53
Section 4.19.	Restrictions on Business Activities	54
ARTICLE 5<br><br>Consolidation, Merger, Conveyance, Transfer or Lease
Section 5.01.	Limitation on Consolidation, Merger or Transfer of Assets	54
Section 5.02.	Successor Substituted	55
ARTICLE 6<br><br>Events of Default and Remedies
Section 6.01.	Events of Default	55
Section 6.02.	Acceleration of Maturity, Rescission and Amendment	58
Section 6.03.	Collection Suit by Trustee	59
Section 6.04.	Other Remedies	59
Section 6.05.	Trustee May Enforce Claims Without Possession of Notes	60
Section 6.06.	Application of Money Collected	60
Section 6.07.	Limitation on Suits	60
Section 6.08.	Rights of Holders to Receive Principal and Interest	61
Section 6.09.	Restoration of Rights and Remedies	61
Section 6.10.	Trustee May File Proofs of Claim	61
Section 6.11.	Delay or Omission Not Waiver	62
Section 6.12.	Control by Holders	62
Section 6.13.	Waiver of Past Defaults and Events of Default	62
Section 6.14.	Rights and Remedies Cumulative	62
Section 6.15.	Waiver of Stay or Extension Laws	63

ii

ARTICLE 7<br><br>Trustee and Agents
Section 7.01.	Duties of Trustee	63
Section 7.02.	Rights of Trustee	64
Section 7.03.	Individual Rights of Trustee	66
Section 7.04.	Trustee’s Disclaimer	66
Section 7.05.	Notice of Defaults and Events of Default	66
Section 7.06.	Compensation and Indemnity	67
Section 7.07.	Replacement of Trustee	68
Section 7.08.	Successor Trustee by Merger	69
Section 7.09.	Eligibility; Disqualification	69
ARTICLE 8<br><br>Discharge of Indenture; Defeasance
Section 8.01.	Discharge of Liability on Notes	69
Section 8.02.	Conditions to Defeasance	71
Section 8.03.	Application of Trust Money	72
Section 8.04.	Repayment to Issuer	72
Section 8.05.	Indemnity for U.S. Governmental Obligations	72
Section 8.06.	Reinstatement	73
ARTICLE 9<br><br>Amendments
Section 9.01.	Without Consent of Holders	73
Section 9.02.	With Consent of Holders	74
Section 9.03.	Revocation and Effect of Consents and Waivers	75
Section 9.04.	Notation on or Exchange of Notes	76
Section 9.05.	Trustee to Sign Amendments	76
Section 9.06.	Payment for Consent	76
ARTICLE 10<br><br>Guarantees
Section 10.01.	The Note Guarantees	76
Section 10.02.	Guaranty Unconditional	77
Section 10.03.	Discharge; Reinstatement	78
Section 10.04.	Waiver by the Guarantors	78
Section 10.05.	Subrogation and Contribution	78
Section 10.06.	Stay of Acceleration	78
Section 10.07.	Limitation on Amount of Guaranty	79
Section 10.08.	Execution and Delivery of Guaranty	79
Section 10.09.	Release of Guaranty	79
Section 10.10.	Waivers	79

iii

ARTICLE 11<br><br>Substitution of the Issuer
Section 11.01.	Substitution of the Issuer	80
Section 11.02.	Deemed Substitution	82
Section 11.03.	Production of Issuer Substitution Documents	82
Section 11.04.	Notice of Substitution	82
ARTICLE 12<br><br>Miscellaneous
Section 12.01.	Provisions of Indenture and Notes for the Sole Benefit of Parties and Holders of Notes	83
Section 12.02.	Notices	83
Section 12.03.	Electronic Instructions to Trustee	85
Section 12.04.	Officer’s Certificate and Opinion of Counsel as to Conditions Precedent	85
Section 12.05.	Statements Required in Officer’s Certificate or Opinion of Counsel	85
Section 12.06.	Rules by Trustee, Registrar, Paying Agent and Transfer Agents	86
Section 12.07.	Currency Indemnity	86
Section 12.08.	No Recourse Against Others	87
Section 12.09.	Legal Holidays	87
Section 12.10.	Governing Law	87
Section 12.11.	Consent to Jurisdiction; Waiver of Immunities	88
Section 12.12.	Successors and Assigns	89
Section 12.13.	Multiple Originals	89
Section 12.14.	Severability Clause	89
Section 12.15.	Force Majeure	89
Section 12.16.	Indenture Controls	90
Section 12.17.	Limited Incorporation by Reference of Trust Indenture	90
Section 12.18.	USA Patriot Act	90
EXHIBITS:
EXHIBIT A	Form of Note
EXHIBIT B	Form of Transfer Notice
EXHIBIT C	Form of Certificate for Transfer from Restricted Global Note or Certificated Note Bearing a Securities Act Legend to Regulation S Global Note or Certificated Note Not Bearing a Securities Act Legend
EXHIBIT D	Form of Transfer Certificate for Transfer from Regulation S Global Note or Certificated Note Not Bearing a Securities Act Legend to Restricted Global Note or Certificated Note Bearing a Securities Act Legend
EXHIBIT E	Form of Certificate for Removal of the Securities Act Legend on a Certificated Note

iv

INDENTURE, dated as of September 28, 2023, among AZUL INVESTMENTS LLP, a Delaware limited liability partnership (the “Issuer”), AZUL S.A. and AZUL LINHAS AÉREAS BRASILEIRAS S.A., each a corporation (sociedade anônima) organized under the laws of the Federative Republic of Brazil, as the guarantors (the “Guarantors” and each a “Guarantor”), and UMB BANK, NATIONAL ASSOCIATION, as Trustee, Registrar, Transfer Agent and Paying Agent.

RECITALS

The Issuer has duly authorized (i) the issue of 7.500% Senior Notes Due 2030 (the “Notes”), initially in an aggregate principal amount of U.S.$370,490,204 and (ii) has duly authorized the execution and delivery of this Indenture.

All things necessary have been done to make the Notes when executed and authenticated and delivered hereunder and duly issued, the valid obligations of the Issuer, and to make this Indenture a valid agreement of the Issuer.

In addition, each of the Guarantors party hereto has duly authorized the execution and delivery of this Indenture as guarantor of the Notes.

Each of the Guarantors has done all things necessary to make its respective Note Guaranty, when the Notes are executed by the Issuer and authenticated and delivered by the Trustee and duly issued by the Issuer, the valid obligations of the applicable Guarantor, and to make this Indenture a valid agreement of such Guarantor.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders, as follows:

ARTICLE 1

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01. Definitions.

“Act” when used with respect to any Holder, has the meaning specified in Section 1.05(b).

“Additional Amounts” has the meaning specified in Section 4.06(a).

“Affiliate” means, with respect to any specified Person, (a) any other Person which, directly or indirectly, is in control of, is controlled by or is under common control with such specified Person or (b) any other Person who is a director or officer (i) of such specified Person, (ii) any subsidiary of such specified Person or (iii) of any Person described in clause (a) above. For purposes of this definition, control of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person whether by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Affiliate Transaction” has the meaning specified in Section 4.10.

“Agents” means each of the Registrar, the Transfer Agents and the Paying Agents, and each, individually, an “Agent.”

“Aircraft Financing” means (i) any indebtedness, guarantee, finance lease, operating lease, sale and lease back or other financing arrangements (including any bonds, debentures, notes or similar instruments) in respect of or secured by engines, spare parts, aircraft, airframes or appliances, parts, components, instruments, appurtenances, furnishings or other equipment installed on such engines, spare parts, aircraft, airframes or any other related assets, (ii) any financing arrangements assumed or incurred in connection with the acquisition, construction (including any pre-delivery payments in connection with such acquisition or construction), modifications or improvement of any engines, spare parts, aircraft, airframes or appliances, parts, components, instruments, appurtenances, furnishings or other equipment installed on such engines, spare parts, aircraft, airframes or any other related assets, and (iii) extensions, renewals and replacements of such financing arrangements under clauses (i) and (ii); provided that, in each case under clauses (i), (ii) or (iii), such financing arrangement, if secured, is secured on a usual and customary basis (which may include the collateralization thereof with cash, Cash Equivalents or letters of credit) as determined by Azul or any of its Subsidiaries in good faith for such financing arrangement or Debt in respect of engines, spare parts, aircraft, airframes or appliances, parts, components, instruments, appurtenances, furnishings, other equipment installed on such engines, spare parts, aircraft, airframes or any other related assets.

“Airport Authority” means any city or any public or private board or other body or organization chartered or otherwise established for the purpose of administering, operating or managing airports or related facilities, which in each case is an owner, administrator, operator or manager of one or more airports or related facilities.

“Applicable Procedures” means the applicable procedures of DTC, Euroclear and Clearstream, Luxembourg, in each case to the extent applicable.

“Authenticating Agent” has the meaning specified in Section 2.02(b).

“Authorized Denomination” has the meaning specified in Section 2.02(a)(iv).

“Azul” means Azul S.A., a corporation (sociedade anônima) organized under the laws of the Federative Republic of Brazil, or any successor entity.

“Azul Linhas” means Azul Linhas Aéreas Brasileiras S.A., a corporation (sociedade anônima) organized under the laws of the Federative Republic of Brazil, or any successor entity.

“Board of Directors” means the Board of Directors of either Guarantor, as the case may be, or any committee thereof duly authorized to act on behalf of such Board of Directors.

“Board Resolution” means a copy of a resolution certified by the Secretary, the Assistant Secretary or another Officer or legal counsel performing corporate secretarial functions of either Guarantor, as the case may be, to have been duly adopted by the Board of Directors of such Guarantor and to be in full force and effect on the date of such certification and delivered to the Trustee.

“Business Day” means any day other than a Saturday, a Sunday or a legal holiday in Delaware, Brazil or the United States or a day on which banking institutions or trust companies are authorized or obligated by law to close in Delaware, São Paulo, Brazil or The City of New York.

“Capital Stock” means, with respect to any Person, any and all shares of stock, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated, whether voting or non-voting) such person’s equity, including any preferred stock, but excluding any debt securities convertible into or exchangeable for such equity.

“Cash Equivalents” means:

(i)    Brazilian real, U.S. Dollars, or money in other currencies received in the ordinary course of business that are readily convertible into U.S. Dollars;

(ii)    any evidence of Debt with a maturity of one year or less issued or directly and fully guaranteed or insured by Brazil or the United States or any agency or instrumentality thereof, provided that the full faith and credit of Brazil or the United States is pledged in support thereof;

(iii)    (A) demand deposits, (B) time deposits and certificates of deposit with maturities of one year or less from the date of acquisition, (C) bankers’ acceptances with maturities not exceeding one year from the date of acquisition, and (D) overnight bank deposits, in each case with any bank or trust company organized or licensed under the laws of Brazil or any political subdivision thereof or the United States or any state thereof having capital, surplus and undivided profits in excess of U.S.$500,000,000 whose long-term debt is rated “AA” (or such similar equivalent rating) or higher by at least one nationally recognized statistical rating organization (as defined under Rule 436 of the Securities Act);

(iv)    repurchase obligations with a term of not more than seven days for underlying securities of the type described in clauses (ii) and (iii) above entered into with any financial institution meeting the qualifications specified in clause (iii) above;

(v)    commercial paper rated at least AA by Fitch or Standard & Poor’s or Aa by Moody’s and maturing no later than one year after the date of acquisition; and

(vi)    money market funds at least 95% of the assets of which consist of investments of the type described in clauses (i) through (v) above.

“Certificated Note” has the meaning specified in Section 2.01.

“Change of Control” means:

(i)    the direct or indirect sale or transfer of all or substantially all the assets of Azul and its subsidiaries, taken as a whole, to any transferee Person other than the Permitted Holders, other than a transaction in which such transferee Person becomes the obligor in respect of the Notes and a Subsidiary of the transferor of such assets; or

(ii)    the consummation of any transaction (including, without limitation, by merger, consolidation, acquisition or any other means) as a result of which any “person” or “group” (as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) other than the Permitted Holders is or becomes the “beneficial owner” (as such term is used in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of Azul.

“Change of Control Event” means the occurrence of both a Change of Control and, if one or more Rating Agencies are making ratings of the Notes publicly available, a Ratings Decline.

“Clearstream, Luxembourg” means Clearstream Banking, société anonyme, Luxembourg.

“Code” has the meaning specified in Section 2.03(e).

“Consolidated Net Income” means, for any period, the aggregate net income (or loss) of Azul and its Subsidiaries for such period determined on a consolidated basis in conformity with IFRS.

“Consolidated Total Assets” means, as of any date of determination, the total assets of Azul and its Subsidiaries as of such date determined on a consolidated basis in conformity with IFRS.

“Corporate Trust Office” means 100 William Street 1850, New York, NY 10038, Attention: Corporate Trust and Escrow Services, or such other address as the Trustee may designate from time to time by notice to the Holders and the Issuer or the principal corporate trust office of any successor Trustee.

“covenant defeasance option” has the meaning specified in Section 8.01(b).

“Currency” means points, miles and/or other units that are a medium of exchange constituting a convertible, virtual, and private currency that is tradable property and that can be sold or issued to persons.

“Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any bankruptcy law.

“CVM” means the Brazilian Securities Commission (Comissão de Valores Mobiliários).

“Debt” means, with respect to any Person, without duplication:

(i)    the principal of and premium, if any, in respect of (a) indebtedness of such Person for money borrowed or (b) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable;

(ii)    all Finance Lease Obligations of such Person;

(iii)    all obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement (but excluding trade accounts payable or other short term obligations to suppliers payable within 180 days, in each case arising in the ordinary course of business);

(iv)    all obligations of such Person for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction (other than obligations with respect to letters of credit securing obligations other than obligations described in clauses (i) through (iii) above) entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the tenth Business Day following receipt by such Person of a demand for reimbursement following payment on the letter of credit);

(v)    all Hedging Obligations of such Person;

(vi)    all obligations of the type referred to in clauses (i) through (iv) of other Persons and all dividends of other Persons for the payment of which, in either case, such Person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including by means of any guarantee (other than obligations of other Persons that are customers or suppliers of such Person for which such Person is or becomes so responsible or liable in the ordinary course of business to (but only to) the extent that such Person does not, or is not required to, make payment in respect thereof);

(vii)    all obligations of the type referred to in clauses (i) through (v) of other Persons secured by any Lien on any property or asset of such Person (whether or not such obligation is assumed by such Person), the amount of such obligation being deemed to be the lesser of the value of such property or assets or the amount of the obligation so secured; and

(viii)    any other obligations of such Person which are required to be, or are in such Person’s financial statements, recorded or treated as debt under IFRS.

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

“defeasance trust” has the meaning specified in Section 8.02(a).

“Depositary” means DTC or any successor depositary for the Notes.

“Disposition” means, with respect to any property, any sale, lease, sale and leaseback, conveyance, transfer, license, or other disposition thereof. The terms “Dispose” and “Disposed of” shall have correlative meanings.

“Disqualified Capital Stock” means that portion of any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than as a result of a change of control or asset sale), is convertible or exchangeable for Debt or Disqualified Capital Stock, or is redeemable at the option of the holder of the Capital Stock, in whole or in part (other than as a result of a change of control or asset sale), on or prior to the date that is 91 days after the last date on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Capital Stock solely because the holders of the Capital Stock have the right to require Azul or any of its Subsidiaries to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Capital Stock if the terms of such Capital Stock provide that Azul or any of its Subsidiaries may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 4.11.

“DTC” means The Depository Trust Company.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means a private or public offering for cash by Azul or any direct or indirect parent of Azul, as applicable, of its Capital Stock (in the case of any direct or indirect parent of Azul, to the extent such cash proceeds are contributed to Azul), other than (i) public offerings with respect to Azul’s or any such direct or indirect parent’s, as applicable, Capital Stock registered on Form S-4, F-4 or S-8, or (ii) an issuance to any Subsidiary of Azul, or (iii) any offering of Capital Stock issued in connection with a transaction that constitutes a Change of Control.

“Euroclear” means Euroclear Bank S.A./N.V.

“Event of Default” has the meaning specified in Section 6.01.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“expiration date” has the meaning specified in Section 4.12.

“Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in good faith by the Board of Directors of Azul or the relevant Subsidiary of Azul; provided that the Board of Directors of Azul or the relevant Subsidiary of Azul shall be permitted to consider the circumstances existing at such time (including, without limitation, economic or other conditions affecting the airline industry generally and any relevant legal compulsion, judicial proceeding or administrative order or the possibility thereof) in determining such Fair Market Value in connection with such transaction.

“Finance Lease Obligations” means, with respect to any Person, any obligation which is required to be classified and accounted for as a finance lease on the face of a balance sheet of such Person prepared in accordance with IFRS as in effect immediately prior to the adoption of IFRS 16 (Leases); the amount of such obligation will be the capitalized amount thereof, determined in accordance with IFRS, and the Stated Maturity thereof will be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty.

“Fitch” means Fitch Ratings, Inc., and any successor to its rating agency business.

“Global Note” means a global note representing the Notes substantially in the form attached hereto as Exhibit A.

“Governmental Authority” means the government of the United States of America, Brazil, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank organization, or other entity exercising executive, legislative, judicial, taxing or regulatory powers or functions of or pertaining to government. Governmental Authority shall not include any Person in its capacity as an Airport Authority.

“guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Debt or other obligation of any Person and any obligation, direct or indirect, contingent or otherwise, of such Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation of such Person (whether arising by virtue of partnership arrangements, or by agreement to keep well, to purchase assets, goods, securities or services, to take or pay, or to maintain financial statement conditions or otherwise) or (ii) entered into for purposes of assuring in any other manner the oblige of such Debt or other obligation of the payment thereof or to protect such oblige against loss in respect thereof (in whole or in part); provided however, that the term “guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term “guarantee” used as a verb has a corresponding meaning.

“Guarantor” means each of Azul and Azul Linhas, or any successor obligor under the Note Guaranty pursuant to Section 5.01, unless and until such Guarantor is released from its Note Guaranty pursuant to this Indenture.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person pursuant to any interest rate swap agreement, foreign currency exchange agreement, interest rate collar agreement, option or futures contract or other similar agreement or arrangement designed to protect such Person against changes in interest rates or foreign exchange rates.

“Holder” means the Person in whose name a Note is registered in the Register.

“IFRS” means the International Financial Reporting Standards as issued by the International Accounting Standards Board.

“Indenture” means this Indenture, as amended or supplemented from time to time in accordance with the provisions hereof.

“Initial Call Date” has the meaning specified in Section 3.01(b).

“interest” on a Note means the interest on such Note (including any Additional Amounts payable by the Issuer in respect of such interest).

“Interest Payment Date” means the Payment Date of an installment of interest on the Notes.

“Investments” means, with respect to any Person, all direct or indirect investments made by such Person in other Persons (including Affiliates) in the forms of loans (including guarantees or other obligations), advances (but excluding advance payments and deposits for goods and services in the ordinary course of business) or capital contributions (excluding commission, travel and similar advances to officers, employees and consultants made in the ordinary course of business), purchases or other acquisitions for consideration of Debt, Equity Interests or other securities of other Persons, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with IFRS. If Azul or any of its Subsidiaries sells or otherwise Disposes of any Equity Interests of any direct or indirect Subsidiary of Azul after the Issue Date such that, after giving effect to any such sale or Disposition, such Person is no longer a direct or indirect Subsidiary of Azul, then Azul will be deemed to have made an Investment on the date of any such sale or Disposition equal to the Fair Market Value of Azul’s Investments in such Subsidiary that were not sold or Disposed of. Except as otherwise provided in this Indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value.

“issue” means issue, assume, guarantee, incur or otherwise become liable for; provided, however, that any Debt or Capital Stock of a Person existing at the time such Person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be issued by such Subsidiary at the time it becomes a Subsidiary; and the term “issuance” has a corresponding meaning.

“Issue Date” means September 28, 2023.

“Issuer” means Azul Investments LLP until replaced by a successor thereof, and, thereafter, includes the successor for purposes of any provision contained herein.

“Issuer Order” means a written order signed in the name of the Issuer by an Officer.

“Issuer Substitution Documents” has the meaning specified in Section 11.01(i).

“legal defeasance option” has the meaning specified in Section 8.01(b).

“Lien” means any mortgage, pledge, security interest, encumbrance, conditional sale or other title retention agreement or other similar lien.

“Liquidity” means all unrestricted cash and cash equivalents and accounts receivable of Azul and its Subsidiaries.

“Managing Partner” means the managing partner of the Issuer.

“Managing Partner Resolution” means a copy of a resolution certified by the Secretary, the Assistant Secretary or another Officer or legal counsel performing corporate secretarial functions of the Issuer to have been duly adopted by the Managing Partner of the Issuer and to be in full force and effect on the date of such certification and delivered to the Trustee.

“Marketable Securities” means publicly traded debt with a maturity or remaining maturity of one year or less that is listed for trading on a national securities exchange and that was issued by a corporation with debt securities rated at least “AA” by Standard & Poor’s or Fitch.

“Material Adverse Effect” means a material adverse effect on (a) the consolidated business, operations, liabilities or financial condition of Azul and its Subsidiaries, taken as a whole, (b) the validity or enforceability of this Indenture or the Notes or the rights or remedies of the Trustee or the Holders of the Notes, or (c) the ability of the Issuer and the Guarantors to comply with their payment obligations under this Indenture or the Notes.

“Maturity” means, when used with respect to any Note, the date on which the outstanding principal of and interest on such Note becomes due and payable as therein or herein provided, whether by declaration of acceleration, call for redemption or otherwise.

“Moody’s” means Moody’s Investors Service, Inc., and any successor to its rating agency business.

“Net Cash Proceeds” with respect to any issuance or sale of Capital Stock, means the cash proceeds of such issuance or sale, net of attorney’s fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultants and other fees incurred in connection with such issuance or sale.

“Note Guaranty” means the guaranty of the Notes by a Guarantor pursuant to this Indenture.

“Note” or “Notes” has the meaning specified in the first paragraph of the Recitals to this Indenture and shall be in the form of Note set forth in Exhibit A.

“Offer to Purchase” has the meaning specified in Section 4.12.

“Officer” means the president or chief executive officer, any vice president, the chief financial officer, the treasurer or any assistant treasurer, or the secretary or any assistant secretary, or any attorney-in-fact, of the Issuer or either Guarantor, as the case may be, or any other Person duly appointed by, in the case of the Issuer, the Managing Partner, or, in the case of either Guarantor, as the case may be, its shareholders or Board of Directors, to perform corporate duties.

“Officer’s Certificate” means a certificate signed by any Officer of the Issuer or either Guarantor, as the case may be, and delivered to the Trustee.

“Opinion of Counsel” means a written opinion of legal counsel of recognized standing (who may be an employee of or external counsel to the Issuer or either Guarantor) and who shall be reasonably acceptable to the Trustee, which opinion is reasonably satisfactory to the Trustee.

“Outstanding” means, when used with respect to Notes, as of the date of determination, all Notes theretofore authenticated and delivered under this Indenture, except:

(i)    Notes theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;

(ii)    Notes for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Issuer) in trust or set aside and segregated in trust by the Issuer (if the Issuer shall act as its own Paying Agent) for the Holders of such Notes; provided that, if such Notes are to be redeemed pursuant to Section 3.01, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;

(iii)    Notes, except to the extent provided in Sections 8.01 and 8.02, with respect to which the Issuer has effected legal defeasance and/or covenant defeasance as provided in Article 8; and

(iv)    Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture, other than any such Notes in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Notes are held by a bona fide purchaser or protected purchaser in whose hands such Notes are valid obligations of the Issuer;

provided, however, that in determining whether the Holders of the requisite principal amount of Outstanding Notes have given any request, demand, authorization, direction, consent, notice or waiver hereunder, Notes owned by the Issuer or any of its Affiliates shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, consent, notice or waiver, only Notes which a Responsible Officer of the Trustee has received written notice at its address specified herein of being so owned shall be so disregarded. Notes so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Issuer, or any other obligor upon the Notes or any of its or such other obligor’s Affiliates.

“Paying Agent” means UMB Bank, National Association, until a successor Paying Agent shall have become such pursuant to the applicable provisions of this Indenture, and, thereafter, “Paying Agent” shall mean such successor Paying Agent.

“Payment Date” means the date on which payment of interest on and/or principal of the Notes is due.

“Payment Default” has the meaning specified in Section 6.01(d).

“Permitted Airline Business” means any business that is the same as, or reasonably related, ancillary, supportive or complementary to, or a reasonable extension of, the business in which Azul and its Subsidiaries were engaged on the Issue Date, including travel-related and leisure-related businesses, and travel, leisure and support services and experiences and other similar services and experiences.

“Permitted Brazilian Dividends” has the meaning specified in Section 4.11(b)(i).

“Permitted Holders” means any of

(i)    David Gary Neeleman;

(ii)    any spouse, descendent, heir, trust or estate of David Gary Neeleman;

(iii)    Saleb II Founder 1 LLC; or

(iv)    any Person as to whom more than 50% of the total voting power of the Voting Stock of such Person is beneficially owned (as such term is used in Rule 13d-3 under the Exchange Act) by one or more of the Persons specified in clauses (i) and (ii).

“Permitted Investments” means:

(1)    any Investment in cash, Cash Equivalents and any foreign equivalents;

(2)    any Investments received in a good faith compromise or resolution of (i) obligations of trade creditors or customers that were incurred in the ordinary course of business, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (ii) litigation, arbitration or other disputes;

(3)    payment, redemption or prepayment of any Debt other than any Subordinated Indebtedness of the Issuer or any of the Guarantors (provided that this exclusion shall not apply to (i) any intercompany Subordinated Indebtedness between or among Azul and any of its Subsidiaries, and (ii) any scheduled payment of interest and any purchase within one year of the scheduled maturity thereof);

(4)    accounts receivable arising in the ordinary course of business;

(5)    redemption or purchase of the Notes as permitted by this Indenture;

(6)    any Investment in Azul or in any of its Subsidiaries;

(7)    any Investment by Azul or any of its Subsidiaries in a Person, if a result of such Investment (i) such Person becomes a Subsidiary of Azul, or (ii) such Person, in one transaction or a series of related and substantially concurrent transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, Azul or any of its Subsidiaries;

(8)    any Investment made as a result of the receipt of non-cash consideration from a Disposition of assets;

(9)    any acquisition of assets or Capital Stock in exchange for the issuance of Qualified Capital Stock;

(10)     Investments represented by Hedging Obligations;

(11)    loans or advances to officers, directors, consultants or employees made in the ordinary course of business of Azul or any of its Subsidiaries in an aggregate principal amount not to exceed US$15,000,000 at any one time outstanding;

(12)    any guarantee of Debt of Azul or any Subsidiary of Azul;

(13)    any Investment existing on, or made pursuant to binding commitments existing on, the Issue Date and any Investment consisting of an extension, modification or renewal of any Investment existing on, or made pursuant to a binding commitment existing on, the Issue Date; provided that the amount of any such Investment may be increased (i) as required by the terms of such Investment as in existence on the Issue Date or (ii) as otherwise permitted under this Indenture;

(14)    Investments acquired after the Issue Date as a result of the acquisition by Azul or any of its Subsidiaries of another Person, including by way of a merger, amalgamation or consolidation with or into Azul or any of its Subsidiaries in a transaction that is not prohibited by this Indenture after the Issue Date to the extent that such Investments were not made in contemplation of such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation;

(15)    the acquisition by a Receivables Subsidiary in connection with a Qualified Receivables Transaction of Equity Interests of a trust or other Person established by such Receivables Subsidiary to effect such Qualified Receivables Transaction; and any other Investment by Azul or any of its Subsidiaries in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any other Person in connection with a Qualified Receivables Transaction;

(16)    Investments constituting (i) accounts receivable or accounts payable, (ii) deposits, prepayments and other credits to suppliers, including advances of landing fees and other customary airport charges, and/or (iii) in the form of advances made to airport operators, ground handlers, distributors, suppliers, licensors and licensees, in each case, made in the ordinary course of business and consistent with the past practices;

(17)    Investments in connection with the outsourcing of any service or function in the ordinary course of business;

(18)    extensions of credit, deposits, prepayment of expenses to, advances and other credits to distributors, customers, suppliers, utility providers, licensors, licensees, franchisees and other trade creditors in the ordinary course of business consistent with past practice;

(19)    Investments constituting or related to any Aircraft Financing;

(20)    Investments in connection with (i) the making or financing of any pre-delivery, progress or other similar payments relating to the acquisition or financing of, and (ii) any deposits, security deposits or maintenance reserves with respect to, engines, spare parts, aircraft, airframes or appliances, parts, components, instruments, appurtenances, furnishings or other equipment installed on such engines, spare parts, aircraft, airframes or any other related assets; and

(21)    Investments having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value other than a reduction for all returns of principal in cash and capital dividends in cash), when taken together with all Investments made pursuant to this clause (21) that are at the time outstanding, not to exceed 10.0% of the Consolidated Total Assets at the time of such Investment.

“Permitted Refinancing Subordinated Indebtedness” means any Subordinated Indebtedness incurred by Azul or any of its Subsidiaries in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, exchange, defease or discharge Subordinated Indebtedness of Azul or any of its Subsidiaries (other than Indebtedness owed to Azul or any of its Subsidiaries), including Permitted Refinancing Subordinated Indebtedness; provided that:

(1)    the aggregate principal amount (or accreted value, if applicable, or if issued with original issue discount, aggregate issue price, or, if greater, committed amount (only to the extent the committed amount could have been incurred on the date of initial incurrence)) of such Permitted Refinancing Subordinated Indebtedness does not exceed the principal amount (or accreted value, if applicable, or if issued with original issue discount, aggregate issue price or, if greater, committed amount (only to the extent the committed amount could have been incurred on the date of initial incurrence)) and premium payable on the Subordinated Indebtedness (plus the amount of accrued and unpaid interest or dividends on and the amount of all fees and expenses incurred in connection with the incurrence or issuance of, such Indebtedness) renewed, refunded, refinanced, replaced, exchanged, defeased or discharged;

(2)    such Permitted Refinancing Subordinated Indebtedness has final maturity date that is either (i) no earlier than the final maturity date of the Subordinated Indebtedness being renewed, refunded, refinanced, replaced, exchanged, defeased or discharged, or (ii) after the final maturity date of the Notes; and

(3)    such Permitted Refinancing Subordinated Indebtedness is subordinated in right of payment on terms (taken as a whole) at least as favorable to the Holders as those contained in the documentation governing such Subordinated Indebtedness being renewed, refunded, refinanced, replaced, exchanged, defeased or discharged.

“Person” means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity, including a government or political subdivision or an agency or instrumentality thereof.

“principal” of a Note means the principal amount of such Note (including any Additional Amounts payable by the Issuer in respect of such principal).

“Proceeding” has the meaning specified in Section 12.11(a).

“Process Agent” has the meaning specified in Section 12.11(a).

“purchase” has the meaning specified in Section 4.11(a)(iii).

“purchase date” has the meaning specified in Section 4.12.

“Qualified Capital Stock” means any Capital Stock that is not Disqualified Capital Stock and any warrants, rights or options to purchase or acquire Capital Stock that is not Disqualified Capital Stock that are not convertible into or exchangeable into Disqualified Capital Stock.

“Qualified Receivables Transaction” means any transaction or series of transactions entered into by Azul or any of its Subsidiaries pursuant to which Azul or any of its Subsidiaries sells, conveys or otherwise transfers to any Person, or grants a security interest in, any accounts receivable (whether now existing or arising in the future) of Azul or any of its Subsidiaries, and any assets related thereto including, without limitation, all Equity Interests and other investments in any Receivables Subsidiary, all collateral securing such accounts receivable, all contracts and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable.

“Rating Agency” means Standard & Poor’s, Fitch or Moody’s; or if Standard & Poor’s, Fitch or Moody’s are not making rating of the Notes publicly available, an internationally recognized U.S. rating agency or agencies, as the case may be, selected by the Issuer, which will be substituted for Standard & Poor’s, Fitch or Moody’s, as the case may be.

“Ratings Decline” means that at any time within 90 days (which period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by any of the Rating Agency) after the date of public notice of (i) a Change of Control, or of Azul’s intention or that of any Person to effect a Change of Control, the then-applicable rating of the Notes is decreased by (ii) if three Rating Agencies are making ratings of the Notes publicly available, at least two of the Rating Agencies or (iii) if two or fewer Rating Agencies are making ratings of the Notes publicly available, then each of the Rating Agencies, by one or more categories; provided that any such Ratings Decline results from a Change of Control.

“Reais” and “R$” each mean the lawful currency of Brazil.

“Receivables Subsidiary” means a Subsidiary of Azul or any of its Subsidiaries which engages in no activities other than in connection with a Qualified Receivables Transaction and which is designated by the Board of Directors of such Subsidiary as a Receivables Subsidiary; provided that (a) no portion of its Debt or any other obligations (contingent or otherwise) (i) is guaranteed by Azul or any of its Subsidiaries that is not a Receivables Subsidiary (other than comprising a pledge of the Capital Stock or other interests in such Receivables Subsidiary (an “incidental pledge”), and excluding any guarantees of obligations (other than the principal of, and interest on, Debt) pursuant to representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with a Qualified Receivables Transaction), (ii) is recourse to or obligates Azul or any of its Subsidiaries in any way other than through an incidental pledge or pursuant to representations, warranties, covenants, indemnities or other obligations that are usual and customary for a limited recourse financing in the applicable jurisdiction in connection with a Qualified Receivables Transaction or (iii) subjects any property or asset of Azul or any of its Subsidiaries that is not a Receivables Subsidiary (other than accounts receivable and related assets as provided in the definition of “Qualified Receivables Transaction”), directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with a Qualified Receivables Transaction, (b) with which neither Azul nor any of its Subsidiaries that is not a Receivables Subsidiary has any material contract, agreement, arrangement or understanding (other than pursuant to the Qualified Receivables Transaction) other than (i) on terms no less favorable to Azul or such Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of Azul, and (ii) fees payable in the ordinary course of business in connection with servicing accounts receivable and (c) with which neither Azul nor any of its Subsidiaries has any obligation to maintain or preserve such Subsidiary’s financial condition, other than a minimum capitalization in customary amounts, or to cause such Subsidiary to achieve certain levels of operating results.

“Record Date” means, when used with respect to the interest on the Notes payable on any Interest Payment Date, the March 15, June 15, September 15 and December 15 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date.

“Register” has the meaning specified in Section 2.03(a).

“Registrar” means UMB Bank, National Association, until a successor Registrar shall have become such pursuant to the applicable provisions of this Indenture, and, thereafter, “Registrar” shall mean such successor Registrar.

“Regulation S” means Regulation S under the Securities Act, as in effect from time to time.

“Regulation S Global Note” means one or more permanent Global Notes in definitive fully registered form without interest coupons representing Notes sold outside of the United States pursuant to Regulation S.

“Relevant Date” means, with respect to any payment on a Note, whichever is the later of: (i) the date on which such payment first becomes due; and (ii) if the full amount payable has not been received by the Trustee or a Paying Agent on or prior to such due date, the date on which notice is given to the Holders that the full amount has been received by the Trustee.

“Resolution” means a Board Resolution or a Managing Partner Resolution, as the case may be.

“Responsible Officer” means (i) with respect to the Trustee or any Agent, any officer of the Trustee or any Agent in Corporate Trust Administration with direct responsibility for the administration of this Indenture and the Notes, and (ii) with respect to the Issuer or any Guarantor, the Chair of the Board of Directors, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary, any Director, any Manager, any Managing Member, any Vice-President, any attorney-in-fact or any other person duly appointed to perform corporate duties of the Issuer or such Guarantor.

“Restricted Global Note” means one or more permanent Global Notes in definitive fully registered form without interest coupons sold to “qualified institutional buyers” (as such term is defined in Rule 144A) pursuant to Rule 144A.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Payments” has the meaning specified in Section 4.11(a)(iv).

“Rule 144A” means Rule 144A under the Securities Act, as in effect from time to time.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Securities Act Legend” means the following legend, printed in capital letters:

THIS NOTE AND THE GUARANTEES HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER AGREES THAT IT WILL NOT OFFER, RESELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE EXCEPT (1) (A) TO THE ISSUER, EITHER GUARANTOR OR ANY OF THEIR RESPECTIVE SUBSIDIARIES, (B) TO PERSONS REASONABLY BELIEVED TO BE A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER (IF AVAILABLE) OR ANOTHER AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS OTHER THAN RULE 144A OR REGULATION S, OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (2) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER SECURITIES ACT.

“SGX-ST” means Singapore Exchange Securities Trading Limited.

“Significant Subsidiary” means Azul Linhas and any other Subsidiary of Azul (or any successor) which at the time of determination either (a) had assets which, as of the date of Azul’s (or such successor’s) most recent quarterly consolidated balance sheet, constituted at least 10% of Azul’s (or such successor’s) total assets on a consolidated basis as of such date, or (b) had revenues for the 12-month period ending on the date of Azul’s (or such successor’s) most recent quarterly consolidated statement of income which constituted at least 10% of Azul’s (or such successor’s) total revenues on a consolidated basis for such period.

“Standard & Poor’s” means S&P Global Ratings, a division of S&P Global Inc., and any successor to its rating agency business.

“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the Holder thereof upon the happening of any contingency unless such contingency has occurred).

“Subordinated Indebtedness” means Debt of Azul or any of its Subsidiaries that is contractually subordinated in right of payment to the Notes and the Note Guarantees.

“Subsidiary” means, in respect of any specified Person, any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of Capital Stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person.

“Substituted Issuer” has the meaning specified in Section 11.01.

“Tax” means any and all present or future taxes, levies, imposts, duties, assessments, fees, charges, deductions, withholdings or other taxes of a similar nature imposed by any Governmental Authority, including any interest, additions to tax, fines or penalties applicable thereto.

“Taxing Jurisdiction” has the meaning specified in Section 4.06(a).

“Transfer Agent” means UMB Bank, National Association and any other Person authorized by the Issuer to effectuate the exchange or transfer of any Note on behalf of the Issuer hereunder.

“Treasury Rate” means, with respect to any redemption date, the yield determined by the Issuer in accordance with the following two paragraphs:

(1)    The Treasury Rate shall be determined by the Issuer after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the relevant redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) – H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading). In determining the Treasury Rate, the Issuer shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the relevant redemption date to the Initial Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Initial Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the relevant redemption date.

(2)    If on the third Business Day preceding the relevant redemption date H.15 or any successor designation or publication is no longer published, the Issuer shall calculate the Treasury Rate based on the rate per annum equal to the quarterly equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Initial Call Date. If there is no United States Treasury security maturing on the Initial Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Initial Call Date, one with a maturity date preceding the Initial Call Date and one with a maturity date following the Initial Call Date, the Issuer shall select the United States Treasury security with a maturity date preceding the Initial Call Date. If there are two or more United States Treasury securities maturing on the Initial Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Issuer shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semiannual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

“Trust Indenture Act” means the U.S. Trust Indenture Act of 1939, as amended.

“Trustee” means UMB Bank, National Association, until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture and, thereafter, “Trustee” shall mean such successor Trustee.

“United States” and “U.S.” means the United States of America (including the States thereof and the District of Columbia) and its territories, its possessions and other areas subject to its jurisdiction.

“USA Patriot Act” has the meaning specified in Section 12.18.

“U.S. Dollars” and “U.S.$” each mean the lawful currency of the United States.

“U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States is pledged and which are not callable at the issuer’s option.

“Voting Stock” means, with respect to any Person, Capital Stock of any class or kind ordinarily having the power to vote for the election of directors, managers or other voting members of the governing body of such Person.

“Wholly-Owned Subsidiary” means a Subsidiary all of the Capital Stock of which (other than directors’ qualifying shares) is owned by Azul or another Wholly-Owned Subsidiary.

Section 1.02. Rules of Construction.

(a) For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(i)the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;

(ii)the words “herein”, “hereof’ and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision;

(iii)“or” shall be disjunctive but is not exclusive;

(iv)“including” means including, without limitation; and

(v)any reference to an “Article”, a “Section” or an “Exhibit” refers to an Article, a Section or an Exhibit, as the case may be, of this Indenture.

(b)All accounting terms not otherwise defined herein shall have the meanings assigned to them in accordance with IFRS.

(c)For purposes of the definitions set forth in Article 1 and this Indenture generally, all calculations and determinations shall be made in accordance with IFRS and shall be based upon the consolidated financial statements of Azul and its Subsidiaries prepared in accordance with IFRS.

Section 1.03. Table of Contents; Headings.

The table of contents and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

Section 1.04. Form of Documents Delivered to Trustee.

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an Officer of the Issuer or the Guarantors may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an Officer or Officers of the Issuer or the Guarantors stating that the information with respect to such factual matters is in the possession of the Issuer or the Guarantors, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Section 1.05. Communications by Holders with other Holders.

(a) Holders may communicate with other Holders of Notes with respect to their rights under this Indenture and the Notes pursuant to Section 312(b) of the Trust Indenture Act. The Issuer, the Guarantors, the Trustee and any and all other persons benefitted by this Indenture shall have the protection afforded by Section 312(c) of the Trust Indenture Act.

(b)(i) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in Person or by agents duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer or the Guarantors. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Issuer or the Guarantors, if made in the manner provided in this Section 1.05.

(ii)The Trustee may make reasonable rules for action by or at a meeting of Holders, which will be binding on all the Holders.

(c)The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee reviewing such instrument or writing deems sufficient.

(d)The principal amount and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Register.

(e)If the Issuer or any Guarantor solicits from the Holders of Notes any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer or such Guarantor may, at its option, by or pursuant to a Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer or such Guarantor shall not have any obligation to do so. Such record date shall be the record date specified in or pursuant to such Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the date such solicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Notes shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date.

(f)Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Issuer or the Guarantors in reliance thereon, whether or not notation of such action is made upon such Note.

ARTICLE 2

THE NOTES

Section 2.01. Form and Dating.

The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Note set forth in Exhibit A, which is hereby incorporated in and expressly made a part of this Indenture. The Notes may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such notations, legends or endorsements as may be required to comply with any law, stock exchange rule, agreement to which the Issuer is subject, if any, or usage, provided that any such notation, legend or endorsement is in a form acceptable to the Issuer.

Each Global Note representing the Notes shall be dated the Issue Date. Each definitive certificated Note (“Certificated Note”) and Global Note shall be dated the date of its authentication.

The Notes shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any stock exchange on which the Notes may be listed, if any, all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

Section 2.02. Execution, Authentication and Delivery.

(a) One Officer of the Issuer shall sign the Notes for the Issuer by manual or facsimile signature.

(i)If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless.

(ii)A Note shall not be valid until an authorized signatory of the Trustee or an authenticating agent electronically or manually signs the certificate of authentication on the Note upon Issuer Order. Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Such Issuer Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated.

(iii)The Trustee or an authenticating agent shall authenticate and deliver Notes on the Issue Date in an aggregate principal amount of U.S.$370,490,204 upon an Issuer Order.

(iv)The Notes shall be issued in fully registered form without coupons attached in minimum denominations of U.S.$200,000 and integral multiples of U.S.$1.00 in excess thereof (each, an “Authorized Denomination”).

(b)The Trustee may appoint an authenticating agent, with a copy of such appointment to the Issuer, to authenticate the Notes (the “Authenticating Agent”). Unless limited by the terms of such appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by an Authenticating Agent. An Authenticating Agent has the same rights as the Registrar or any Transfer Agent or Paying Agent or agent for service of notices and demands.

(i)Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business (and this transaction in particular) of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation.

(ii)Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and the Issuer. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. Upon receiving such notice of resignation or upon such a termination, the Trustee may appoint a successor Authenticating Agent reasonably acceptable to the Issuer and shall give written notice of such appointment to the Issuer.

(iii)The Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services and reimbursement for its reasonable expenses relating thereto.

(iv)For so long as the Notes are listed on the SGX-ST and the rules of the SGX-ST so require, upon any issuance of individual definitive Notes, the Issuer will appoint and maintain a Paying Agent in Singapore where such individual definitive Notes may be presented or surrendered for payment or redemption. In the event that any Global Note is exchanged for individual definitive Notes, the Issuer shall procure that an announcement is made through the SGX-ST that will include all material information with respect to the delivery of the individual definitive Notes, including details of the Paying Agent in Singapore and where the individual definitive Notes may be presented or surrendered for payment or redemption. The Issuer will provide prompt notice of the termination, appointment or change in the office of any Paying Agent in Singapore acting in connection with the Notes.

Section 2.03. Transfer Agent, Registrar and Paying Agent.

(a) Subject to such reasonable regulations as the Issuer may prescribe, the books of the Issuer for the exchange, registration, and registration of transfer of Notes shall be kept at the office of the Registrar (such books maintained in such office and in any other office or agency designated for such purpose being herein referred to as the “Register”). The Issuer shall also cause the Trustee to maintain books for the exchange, registration and registration of transfer of Notes. The Trustee shall notify the Registrar and the Registrar shall notify the Trustee, when necessary, upon any exchange, registration or registration of transfer of any Notes and shall cause their respective books to be amended accordingly. The Issuer may have one or more co-registrars and one or more additional Transfer Agents or Paying Agents. The terms “Transfer Agent” and “Paying Agent” include any additional transfer agent or paying agent, as the case may be. The term “Registrar” includes any co-registrar.

(b)The Issuer shall enter into any appropriate agency agreements with any Registrar, Transfer Agent or Paying Agent not a party to this Indenture, which shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee may act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.06. The Issuer initially appoints the Trustee as Registrar, Transfer Agent and Paying Agent in connection with the Notes.

(c)The Registrar shall keep a record of all the Notes and shall make such record available during regular business hours for inspection upon the request of the Issuer provided a reasonable amount of time prior to such inspection. Such books and records shall include notations as to whether such Notes have been redeemed, or otherwise paid or cancelled, and, in the case of mutilated, destroyed, defaced, stolen or lost Notes, whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced, and the Notes issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so cancelled and the date on which such Note was cancelled. Each Transfer Agent shall notify the Trustee and the Registrar of any transfers or exchanges of Notes effected by it. The Registrar shall not be required to register the transfer of or exchange Certificated Notes for a period of 15 days preceding any date of selection of Notes for redemption, or register the transfer of or exchange any Certificated Notes previously called for redemption.

(d)All Notes surrendered for payment, redemption, registration of transfer or exchange shall be cancelled by the relevant Transfer Agent or Paying Agent, Registrar or the Trustee, as the case may be. Each Registrar, Paying Agent and Transfer Agent shall notify the Trustee of the surrender and cancellation of such Notes and shall deliver such Notes to the Trustee. The Trustee may destroy or cause to be destroyed all such Notes surrendered for payment, redemption, registration of transfer or exchange and, if so destroyed, shall, upon the instructions of the Issuer, promptly deliver a certificate of destruction to the Issuer.

(e)The Paying Agent shall comply with applicable backup withholding tax and information reporting requirements under the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and the U.S. Treasury Regulations promulgated thereunder with respect to payments made under the Notes (including, to the extent required, the collection of U.S. Internal Revenue Service Forms W-8 and W-9 and the filing of U.S. Internal Revenue Service Forms 1099 and 1096).

Section 2.04. Paying Agent to Hold Money in Trust.

By 10:00 a.m. (New York time), no later than one Business Day prior to each Payment Date on any Note, the Issuer (or either Guarantor pursuant to its guarantee) shall deposit with the Paying Agent in immediately available funds a sum sufficient to pay such principal and interest when so becoming due (including any amounts under Section 4.06). The Issuer shall request that the bank through which such payment is to be made agree to supply to the Paying Agent by 10:00 a.m. (New York time) two Business Days prior to the due date from any such payment an irrevocable confirmation (by facsimile) of its intention to make such payment. The Issuer shall require the Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust, for the benefit of Holders or the Trustee, all money held by the Paying Agent for the payment of principal and interest on the Notes and shall notify the Trustee of any default by the Issuer in making any such payment. The Issuer at any time may require the Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by it. Upon complying with this Section 2.04, the Paying Agent shall have no further liability for the money delivered to the Trustee.

Each payment in full of principal, redemption amount, Additional Amounts and/or interest payable under the Notes and this Indenture in respect of any Note made by or on behalf of the Issuer or either Guarantor to or to the order of the Paying Agent in the manner specified herein or in the Notes on the date due shall be valid and effective to satisfy and discharge the obligation of the Issuer or either Guarantor, as the case may be, to make payment of principal, redemption amount, Additional Amounts and/or interest payable hereunder and under the Notes on such date, provided, however, that the liability of the Paying Agent hereunder shall not exceed any amounts paid to it by the Issuer or either Guarantor, as the case may be, or held by it, on behalf of the Holders hereunder.

Section 2.05. Payment of Principal and Interest; Principal and Interest Rights Preserved.

(a)Except as otherwise provided herein for the redemption of the Notes, the payment of principal of or interest on the Notes shall be allocated on a pro rata basis among all Outstanding Notes, without preference or priority of any kind among the Notes.

(b)Final payments in respect of any Note (whether upon redemption, declaration of acceleration or otherwise) shall be made only against presentation and surrender of such Note at the Corporate Trust Office, at the offices of the Trustee and, subject to any fiscal or other laws and regulations applicable thereto, at the specified offices of any other Paying Agent appointed by the Issuer.

(c)Payment of the principal of any Note on a relevant Payment Date shall be made to the Person in whose name such Note is registered in the Register at the close of business on the fifteenth day (whether or not a Business Day) immediately preceding such Payment Date, by U.S. Dollar check drawn on a bank in The City of New York and mailed to the Person entitled thereto at its address as it appears on the Register, or by wire transfer to a U.S. Dollar account maintained by the payee with a bank in The City of New York, provided that such Holder so elects by giving written notice to such effect designating such account, upon application to the Trustee at least 15 days prior to such Payment Date.

(d)Payment of interest on each Interest Payment Date with respect to any Note shall be made to the Person in whose name such Note is registered on the Record Date immediately preceding such Interest Payment Date by wire or by U.S. Dollar check drawn on a bank in The City of New York and delivered to the Person entitled thereto at its address as it appears on the Register, or by wire transfer to a U.S. Dollar account maintained by the payee with a bank in The City of New York, provided that the Holder so elects by giving written notice to such effect designating such account, which is received by the Trustee or a Paying Agent no later than the Record Date immediately preceding such Interest Payment Date. Unless such designation is revoked, any such designation made by such Holder with respect to such Note shall remain in effect with respect to any future payments with respect to such Note payable to such Holder. The Issuer shall pay any administrative costs imposed by banks in connection with making payments by wire transfer.

If the Payment Date in respect of any Note is not a business day at the place in which it is presented for payment, the Holder thereof shall not be entitled to payment of the amount due until the next succeeding business day at such place and shall not be entitled to any further interest or other payment in respect of any such delay.

Notwithstanding the provisions of this Section 2.05, payments on Notes registered in the name of DTC or its nominee in the form of Global Notes shall be effected in accordance with the Applicable Procedures.

Section 2.06 Holder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable, the most recent list available to it of the names and addresses of Holders. If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee in writing, at least ten Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders. At the Issuer’s written request, the Trustee shall provide the Issuer with the names and addresses of each Holder of a Certificated Note, if any.

Section 2.07 Transfer and Exchange.

(a) Interests in the Regulation S Global Note and the Restricted Global Note shall be exchangeable or transferable, as the case may be, for physical delivery of Certificated Notes if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within 90 days, or (ii) an Event of Default has occurred and is continuing with respect to such Notes, provided that such transfer or exchange is made in accordance with the provisions of this Indenture and the Applicable Procedures.

Upon receipt of notice by DTC or the Trustee, as the case may be, regarding the occurrence of any of the events described in the preceding paragraph, the Issuer shall use its best efforts to make arrangements with DTC for the exchange of interests in the Global Notes for individual Certificated Notes, and cause the requested individual Certificated Notes to be executed and delivered to the Trustee in sufficient quantities and authenticated by the Trustee for delivery to Holders. In the case of Certificated Notes issued in exchange for the Restricted Global Note, such Certificated Notes shall bear the Securities Act Legend. Upon the registration of transfer, exchange or replacement of Notes bearing such Securities Act Legend, or upon specific request for removal of the Securities Act Legend on a Note, the Issuer shall deliver only Notes that bear such Securities Act Legend, or shall refuse to remove such Securities Act Legend, as the case may be, unless there is delivered to the Issuer a certificate in the form of Exhibit C or Exhibit E, as the case may be, or such satisfactory evidence as may reasonably be required by the Issuer, which may include an Opinion of Counsel, that neither the Securities Act Legend nor the restrictions on transfer set forth therein are required to ensure compliance with the provisions of the Securities Act. The Trustee shall exchange a Note bearing the Securities Act Legend for a Note not bearing such Securities Act Legend only if it has been directed to do so in writing by the Issuer, upon which direction it may conclusively rely.

(b)On or prior to the 40th day after the Issue Date, transfers by a DTC participant which is an owner of a beneficial interest in the Regulation S Global Note to a transferee who takes delivery of such interest through the Restricted Global Note shall be made only in Authorized Denominations in accordance with the Applicable Procedures and upon receipt by the Trustee or Transfer Agent of a written certification from the transferor of the beneficial interest in the form of Exhibit D to the effect that such transfer is being made to a Person who the transferor reasonably believes is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After such 40th day, such certification requirement shall no longer apply to such transfers.

(c)Transfers by a Holder of a Certificated Note bearing the Securities Act Legend or by a DTC participant of a beneficial interest in the Restricted Global Note to a transferee who takes delivery of such interest through the Regulation S Global Note or in the form of a Certificated Note not bearing the Securities Act Legend shall be made only in Authorized Denominations upon receipt by the Trustee or Transfer Agent of a written certification from the transferor in the form of Exhibit C to the effect that such transfer is being made in accordance with Regulation S.

Beneficial interests in the Global Notes shall be shown on, and transfers thereof shall be effected only through records maintained by DTC and its direct and indirect participants, including Euroclear and Clearstream, Luxembourg.

Transfers between participants in Euroclear and Clearstream, Luxembourg shall be effected in the ordinary way in accordance with Applicable Procedures.

(d)Certificated Notes may be exchanged or transferred in whole or in part in the principal amount of Authorized Denominations by surrendering such Certificated Notes at the office of the Trustee or any Transfer Agent with a written instrument of transfer as provided in this Indenture in the form of Exhibit B hereto duly executed by the Holder thereof or his attorney duly authorized in writing.

In exchange for any Certificated Note properly presented for transfer, the Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered at the Corporate Trust Office, to the transferee, or send by mail (at the risk of the transferee) to such address as the transferee may request, a Certificated Note or Notes, as the case may require, registered in the name of such transferee, for the same aggregate principal amount as was transferred. In the case of the transfer of any Certificated Note in part, the Trustee shall also promptly authenticate and deliver or cause to be authenticated and delivered at the Corporate Trust Office, to the transferor, or send by mail (at the risk of the transferor) to such address as the transferor may request, a Certificated Note or Notes, as the case may require, registered in the name of such transferor, for the aggregate principal amount that was not transferred. No transfer of any Notes shall be made unless the request for such transfer is made by the registered Holder or his attorney duly authorized in writing at the Corporate Trust Office and is accompanied by a completed instrument of transfer in the form of Exhibit B attached to the Note presented for transfer.

(e)Transfer, registration and exchange of any Note or Notes shall be permitted and executed as provided in this Section 2.07 without any charge to the Holder of any such Note or Notes other than any taxes or governmental charges or insurance charges payable on transfers or any expenses of delivery by other than regular mail, but subject to such reasonable regulations as the Issuer, the Registrar and the Trustee may prescribe.

The costs and expenses of effecting any exchange or registration of transfer pursuant to the foregoing provisions, except for the expense of delivery by other than regular mail (if any) and except for the payment of a sum sufficient to cover any tax or other governmental charges or insurance charges that may be imposed in relation thereto, shall be borne by the Issuer.

All Certificated Notes issued upon any exchange or registration of transfer of Notes shall be valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits, as the Notes surrendered upon exchange or registration of transfer.

(f)The Trustee or the Transfer Agent shall effect transfers of Global Notes and Certificated Notes. In addition, the Registrar shall keep the Register for the ownership, exchange and registration of transfer of any Notes. The Transfer Agent shall give prompt notice to the Registrar and the Registrar shall likewise give prompt notice to the Trustee of any exchange or registration of transfer of such Notes. Neither the Trustee nor any Transfer Agent shall register the exchange or the transfer of any Global Note or Certificated Note (or any portion of a Certificated Note) during the period of 15 days ending on the Record Date. The Trustee shall give prompt notice to the Issuer of any replacement, transfer, cancellation or destruction of the Notes.

(g)Upon any such exchange or registration of transfer of all or a portion of any Global Note for a Certificated Note or an interest in either the Restricted Global Note or the Regulation S Global Note for an interest in the other Global Note, the Global Note to be so exchanged shall be marked to reflect the reduction of its principal amount by the aggregate principal amount of such Certificated Note or the interest to be so exchanged for an interest in a Regulation S Global Note or a Restricted Global Note, as the case may be. Until so exchanged in full, the Note shall in all respects be entitled to the same benefits under this Indenture as the Notes authenticated and delivered hereunder.

Section 2.08. Replacement Notes.

If any Note at any time becomes mutilated, defaced, destroyed, stolen or lost, such Note may be replaced at the cost of the applicant (including reasonable legal fees of the Issuer, the Trustee, the Transfer Agents, the Registrar and the Paying Agents) at the office of the Trustee or any Transfer Agent, upon provision of, in the case of destroyed, stolen or lost Notes, evidence satisfactory to the Trustee and the Issuer that such Note was destroyed, stolen or lost, together with such indemnity as the Trustee and the Issuer may require. Mutilated or defaced Notes must be surrendered before replacements shall be issued.

Each Note authenticated and delivered in exchange for or in lieu of any such Note shall carry rights to accrued and unpaid interest and to interest to accrue equivalent to the rights that were carried by such Note before such Note was mutilated, defaced, destroyed, stolen or lost.

Every replacement Note is an additional obligation of the Issuer and shall be entitled to the benefits of this Indenture.

Section 2.09. Temporary Notes.

Subject to the provisions of Section 2.07(a), until Certificated Notes are ready for delivery, the Issuer may prepare and the Trustee shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of Certificated Notes but may have variations that the Issuer considers appropriate for temporary Notes. As necessary, the Issuer shall prepare and the Trustee shall authenticate Certificated Notes and deliver them in exchange for temporary Notes at the office or agency of the Issuer or the Trustee, without charge to the Holder. Until so exchanged, the temporary Notes shall be entitled to the same benefits under this Indenture as Certificated Notes.

Section 2.10. Cancellation.

The Issuer at any time may deliver Notes to the Trustee for cancellation. The Transfer Agent and the Paying Agent shall forward to the Trustee any Notes surrendered to them for transfer, exchange or payment. The Trustee or Paying Agent and no one else shall cancel and the Trustee shall destroy in accordance with its customary procedures (subject to the record-retention requirements of the Exchange Act) all Notes surrendered for transfer, exchange, payment or cancellation and, if so destroyed, upon written instructions from the Issuer deliver a certificate of such destruction to the Issuer unless the Issuer directs the Trustee in writing to deliver cancelled Notes to the Issuer. The Issuer may not issue new Notes to replace Notes it has redeemed, paid or delivered to the Trustee for cancellation. A Note does not cease to be Outstanding because the Issuer, either Guarantor or any of their respective Affiliates holds such Note, except that such Note will not be deemed to be Outstanding for voting purposes pursuant to and in accordance with the definition of “Outstanding” in Section 1.01.

Section 2.11. Defaulted Interest.

If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay the defaulted interest (plus interest on such defaulted interest at the rate specified in Section 4.01 to the extent lawful) in any lawful manner not inconsistent with the requirements of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, if, after written notice given by the Issuer to the Trustee of the proposed payment pursuant to this Section 2.11, such manner of payment shall be deemed practicable by the Trustee.

The Issuer may pay the defaulted interest to the Persons who are Holders on a subsequent special record date, which date shall be at least five Business Days prior to the payment date of such defaulted interest. The Issuer shall fix or cause to be fixed any such special record date and payment date, and, at least 15 days before any such special record date, the Issuer shall deliver to each Holder, with a copy to the Trustee, a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

Section 2.12. CUSIP, ISIN and Common Code Numbers.

The Issuer in issuing the Notes may use CUSIP, ISIN and Common Code numbers (if then generally in use) and, if so, the Trustee shall use CUSIP, ISIN and Common Code numbers in notices as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice and that reliance may be placed only on the other identification numbers printed on the Notes, and any such notice shall not be affected by any defect in or omission of such numbers. The Issuer shall promptly notify the Trustee, in writing, of any change in CUSIP, ISIN or Common Code numbers.

Section 2.13. Open Market Purchases.

The Issuer or its Affiliates may at any time purchase Notes in the open market or otherwise at any price agreed with the Holder of the Notes to be purchased. Any such purchased Notes may not be resold, except in compliance with applicable requirements or exemptions under the relevant securities laws.

Section 2.14. Prohibition on Issuance of Additional Notes.

Without prejudice to the provisions of this Indenture governing the transfer, exchange or replacement of Notes, after the Issue Date, the Issuer shall not be permitted to issue any additional principal amount of Notes that are fungible with the Notes issued on the Issue Date.

Section 2.15 One Class of Notes.

The Notes shall vote and consent together on all matters as one class; and none of the Notes shall have the right to vote or consent as a separate class on any matter. The Notes shall together be deemed to constitute a single class or series for all purposes, under this Indenture.

ARTICLE 3

REDEMPTION

Section 3.01. Right of Redemption.

(a)Except as described in this Section 3.01 and Paragraph 8 of the form of Note set forth in Exhibit A, the Notes may not be redeemed prior to Maturity.

(b)Optional Redemption Without Make-Whole Premium. On or after June 30, 2026 (the “Initial Call Date”), the Issuer or any successor of the Issuer may, at its option, redeem the Notes, in whole or in part, at the following redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest to, but excluding, the redemption date and Additional Amounts, if any, on the Notes redeemed to the applicable redemption date, if redeemed during the twelve-month period beginning on June 30 of the years indicated below, subject to the rights of holders of the Notes on the relevant record date to receive interest on the relevant Interest Payment Date:

Year	Percentage
2026	103.750%
2027	101.875%
2028 (and thereafter):	100.000%

(c)Optional Redemption With Make-Whole Premium. Prior to the Initial Call the Date, the Issuer or any successor of the Issuer may, at its option, redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount of the Notes to be redeemed and rounded to three decimal places) equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes were redeemed on the Initial Call Date at the applicable redemption price for such date set forth in the table under Section 3.01(b)) on a quarterly basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points less (b) interest accrued to the redemption date; and (2) 100% of the principal amount of the Notes to be redeemed; plus, in either case, accrued and unpaid interest thereon, and any additional amounts, if any, to the redemption date.

(d)Optional Redemption with Proceeds from Equity Offerings. On or prior to the third anniversary of the Issue Date, the Issuer or any successor of the Issuer may, at its option, on any one or more occasions redeem up to 35% of the outstanding aggregate principal amount of the Notes using the Net Cash Proceeds of one or more Equity Offerings at a redemption price equal to 107.500% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to but excluding the redemption date and additional amounts, if any (subject to the right of holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date); provided that: (i) at least 65% of the aggregate principal amount of the Notes remains outstanding after each such redemption; and (ii) such redemption occurs within 90 days after the closing of such Equity Offering.

(e)Optional Redemption Upon a Tax Event. If, as a result of any change in or amendment to the tax laws (or any rules or regulations thereunder) of a Taxing Jurisdiction, or any amendment to or change in an official interpretation, administration or application of such laws, rules or regulations, or any treaties or related agreements relating to or affecting taxation to which the Taxing Jurisdiction is a party (including a holding by a court of competent jurisdiction), which change or amendment becomes effective or, in the case of a change in official position, is announced on or after the Issue Date (or if the Taxing Jurisdiction became a Taxing Jurisdiction on a later date, such later date), (i) the Issuer or any successor to the Issuer has or will become obligated to pay Additional Amounts or (ii) any of the Guarantors or any successor to any of the Guarantors has or will become obligated to pay Additional Amounts, in each case, in excess of the Additional Amounts, if any, that would have been payable on the date that the relevant Taxing Jurisdiction became a Taxing Jurisdiction, the Issuer or any successor to the Issuer may, at its option, redeem all, but not less than all, of the Notes, at a redemption price equal to 100% of their principal amount, together with accrued and unpaid interest to but excluding the date fixed for redemption (including any Additional Amounts which are then payable), upon publication of irrevocable notice to Holders not less than 10 days nor more than 60 days prior to the date fixed for redemption. No notice of such redemption may be given earlier than 60 days prior to the earliest date on which the Issuer, the Guarantors or a successor to the foregoing would, but for such redemption, become obligated to pay any such Additional Amounts were payment then due. For the avoidance of doubt, the Issuer or any successor to the Issuer shall not have the right to so redeem the Notes unless (a) it is or will become obligated to pay such Additional Amounts or (b) any of the Guarantors or any successor to any of the Guarantors is or will become obligated to pay such Additional Amounts. Notwithstanding the foregoing, the Issuer or any successor to the Issuer shall not have the right to so redeem the Notes unless it has taken reasonable measures (including without limitation, using reasonable measures to cause payment on the Notes to be made through a paying agent in a different jurisdiction or by the Issuer, its successor or another Subsidiary of Azul) to avoid the obligation to pay Additional Amounts. For the avoidance of doubt, reasonable measures do not include changing the jurisdiction of incorporation of the Issuer or any successor of the Issuer.

In the event that the Issuer or any successor elects to so redeem the Notes pursuant to this Section 3.01(e), it will deliver to the Trustee: (i) a certificate, signed in the name of the Issuer or any successor to the Issuer by any two of its executive officers or by its attorney-in-fact in accordance with its bylaws, stating that the Issuer or any successor to the Issuer is entitled to redeem the Notes pursuant to their terms and setting forth a statement of facts showing that the condition or conditions precedent to the right of the Issuer or any successor to the Issuer to so redeem have occurred or been satisfied and that such obligation cannot be avoided by taking reasonable measures to avoid such obligation (including, without limitation, by causing payment on the Notes to be made through a paying agent in a different jurisdiction or by a Subsidiary of Azul); and (ii) an Opinion of Counsel to the effect that (1) the Issuer or any successor to the Issuer has or will become obligated to pay Additional Amounts or the Guarantors or any successor to the Guarantors is or will become obligated to pay Additional Amounts in either case in excess of the additional amounts, if any, that would have been payable on the date that the relevant Taxing Jurisdiction became a Taxing Jurisdiction, (2) such obligation is the result of a change in or amendment to the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction, as described above and (3) that all governmental requirements necessary for the Issuer or any successor to the Issuer to effect the redemption have been complied with.

Section 3.02. Applicability of Article.

Redemption of Notes at the option of the Issuer, as permitted by Section 3.01 or required by any provision of this Indenture, shall be made in accordance with such provision and this Article 3.

Section 3.03 Election to Redeem; Notice to Trustee.

The election of the Issuer to redeem the Notes pursuant to Section 3.01(b), Section 3.01(c), Section 3.01(d), or Section 3.01(e) shall be evidenced by a Resolution. In case of any redemption of Notes at the election of the Issuer, the Issuer shall, at least 5 days before a notice of redemption is required to be sent or caused to be sent to Holders pursuant this Section 3.03 (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee in writing of such redemption date.

Section 3.04. Notice of Redemption by the Issuer.

In the case of redemption of Notes pursuant to Section 3.01(b), Section 3.01(c), Section 3.01(d), or Section 3.01(e), notice of redemption shall be delivered at least 10 days, but not more than 60 days, before the redemption date to each Holder of any Note to be redeemed by first-class mail at its registered address, or otherwise in accordance with the procedures of DTC, and such notice shall be irrevocable.

The notice shall state:

(i)the redemption date;

(ii)the redemption price;

(iii)the name and address of the Paying Agents;

(iv)that Notes called for redemption must be surrendered to a Paying Agent to collect the redemption price;

(v)that, unless the Issuer defaults in making such redemption payment or the Paying Agent is prohibited from making such payment pursuant to the terms of this Indenture, interest on Notes or portions thereof called for redemption ceases to accrue on and after the redemption date;

(vi)the paragraph of the Notes pursuant to which the Notes called for redemption are being redeemed;

(vii)the CUSIP, ISIN and Common Code number, if any;

(viii)that no representation is made as to the correctness or accuracy of the CUSIP, ISIN and Common Code number, if any, listed in such notice or printed on the Notes; and

(ix)any conditions precedent to such redemption.

At the Issuer’s election and at its request, made in writing to the Trustee at least 15 Business Days before a date for redemption of Notes, the Trustee shall give the notice of redemption in the Issuer’s name and at the Issuer’s expense; provided that the Issuer shall deliver to the Trustee, at least 10 days prior to the redemption date, an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

Section 3.05. Deposit of Redemption Price.

By 10:00 a.m. (New York time), no later than one Business Day prior to the redemption date, the Issuer shall deposit with the Paying Agent money sufficient to pay the redemption price of and accrued and unpaid interest on the Notes other than Notes that have been delivered by the Issuer to the Trustee at least 10 days prior to the redemption date for cancellation. The Issuer shall request that the bank through which such payment is to be made agree to supply to the Paying Agent by 10:00 a.m. (New York time) two Business Days prior to the due date from any such payment an irrevocable confirmation (by facsimile) of its intention to make such payment.

Section 3.06. Effect of Notice of Redemption.

Notice of redemption having been given as aforesaid, the Notes shall, on the redemption date, become due and payable at the applicable redemption price (together with accrued and unpaid interest, if any, to the redemption date), and from and after such date (except in the event of a default in the payment of the redemption price and accrued and unpaid interest) such Notes shall cease to bear interest. Upon surrender of any such Note for redemption in accordance with such notice, such Note shall be paid by the Issuer at the redemption price, together with accrued and unpaid interest, if any, to the redemption date; provided, however, that installments of interest whose Payment Date is on or prior to the redemption date shall be payable to the Holders of such Notes registered as such at the close of business on the relevant Record Dates according to their terms.

If any Note to be redeemed shall not be so paid upon surrender thereof in accordance with the Issuer’s instructions for redemption, the principal shall, until paid, bear interest from the redemption date at the rate borne by the Notes. Upon surrender to the Paying Agent, such Notes shall be paid at the applicable redemption price, plus accrued and unpaid interest to the redemption date; provided, however, that installments of interest payable on or prior to the redemption date shall be payable to the Holders of such Notes registered as such at the close of business on the relevant Record Date according to their terms.

Section 3.07. Notes Redeemed In Part.

Upon surrender of a Note that is redeemed in part, the Issuer shall execute and the Trustee shall authenticate for the Holder thereof (at the Issuer’s expense) a new Note, equal in a principal amount to the unredeemed portion of the Note surrendered; provided that each new Note shall be in a principal amount of U.S.$200,000 or an integral multiple of U.S.$1.00 in excess thereof.

For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to redemption of Notes shall relate, in the case of any Note redeemed or to be redeemed only in part, to the portion of the principal amount of such Note which has been or is to be redeemed.

ARTICLE 4

COVENANTS

Section 4.01. Payment of Principal and Interest Under the Notes.

The Issuer shall punctually pay the principal of and interest on the Notes on the dates and in the manner provided in the form of Note set forth as Exhibit A. By 10:00 a.m. (New York time), no later than one Business Day prior to any Payment Date, the Issuer shall irrevocably deposit with the Trustee or with the Paying Agent money sufficient to pay such principal and interest.

The Issuer shall pay interest on overdue principal or installments of interest, to the extent lawful, at the rate borne by the Notes plus 2% per annum.

No interest shall be payable hereunder in excess of the maximum rate permitted by applicable law.

Section 4.02. Maintenance of Office or Agency.

The Issuer shall maintain in each place of payment for the Notes an office or agency where Notes may be presented or surrendered for payment and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Corporate Trust Office of the Trustee shall be such office or agency of the Issuer, unless the Issuer shall designate and maintain some other office or agency for one or more of such purposes. The Issuer shall give prompt written notice to the Trustee of any change in the location of any such office or agency. If at any time the Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Issuer hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.

Section 4.03. Money for Note Payments to Be Held in Trust.

If the Issuer shall at any time act as its own Paying Agent, it shall, on or before each due date of principal of or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and shall promptly notify the Trustee of its action or failure so to act.

Whenever the Issuer shall have one or more Paying Agents for the Notes, it shall, on or before each due date of principal of or interest on any Notes, irrevocably deposit with a Paying Agent a sum sufficient to pay such principal and interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal or interest, and (unless such Paying Agent is the Trustee) the Issuer shall promptly notify the Trustee in writing of such action or any failure so to act.

Each Paying Agent, subject to the provisions of this Section 4.03, shall:

(i)hold all sums held by it for the payment of principal of or interest on Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein; provided, however, such sums need not be segregated from other funds held by it, except as required by law;

(ii)give the Trustee written notice of any Default by the Issuer (or any other obligor upon the Notes) in the making of any payment of principal or interest; and

(iii)at any time during the continuance of any such Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent.

The Issuer shall cause the Paying Agent to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee to act as a Paying Agent in accordance with this Section 4.03.

The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Issuer Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such sums.

Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of principal of or interest on any Note and remaining unclaimed for two years after such principal or interest has become due and payable shall be paid to the Issuer at the request of the Issuer, or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, shall, upon request and at the expense of the Issuer, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, The City of New York notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Issuer.

Section 4.04. Maintenance of Partnership and Corporate Existence.

The Issuer and each Guarantor shall and shall cause each of its Subsidiaries to, (i) maintain in effect its corporate (or partnership, in respect of the Issuer and any other Subsidiaries that are partnerships) existence (as applicable) and all registrations necessary therefor, provided that, other than with respect to the Issuer, these restrictions shall not prohibit any transactions permitted by Article 5 or the merger of any Subsidiary of a Guarantor with or into either Guarantor or with or into any other Wholly-Owned Subsidiary of either Guarantor; (ii) take all reasonable actions to maintain all rights, privileges, titles to property, franchises and the like necessary in the normal conduct of its business, activities or operations; and (iii) maintain or cause to be maintained in good repair, working order and condition (normal wear and tear excepted) all properties used in their business; provided, however, that none of the Issuer, any Guarantor or any of their respective Subsidiaries shall be prevented from discontinuing those operations (including through the transfer or dissolution of any such Subsidiary) or suspending the maintenance of those properties (including through the sale thereof) which, in the reasonable judgment of the Issuer or the applicable Guarantor are no longer necessary in the conduct of its business, or that of its Subsidiaries; and provided, further, that such discontinuation of operations or suspension of maintenance shall not be materially disadvantageous to the Holders of the Notes.

Section 4.05. Payment of Taxes and Claims.

The Issuer and each Guarantor shall, and shall cause each of their respective Subsidiaries to, pay all taxes, assessments and other governmental charges imposed upon it or any of its property in respect of any of its franchises, businesses, income or profits before any penalty or interest accrues thereon, and pay all claims (including claims for labor, services, materials and supplies) for sums which have become due and payable and which by law have or might become a Lien upon its property; provided, however, that any such payment shall not be required unless the failure to make such payment would have a material adverse effect upon the financial condition of the Issuer and the Guarantors and their respective Subsidiaries considered as one enterprise or a material adverse effect on the performance of the Issuer’s or such Guarantor’s obligations hereunder; and provided, further, that no such charge or claim need be paid while it is being contested in good faith by appropriate proceedings and if appropriate reserves or other provisions shall have been made therefor.

Section 4.06. Payment of Additional Amounts.

(a) All payments (including any premium paid upon redemption of the Notes) by or on behalf of the Issuer or a successor in respect of the Notes or by or on behalf of any Guarantor or a successor in respect of the Note Guarantees will be made free and clear of, and without withholding or deduction for or on account of, any present or future taxes, duties, assessments, or other governmental charges of whatever nature (“Taxes”) imposed or levied by or on behalf of Brazil, the United States or any authority therein or thereof or any other jurisdiction in which the Issuer or the Guarantors (or, in each case, their successor) are organized or doing business or from or through which payments are made in respect of the Notes or the Note Guarantees, or any political subdivision or taxing authority thereof or therein (any of the aforementioned being a “Taxing Jurisdiction”), unless the Issuer or the Guarantors (or their respective successor) or any paying agent is compelled by law to deduct or withhold such taxes, duties, assessments, or governmental charges. If the Issuer, a Guarantor or a paying agent is compelled by law to make such deduction or withholding, the Issuer or the Guarantors (or their respective successor) will make such deduction or withholding, make payment of the amount so withheld to the appropriate Governmental Authority and pay such additional amounts as may be necessary to ensure that the net amounts received by registered Holders of Notes after such withholding or deduction shall equal the respective amounts of principal and interest (or other amounts stated to be payable under or in respect of the Notes) which would have been received in respect of the Notes in the absence of such withholding or deduction (“Additional Amounts”). Notwithstanding the foregoing, no such Additional Amounts shall be payable:

(i)to, or to a third party on behalf of, a Holder who is liable for such Taxes in respect of such Note by reason of the existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of such Holder, if such Holder is an estate, a trust, a partnership, or a corporation) and the relevant Taxing Jurisdiction, including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member or shareholder) being or having been a citizen or resident thereof or being or having been engaged in a trade or business or present therein or having, or having had, a permanent establishment therein, other than the mere holding of the Note or enforcement of rights under this Indenture and the receipt of payments with respect to the Note;

(ii)in respect of Taxes that would not have been so withheld or deducted if the Note had been surrendered or presented for payment (if surrender or presentment is required) not more than 30 days after the Relevant Date except to the extent that payments under such Note would have been subject to withholdings and the Holder of such Note would have been entitled to such Additional Amounts, on surrender of such Note for payment on the last day of such period of 30 days;

(iii)to, or to a third party on behalf of, a Holder who is liable for such Taxes by reason of such Holder’s failure to comply (to the extent it is legally eligible to do so) with any certification, identification, documentation or other reporting requirement concerning the nationality, residence, identity or connection with the relevant Taxing Jurisdiction of such Holder, if (1) compliance is required by law or an applicable income treaty as a precondition to, exemption from, or reduction in the rate of, the Tax and (2) the Issuer has given the Holders at least 30 days’ notice that Holders will be required to provide such certification, identification, documentation or other requirement;

(iv)in respect of any estate, inheritance, gift, sales, transfer, excise or personal property or similar Tax, other than as provided in Section 4.06(i);

(v)in respect of any Tax which is payable other than by deduction or withholding from payments under or with respect to the Note or any Note Guaranty; or

(vi)in respect of any combination of the above.

(b)Notwithstanding anything to the contrary in this Section 4.06, none of the Issuer, the Guarantors, their respective successors, the Paying Agent or any other person shall be required to pay any Additional Amounts with respect to any payment in respect of any Taxes imposed under Sections 1471 through 1474 of the Code, or any successor law or regulation implementing or complying with, or introduced in order to conform to, such sections, or imposed pursuant to any intergovernmental agreement or any agreement entered into pursuant to section 1471(b)(1) of the Code.

(c)No Additional Amounts shall be paid with respect to any payment on a Note to a Holder who is a fiduciary, a partnership, a limited liability company or other than the sole beneficial owner of that payment to the extent that payment would be required by the relevant Taxing Jurisdiction to be included in the income, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a member of that partnership, an interest holder in a limited liability company or a beneficial owner who would not have been entitled to the Additional Amounts had that beneficiary, settlor, member or beneficial owner been the Holder.

(d)Payments on the Notes are subject in all cases to any applicable tax, fiscal or other law or regulation or administrative or judicial interpretation. Except as specifically provided above, neither the Issuer nor the Guarantors shall be required to pay Additional Amounts with respect to any Tax imposed by any government or a political subdivision or taxing authority thereof or therein.

(e)In the event that Additional Amounts actually paid with respect to the Notes are based on rates of deduction or withholding of withholding taxes in excess of the appropriate rate applicable to the Holder of such Notes, and, as a result thereof such Holder is entitled to make claim for a refund or credit of such excess from the authority imposing such withholding tax, then such Holder shall, by accepting such Notes, be deemed to have assigned and transferred all right, title, and interest to any such claim for a refund or credit of such excess to the Issuer.

(f)Any reference in this Indenture or the Notes to principal, interest or any other amount payable in respect of the Notes by the Issuer or the Note Guarantees by the Guarantors (or their successors) will be deemed also to refer to any Additional Amount, unless the context requires otherwise, that may be payable with respect to that amount under the obligations referred to in this Section.

(g)Each of the Issuer and the Guarantors covenants that if any of the Issuer or the Guarantors, as applicable, is required under applicable law to make any deduction or withholding on payments of principal of or interest on the Notes for or on account of any tax, duty, assessment or other governmental charge, at least 10 days prior to the first payment date on the Notes and at least 10 days prior to each payment date thereafter where such withholding is required, the Issuer or the Guarantor, as applicable, shall furnish the Trustee and the Paying Agent with an Officer’s Certificate (but only if there has been any change with respect to the matters set forth in any previously delivered Officer’s Certificate) instructing the Trustee and the Paying Agent as to whether such payment of principal of or interest on the Notes shall be made without deduction or withholding for or on account of any tax, duty, assessment or other governmental charge, or, if any such deduction or withholding shall be required by the Taxing Jurisdiction, then such certificate shall: (i) specify the amount required to be deducted or withheld on such payment to the relevant recipient; (ii) certify that the Issuer or the Guarantors, as applicable, shall pay such deduction or withholding amount to the appropriate taxing authority; and (iii) certify that the Issuer or the Guarantors, as applicable, shall pay or cause to be paid to the Trustee or the Paying Agent such Additional Amounts as are required by this Section 4.06.

(h)Each of the Issuer and the Guarantors (or their respective successor) will pay any Taxes required to be deducted or withheld pursuant to applicable law and will furnish to the Holders, within 60 days after the date such payment is due, either certified copies of tax receipts evidencing such payment, or, if such receipts are not obtainable, other evidence of such payments reasonably satisfactory to the Holders.

(i)The Issuer or the Guarantors, as applicable, will pay when due any present or future stamp, transfer, court or documentary taxes or any other excise or property taxes or any other similar Taxes and any penalties, additions to tax or interest due with respect thereto imposed by any Taxing Jurisdiction (or any political subdivision or Governmental Authority thereof or therein having power to tax) with respect to the initial execution, delivery or registration of the Notes, or the subsequent performance, redemption or retirement of the Notes or any other document or instrument relating thereto.

(j)The obligations of the Issuer and the Guarantors pursuant to this Section 4.06 shall survive termination, defeasance or discharge of this Indenture, payment of the Notes and/or resignation or removal of the Trustee or the Paying Agent.

Section 4.07. Reporting Requirements.

The Guarantors shall provide the Trustee with the following reports (and shall also provide the Trustee with sufficient copies, as required, of the reports referred to in clauses (i)-(iii) of this Section 4.07 for distribution, at the Issuer’s expense, to all Holders of Notes):

(i)an English language version of Azul’s annual audited consolidated financial statements prepared in accordance with IFRS promptly upon such financial statements becoming available but not later than 120 days after the close of its fiscal year;

(ii)an English language version of Azul’s unaudited interim condensed consolidated financial statements prepared in accordance with IFRS promptly upon such statements becoming available but not later than 60 days after the close of each fiscal quarter (other than the last fiscal quarter of its fiscal year);

(iii)without duplication, English language versions or summaries of such other reports or notices as may be filed or submitted by (and promptly after filing or submission by) the Guarantors with (a) the CVM or (b) the SEC (in each case, to the extent that any such report or notice is generally available to security holders of the Guarantors or the public in Brazil or elsewhere and, in the case of clause (b), is filed or submitted pursuant to Rule 12g3-2(b) under, or Section 13 or 15(d) of, the Exchange Act, or otherwise);

(iv)no later than 45 days after the end of each fiscal quarter (or, in respect of the last fiscal quarter in its fiscal year, 60 days), an Officer’s Certificate of Azul, certifying the Liquidity as of the last day of such fiscal quarter; and

(v)as soon as possible, and in any event within five Business Days after the Issuer or a Guarantor becoming aware of the occurrence of a Default or an Event of Default that is continuing, an Officer’s Certificate specifying such Default or Event of Default and what action the Issuer or the Guarantors or their respective subsidiaries are taking or propose to take with respect thereto.

Delivery of the above reports to the Trustee is for informational purposes only and the Trustee’s receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s or the Guarantors’ compliance with any of their covenants in this Indenture (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The requirement to provide any report to the trustee shall be deemed satisfied if such report has been filed with the SEC through the Electronic Data Gathering Analysis and Retrieval (EDGAR) system (or any successor method of filing) or if such report is made available on the Guarantors’ websites (and the Guarantors shall provide the relevant URL to the Trustee upon request). The Trustee shall have no responsibility to determine if and when any reports have been made available online.

Section 4.08. Available Information.

Each of the Issuer and the Guarantors shall take all action necessary to provide information to permit resales of the Notes pursuant to Rule 144A, including furnishing to any Holder of a Note or owner of a beneficial interest in a Global Note, or to any prospective purchaser designated by such a Holder or beneficial owner, upon request to such Holder or beneficial owner, financial and other information required to be delivered under paragraph (d)(4) of Rule 144A (as amended from time to time and including any successor provision) unless, at the time of such request, the Issuer or either Guarantor is subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act or is exempt from such requirements pursuant to Rule 12g3-2(b) under the Exchange Act (as amended from time to time and including any successor provision).

Section 4.09. Limitations on the Issuer.

The Issuer may not own any material assets or other property, other than Debt or other obligations owing to the Issuer by the Guarantors and Subsidiaries, securities issued by Affiliates of the Issuer, Cash Equivalents and Marketable Securities, or engage in any trade or conduct any business other than treasury, financing pursuant to the Notes or any other unsecured Debt of the Issuer guaranteed by the Guarantors and/or any of their respective Subsidiaries, cash management, hedging relating to the Notes or other unsecured Debt of the Issuer guaranteed by the Guarantors and/or any of their respective Subsidiaries and cash pooling activities and activities incidental thereto. In addition, the Issuer will not incur any material liabilities or obligations other than its obligations pursuant to the Notes and obligations pursuant to other unsecured Debt guaranteed by the Guarantors and/or any of their respective Subsidiaries.

Section 4.10. Limitation on Transactions with Affiliates.

The Issuer and the Guarantors will not, nor will the Guarantors permit any of their respective Subsidiaries to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of the Issuer or the Guarantors other than itself or any of their respective Subsidiaries, (an “Affiliate Transaction”) unless the terms of such Affiliate Transaction are no less favorable to the Issuer or the Guarantors or such Subsidiary than those that could be obtained at the time of the Affiliate Transaction in arm’s length dealings with a person who is not an Affiliate.

Section 4.11. Limitation on Restricted Payments.

(a)Azul will not, and will not permit any of its Subsidiaries to, directly or indirectly, take any of the following actions:

(i)declare or pay any dividend or make any distribution on the Capital Stock of Azul or any of its Subsidiaries to holders of such Capital Stock, other than:

(A)dividends or distributions payable in Qualified Capital Stock of Azul or any of its Subsidiaries;

(B)dividends or distributions payable to Azul or any of its Subsidiaries; or

(C)dividends or distributions made on a pro rata basis to Azul or any of its Subsidiaries, on the one hand, and minority holders of Capital Stock of a direct or indirect Subsidiary of Azul, on the other hand (or on a less than pro rata basis to any minority holder);

(ii)purchase, redeem or otherwise acquire or retire for value any Capital Stock of Azul;

(iii)make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value (collectively for purposes of this clause (iii), a “purchase”) any Subordinated Indebtedness of the Issuer or any of the Guarantors (excluding any intercompany Debt between or among Azul and any of its Subsidiaries), except any scheduled payment of interest and any purchase within one year of the scheduled maturity thereof; or

(iv)make any Restricted Investment,

(all such payments and other actions set forth in clauses (i) to (iv) above being collectively referred to as “Restricted Payments”),

unless, at the time of the Restricted Payment and after giving pro forma effect to such Restricted Payment:

(v)no Default or Event of Default has occurred and is continuing as of such time;

(vi)such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Azul and its Subsidiaries since the Issue Date (excluding Restricted Payments permitted by clauses (ii) through (xi) of paragraph (b) below), is less than the sum, without duplication, of:

(A)(x) 50% of the Consolidated Net Income of Azul for the period from July 1, 2023 to the last day of Azul’s most recently completed fiscal quarter for which financial statements have been provided pursuant to the terms of this Indenture (or, if such Consolidated Net Income for such period is a loss, less 100% of such loss) accrued on a cumulative basis during the period, taken as one accounting period, less (y) Permitted Brazilian Dividends paid since the Issue Date; plus

(B)100% of the aggregate net cash proceeds and the Fair Market Value of non-cash consideration received by Azul after the Issue Date as a contribution to its equity capital or from the issue or sale of Qualified Capital Stock (other than Qualified Capital Stock sold to a Subsidiary of Azul); plus

(C)100% of the aggregate net cash proceeds and the Fair Market Value of non-cash consideration received by Azul or any of its Subsidiaries from the issue or sale of convertible or exchangeable Disqualified Capital Stock of Azul or any of its Subsidiaries or convertible or exchangeable debt securities of Azul or any of its Subsidiaries (regardless of when issued or sold), or in connection with the conversion or exchange thereof, in each case that have been converted into or exchanged since the Issue Date for Qualified Capital Stock (other than Qualified Capital Stock and convertible or exchangeable Disqualified Capital Stock or debt securities sold to a Subsidiary of Azul); plus

(D)to the extent that any Restricted Investment that was made after the Issue Date pursuant to this paragraph (a) is sold (other than to Azul or any of its Subsidiaries) or otherwise cancelled, liquidated or repaid for cash, the amount of cash received by Azul or any of its Subsidiaries in respect of such sale, liquidation or disposition or the Fair Market Value of property received by Azul or any of its Subsidiaries in respect of such sale, liquidation or disposition (in each case, less the cost of disposition, liquidation or repayment, if any, paid or to be paid by Azul or any of its Subsidiaries); plus

(E)to the extent that any Restricted Investment that was made after the Issue Date pursuant to this paragraph (a) is made in a Person that subsequently becomes a Subsidiary of Azul, the amount of the Restricted Investments that was made in such Person by Azul or any of its Subsidiaries; plus

(F)the amount of cash received by Azul or any of its Subsidiaries as repayment of loans which constituted Restricted Investments made by Azul or any of its Subsidiaries after the Issue Date pursuant to this paragraph (a) or the value of guarantees granted after the Issue Date by Azul or any of its Subsidiaries which constituted Restricted Investments pursuant to this paragraph (a) that have been released in full.

(b)Notwithstanding anything to the contrary in Section 4.11(a), but without prejudice to Section 4.11(h), the provisions of clause Section 4.11(a) shall not prohibit (and Azul and its Subsidiaries shall be permitted, directly or indirectly, to undertake) any or all of the following:

(i)the declaration and payment of the minimum mandatory dividend (dividendo mínimo obrigatório) established, where applicable, in the by-laws of Azul or any of its Subsidiaries in effect on the Issue Date, in accordance with the first part (caput) of article 202 of the Brazilian Federal Law No. 6404/76, including any interest on equity (juros sobre o capital próprio) paid for the purposes of the minimum mandatory dividend (and deducted from the minimum mandatory dividend), provided that the Board of Directors of Azul or such Subsidiary have not determined that any such payment of mandatory dividends would be inadvisable given the financial condition of Azul or such Subsidiary (the “Permitted Brazilian Dividends”);

(ii)the payment of any dividend or distribution within 60 days after the date of declaration thereof, or at the date established in the shareholders’ meeting approving the declaration thereof, if, at the date of declaration, such payment would have complied with the provisions of this Indenture;

(iii)the acquisition of any shares of Capital Stock of Azul in exchange for Qualified Capital Stock of Azul;

(iv)the making of any Restricted Payment in exchange for, or out of, or with the net cash proceeds of, the substantially concurrent sale (other than to a Subsidiary of Azul) of, Qualified Capital Stock of Azul, or from the substantially concurrent contribution (other than from a Subsidiary of Azul) to the equity capital of Azul; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will not be considered net cash proceeds of Qualified Capital Stock for the purposes of Section 4.11(a)(vi)(C);

(v)the purchase, repurchase, redemption, prepayment, defeasance, redemption or other acquisition or retirement for value of any Subordinated Indebtedness in exchange for, or through the application of net cash proceeds of, a substantially concurrent sale (other than to a Subsidiary of Azul), of Qualified Capital Stock of Azul, a substantially concurrent contribution to the equity capital of Azul, or the incurrence of Permitted Refinancing Subordinated Indebtedness in respect of such Subordinated Indebtedness; provided however that any such Subordinated Indebtedness shall have a maturity date occurring after each maturity date under the Notes;

(vi)the repurchase, redemption, acquisition or retirement for value of any Capital Stock of Azul or any of its Subsidiaries held by any current or former officer, director, member, consultant or employee (or their estates or beneficiaries of their estates) of Azul or any of its Subsidiaries pursuant to any management equity plan or equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement, arrangement or plan; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Capital Stock may not exceed US$25,000,000 (or the equivalent thereof in other currencies at the time of determination) in any twelve-month period; provided that Azul or any of its Subsidiaries may carry over and make in subsequent twelve-month periods, in addition to the amounts permitted for such twelve-month period, up to US$15,000,000 (or the equivalent thereof in other currencies at the time of determination) of unutilized capacity under this clause (vi) attributable to the immediately preceding twelve-month period;

(vii)repurchases of Capital Stock or other Restricted Payments deemed to occur upon (i) the exercise of stock options, warrants or other securities convertible or exchangeable into Capital Stock or any other securities, to the extent such Capital Stock represents all or a portion of the exercise price thereof, or (ii) the withholding of a portion of Capital Stock issued to current or former officer, director, member, consultant or employee (or their estates or beneficiaries of their estates) under any management equity plan or equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement, arrangement or plan of Azul or its Subsidiaries to cover withholding tax obligations of such persons in respect of such issuance;

(viii)payments of cash, dividends, distributions, advances, Capital Stock or other Restricted Payments by Azul or any of its Subsidiaries to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise, conversion or exchange (as applicable) of stock options, warrants or securities or exchangeable into Capital Stock of Azul;

(ix)Restricted Payments in respect of any restricted stock units or other instruments or rights whose value is based in whole or in part on the value of any Capital Stock of Azul or any of its Subsidiaries issued to any current or former officer, director, member, consultant or employee of Azul or any of its Subsidiaries;

(x)so long as no Default or Event of Default has occurred and is continuing or would exist after giving pro forma effect thereto, the declaration and payment of regularly scheduled or accrued dividends, distributions or payments to holders of any class or series of Disqualified Capital Stock or Subordinated Indebtedness or any preferred stock of any Subsidiary of Azul, required to be paid pursuant to the terms thereof, either outstanding on the Issue Date or issued on or after the Issue Date in compliance with the terms of this Indenture;

(xi)in the event of a Change of Control, and if no Default or Event of Default has occurred and is continuing, including after giving effect thereto, the payment, purchase, redemption, defeasance or other acquisition or retirement of any Subordinated Indebtedness, in each case, at a purchase price not greater than 101% of the principal amount of such Subordinated Indebtedness plus any accrued and unpaid interest thereon, and additional amounts, if any; and

(xii)so long as no Default or Event of Default has occurred and is continuing or would exist after giving pro forma effect thereto, Restricted Payments in an amount which, when taken together with all Restricted Payments made pursuant to this clause (xii) after the Issue Date, does not exceed the greater of (i) US$200,000,000 (or the equivalent thereof in other currencies at the time of determination) and (ii) 5.00% of Consolidated Total Assets as of the date of such Restricted Payment.

(c)In the case of any Restricted Payment that is not in cash, the amount of such non-cash Restricted Payment will be the Fair Market Value on the date of such Restricted Payment of the property, assets or securities proposed to be paid, transferred or issued by Azul or the relevant Subsidiary of Azul, as the case may be, pursuant to such Restricted Payment.

(d)For purposes of determining compliance with this Section 4.11, if a proposed Restricted Payment (or portion thereof) meets the criteria of more than one of the categories of Restricted Payments described in clauses (i) through (xii) above of paragraph (b), or is entitled to be made pursuant to paragraph (a), Azul and its Subsidiaries will be entitled to classify on the date of its payment or later reclassify such Restricted Payment (or portion thereof) in any manner that complies with this Section 4.11.

(e)The payment on or with respect to, and the purchase, prepayment, redemption, defeasance or other acquisition or retirement for value of any Debt of Azul or any of its Subsidiaries that is not Subordinated Indebtedness shall not constitute a Restricted Payment and therefore will not be subject to any of the restrictions described in this Section 4.11.

(f)As used in this Section 4.11 in respect of any of the Subsidiaries of Azul that is a partnership, a limited liability partnership, a limited liability company or similar form, dividends shall be deemed to refer to any distribution similar to a dividend.

(g)Subject to compliance with applicable law, Azul agrees not to propose to its shareholders that the by-laws of Azul be amended to increase the minimum mandatory dividend (dividendo mínimo obrigatório) above the minimum mandatory dividend (dividendo mínimo obrigatório) in the by-laws of Azul in effect on the Issue Date.

(h)Notwithstanding any other provision of this Indenture, the Issuer shall only be permitted to make any Restricted Payment if such Restricted Payment is either (i) required pursuant to this Indenture or the Notes, or (ii) required by or directly relates to the business and activities set out in Section 4.09.

Section 4.12. Repurchase of Notes upon a Change of Control.

Not later than 30 days following a Change of Control Event, the Issuer or the Guarantors will make an Offer to Purchase all Outstanding Notes at a purchase price equal to 101% of the principal amount plus accrued interest up to, but not including the date of repurchase; provided that the Issuer or the Guarantors shall not be required to make such an Offer to Purchase if (a) third party makes such an Offer to Purchase in the manner, at the times and otherwise in compliance with, the requirements set forth in this Section 4.12 with respect to an Offer to Purchase made by the Issuer or the Guarantors and (b) such third party purchases all Notes validly tendered and not withdrawn under its Offer to Purchase.

An “Offer to Purchase” must be made by written offer (a copy of which shall be delivered to the Trustee), which will specify the purchase price. The offer must specify an expiration date (the “expiration date”) not less than 30 days or more than 60 days after the date of the offer and a settlement date for the purchase (the “purchase date”) not more than five Business Days after the expiration date. An Offer to Purchase may be made in advance of a Change of Control and conditioned on a Change of Control occurring if a definitive agreement is in place at the time such conditional Offer to Purchase is made that, if consummated, would result in a Change of Control. The offer must include information required by the Securities Act, Exchange Act or any other applicable laws. The offer will also contain instructions and materials necessary to enable Holders to tender notes pursuant to the offer.

A Holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a denomination of U.S.$200,000 and integral multiples of U.S.$1.00 principal amount in excess thereof. Holders are entitled to withdraw Notes tendered up to the close of business on the expiration date. On the purchase date the purchase price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased will cease to accrue on and after the purchase date.

The Issuer and the Guarantors will comply with Rule 14e-1 under the Exchange Act (to the extent applicable) and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance.

Section 4.13. Listing.

The Issuer and the Guarantors will list the Notes on the Official List of the SGX-ST promptly after issuance of the Notes and maintain such listing. If it becomes impracticable or unduly burdensome to maintain the listing of the Notes on the SGX-ST, the Issuer and the Guarantors will procure and maintain an alternative admission to listing, trading and/or quotation for the Notes by another internationally-recognized stock exchange prior to the Issuer and the Guarantors delisting the Notes from the SGX-ST or any successor exchange.

Section 4.14. Financial Covenant.

Azul shall maintain minimum Liquidity at the end of each fiscal quarter of at least R$1,500,000,000.

Section 4.15. Maintenance of Rating.

The Issuer and the Guarantors shall cooperate with Rating Agencies in obtaining a rating for the Notes from any two Rating Agencies and shall use commercially reasonable efforts to cause the Notes to be continuously rated by any two Rating Agencies but shall not be required to obtain any specific rating. The Issuer and the Guarantors shall use commercially reasonable efforts to provide the relevant Rating Agencies (at their sole expense) such reports, records and documents as such Rating Agency shall reasonably request to monitor or affirm such ratings, except to the extent the disclosure of any such document or any such discussion would result in the violation of any contractual or legal obligation of the Issuer or either Guarantor; provided that the failure by the Issuer or the Guarantors to obtain such a rating after using commercially reasonable efforts shall not constitute an Event of Default.

Section 4.16. Stay, Extension and Usury Laws.

The Issuer and each Guarantor covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuer and each Guarantor (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law has been enacted.

Section 4.17. Regulatory Matters.

Azul will or, as applicable, will procure that Azul Linhas will:

(i)    maintain at all times a valid airline operating certificate (Certificado de Operador Aéreo) issued by the Brazilian National Civil Aviation Agency (Agência Nacional de Aviação Civil), or any successor certificate or agency; and

(ii)    possess and maintain all necessary certificates, exemptions, franchises, licenses, permits, designations, rights, concessions, authorizations, frequencies and consents that are material to the conduct of the business and operations of Azul and its Subsidiaries (including Azul Linhas) as currently conducted, except to the extent that any failure to possess or maintain would not reasonably be expected to result in a Material Adverse Effect.

Section 4.18. Compliance with Laws.

Azul shall comply, and cause each of its Subsidiaries to comply, with all applicable laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where such noncompliance, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Section 4.19. Restrictions on Business Activities.

Azul will not, and will not permit any of its Subsidiaries to, engage in any business other than the Permitted Airline Business, except to such extent as would not reasonably be expected to have a Material Adverse Effect.

ARTICLE 5

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 5.01. Limitation on Consolidation, Merger or Transfer of Assets.

The Guarantors shall not consolidate with or merge with or into, or sell, convey, transfer or dispose of, or lease all or substantially all of its assets as an entirety or substantially as an entirety, in one transaction or a series of related transactions, to, any Person, unless:

(i)the resulting, surviving or transferee Person (if not the Guarantors) shall be a Person organized and existing under the laws of Brazil or the United States, or any other country (or political subdivision thereof) that is a member country of the European Union or of the Organisation for Economic Co-operation and Development on the date of this Indenture, and such Person expressly assumes, by a supplemental indenture hereto, executed and delivered to the Trustee, all the obligations of the Guarantors under this Indenture and the Notes;

(ii)the resulting, surviving or transferee person (if not the Guarantors), if organized and existing under the laws of a jurisdiction other than Brazil, undertakes in such supplemental indenture, (i) to pay such Additional Amounts in respect of principal (and premium, if any) and interest as may be necessary in order that every net payment made in respect of the Notes after deduction or withholding for or on account of any present or future tax, duty, assessment or other governmental charge imposed by such other country or any political subdivision or taxing authority thereof or therein shall not be less than the amount of principal (and premium, if any) and interest then due and payable on the Notes subject to the same exceptions set forth under Section 4.06(a)(i)(vi) and (ii) that the provisions set forth in Section 3.01(e) shall apply to such person, but in both cases, replacing existing references in such Section to Brazil with references to the jurisdiction of organization of the resulting, surviving or transferee Person, as the case may be;

(iii)immediately prior to such transaction and immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and

(iv)the Guarantors shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture, if any, comply with this Indenture.

The Trustee shall accept such Officer’s Certificate and Opinion of Counsel as sufficient evidence of the satisfaction of the conditions precedent set forth in this Section 5.01, in which event it shall be conclusive and binding on the Holders.

Section 5.02. Successor Substituted.

Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of either Guarantor in accordance with Section 5.01 in which such Guarantor is not the continuing obligor under this Indenture, the surviving or transferee Person shall succeed to, and be substituted for, and may exercise every right and power of such Guarantor under this Indenture with the same effect as if such successor had been named as a Guarantor therein. When a successor assumes all the obligations of its predecessor under this Indenture and the Notes the predecessor shall be released from those obligations (including the Note Guarantee of such predecessor Guarantor); provided that in the case of a transfer by lease, the predecessor shall not be released from the payment of principal and interest on the Notes.

ARTICLE 6

EVENTS OF DEFAULT AND REMEDIES

Section 6.01. Events of Default.

The term “Event of Default” means, when used herein, any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to, or as a result of any failure to obtain, any authorization, order, rule, regulation, judgment or decree of any governmental or administrative body or court):

(a)the Issuer defaults in any payment of interest (including any related Additional Amounts) on any Note when the same becomes due and payable, and such default continues for a period of five Business Days

(b)the Issuer defaults in the payment of the principal (including any related Additional Amounts) of any Note when the same becomes due and payable upon acceleration or redemption or otherwise, or the Issuer or any Guarantor defaults on any contractual obligation to purchase or repurchase any of the Notes;

(c)the Issuer or either Guarantor fails to comply with any of its covenants or agreements in the Notes or this Indenture (other than those referred to in clauses (a) and (b) of this Section 6.01), and such failure continues for 45 days after the earlier of (i) a Responsible Officer of the Issuer or a Guarantor obtaining knowledge of such failure or (ii) receipt by the Issuer or a Guarantor of notice of such failure from the Trustee or the Holders of at least 25% in principal amount of the Outstanding Notes; provided that, if the Issuer or such Guarantor is proceeding with diligence and good faith to cure or remedy such failure and such failure is susceptible to cure or remedy, such 45-day period shall be extended to 60 days in the aggregate (inclusive of the original 45-day period); provided further that the cure period for any failure shall commence upon receipt of notice of such failure by the Issuer or either Guarantor from any beneficial Holder (who certifies their beneficial holdings in such notice and attaches documentary evidence thereof) if such failure is subsequently confirmed by the Trustee or the Holders of at least 25% in principal amount of the Outstanding Notes;

(d)the Issuer, either Guarantor or any Significant Subsidiary defaults under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Debt of the Issuer, either Guarantor, or any such Significant Subsidiary (or the payment of which is guaranteed by the Issuer, either Guarantor, or any such Significant Subsidiary) whether such Debt or guarantee now exists, or is created after the date of this Indenture, which default (i) is caused by failure to pay interest on, principal of, or premium, if any, on, such Debt after giving effect to any grace period provided in such Debt on the date of such default (“Payment Default”) or (ii) results in the acceleration of such Debt prior to its express maturity and, in each case, the principal amount of any such Debt, together with the principal amount of any other such Debt under which there has been a Payment Default or the maturity of which has been so accelerated, totals U.S.$50,000,000 (or the equivalent thereof at the time of determination) or more in the aggregate;

(e)one or more final judgments or decrees for the payment of money of U.S.$50,000,000 (or the equivalent thereof at the time of determination) or more in the aggregate (determined net of any amount covered by an insurance policy or policies issued by insurance companies with sufficient financial resources to perform their obligations under such policies) are rendered against the Issuer, either Guarantor, or any Significant Subsidiary and are not paid (whether in full or in installments in accordance with the terms of the judgment) or otherwise discharged and, in the case of each such judgment or decree, either (i) an enforcement proceeding has been commenced by any creditor upon such judgment or decree and is not dismissed within 30 days following commencement of such enforcement proceedings or (ii) there is a period of 60 days following such judgment during which such judgment or decree is not discharged, waived or the execution thereof stayed;

(f)a decree or order by a court having jurisdiction has been entered adjudging the Issuer, either Guarantor or any Significant Subsidiary as bankrupt or insolvent, or an involuntary case, petition, claim or other proceeding is commenced or filed for relief against the Issuer, either Guarantor or any Significant Subsidiary under any applicable bankruptcy, insolvency, reorganization or other similar law now or hereafter in effect or which seeks the appointment of a trustee, receiver, judicial administrator, liquidator, custodian or other similar official of it or any substantial part of its property, and such decree or order or involuntary proceeding continues undischarged, undismissed or unstayed for a period of 60 days; or a decree or order by a court having jurisdiction for the appointment of a receiver, administrator or liquidator or for the administration, liquidation or dissolution of the Issuer, either Guarantor or any Significant Subsidiary has been entered, and such decree or order continues undischarged, undismissed or unstayed for a period of 60 days; provided that any Significant Subsidiary may be liquidated or dissolved if, pursuant to such liquidation or dissolution, all or substantially all of its assets are transferred to the Issuer, either Guarantor or any Significant Subsidiary;

(g)the Issuer, either Guarantor or any Significant Subsidiary (i) commences a voluntary case or other proceeding seeking liquidation, administration, reorganization, a scheme of arrangement under Part 26 of the United Kingdom Companies Act 2006, a restructuring plan under Part 26A of the United Kingdom Companies Act 2006 or other relief with respect to itself or its Debts under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (ii) consents to the appointment of or taking possession by a receiver, vendor, administrator, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer, either Guarantor or any Significant Subsidiary or for all or substantially all of the property of the Issuer, either Guarantor or any Significant Subsidiary or (iii) effects any general assignment for the benefit of creditors;

(h)any event occurs that under the laws of Brazil or any political subdivision thereof or any other country has substantially the same effect as any of the events referred to in any of clause (f) or (g);

(i)(A) any material provision of this Indenture or the Notes ceases to be a valid and binding obligation of the Issuer or any Guarantor, or any action shall be taken to discontinue or to assert the invalidity or unenforceability of this Indenture or the Notes or (B) the Note Guarantees shall fail to remain in full force or effect (other than in accordance with the terms of this Indenture) or any action shall be taken to discontinue or to assert the invalidity or unenforceability of such Note Guaranty, or any Guarantor shall fail to comply with any of the terms or provisions of such Note Guaranty, or any Guarantor shall deny that it has any further liability under such Note Guaranty, provided that, in each case, unless Azul or any of its Subsidiaries shall have contested or challenged, other than good faith disputes regarding interpretation of contractual provisions or the validity or enforceability of any material portion of any Note Guaranty, such breach shall not be an Event of Default unless such breach, to the extent curable, continues unremedied or uncured for more than 20 Business Days after the earlier of (x) a Responsible Officer of the Issuer or a Guarantor obtaining knowledge of such default or (y) receipt by the Issuer of written notice from the Trustee of such default; provided that, if such Person is proceeding with diligence and good faith to cure or remedy such default and such default is susceptible to cure, such 20 Business Days shall be extended as may be necessary to cure such failure, such extended period not to exceed 30 Business Days in the aggregate (inclusive of the original 20 Business Day period); or

(j)Azul ceases to own directly or indirectly 100% of the outstanding share capital of the Issuer.

As soon as possible, and in any event within 15 Business Days after the Issuer or a Guarantor becomes aware of the existence of a Default or an Event of Default, the Issuer or either Guarantor shall deliver to a Responsible Officer of the Trustee an Officer’s Certificate setting forth the details thereof and the action which the Issuer and the Guarantors or their respective Subsidiaries are taking or propose to take with respect thereto.

Section 6.02. Acceleration of Maturity, Rescission and Amendment.

If an Event of Default (other than an Event of Default specified in Section 6.01(b), Section 6.01(f), Section 6.01(g) or Section 6.01(h)) occurs and is continuing, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Notes may declare all unpaid principal of and accrued and unpaid interest on all Notes to be due and payable immediately, by a notice in writing to the Issuer and the Guarantors (and to the Trustee, if the notice is given by the Holders), stating that such notice is an “acceleration notice,” and upon any such declaration such amounts shall become due and payable immediately. If an Event of Default specified in Section 6.01(b), Section 6.01(f), Section 6.01(g) or Section 6.01(h) occurs and is continuing, then the principal of and accrued and unpaid interest on all Notes shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

At any time after the Outstanding Notes are accelerated pursuant to the paragraph above and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of a majority in principal amount of the Notes by written notice to the Issuer and the Trustee may rescind or annul such declaration if:

(i)the Issuer has paid or deposited with the Trustee a sum sufficient to pay (A) all overdue interest on Outstanding Notes, (B) all unpaid principal of the Notes that has become due otherwise than by such declaration of acceleration, (C) to the extent that payment of such interest on the Notes is lawful, interest on such overdue interest (including any Additional Amounts) as provided herein and (D) all sums paid or advanced by the Trustee and Agents hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee and Agents and their agents and counsel; and

(ii)all Events of Default have been cured or waived as provided in Section 6.13 other than the nonpayment of principal that has become due solely because of acceleration.

No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

Section 6.03. Collection Suit by Trustee.

If an Event of Default specified in Section 6.01(a) or 6.01(b) occurs, the Trustee, in its own name as trustee of an express trust, (i) may institute a judicial proceeding for the collection of the whole amount then due and payable on such Notes for principal and interest (including Additional Amounts), and interest on any overdue principal and, to the extent that payment of such interest (including Additional Amounts) shall be legally enforceable, upon any overdue installment of interest (including Additional Amounts), at the rate borne by the Notes, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (ii) may prosecute such proceeding to judgment or final decree and (iii) may enforce the same against the Issuer or any other obligor upon the Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Issuer or any other obligor upon the Notes, wherever situated.

If an Event of Default occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders by any available proceeding at law or in equity, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

Section 6.04. Other Remedies.

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of or interest (including Additional Amounts) on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

Section 6.05. Trustee May Enforce Claims Without Possession of Notes.

All rights of action and claims under this Indenture or the Notes may be prosecuted and enforced by the Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name and as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Notes in respect of which such judgment has been recovered.

Section 6.06. Application of Money Collected.

Any money collected by the Trustee pursuant to this Article 6 shall be applied in the following order:

FIRST: to the Trustee for amounts due to it hereunder (including, without limitation, under Section 7.06;

SECOND: to Holders for amounts due and unpaid on the Notes for principal and interest (including Additional Amounts), ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal and interest (including Additional Amounts), respectively; and

THIRD: to the Issuer or, to the extent the Trustee collects any amounts from either Guarantor, to such Guarantor or as a court of competent jurisdiction may direct.

The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.06. At least 15 days before such record date, the Issuer shall deliver to each Holder and the Trustee a notice that states the record date, the payment date and amount to be paid.

Section 6.07. Limitation on Suits.

A Holder may not pursue any remedy with respect to this Indenture or the Notes unless:

(i)the Holder has previously given to the Trustee written notice stating that an Event of Default has occurred and is continuing;

(ii)the Holders of at least 25% in principal amount of the Notes have made a written request to the Trustee to pursue the remedy in respect of such Event of Default;

(iii)such Holder or Holders has offered and provided to the Trustee security or indemnity reasonably satisfactory to the Trustee against any cost, loss, liability or expense to be incurred in compliance with such request;

(iv)the Trustee does not comply with the request within 30 days after receipt of the request and the offer and provision of security or indemnity; and

(v)no direction inconsistent with such written request has been given to the Trustee during such 30-day period by the Holders of a majority in principal amount of the Notes Outstanding.

A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder.

Section 6.08. Rights of Holders to Receive Principal and Interest.

Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal of and interest on the Notes held by such Holder, on or after the respective Payment Dates expressed in the Notes, or to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired of affected without the consent of such Holder.

Section 6.09. Restoration of Rights and Remedies.

If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Issuer, either Guarantor, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

Section 6.10. Trustee May File Proofs of Claim.

The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due to the trustee hereunder) and the Holders allowed in any judicial proceedings relative to the Issuer, either Guarantor, their respective creditors or their respective properties and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.06. Nothing herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.11. Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article 6 or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

Section 6.12. Control by Holders.

The Holders of a majority in principal amount of the Outstanding Notes may direct in writing the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee shall be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of the Holders if such request or direction conflicts with any law or with this Indenture or, subject to Section 7.01, if the Trustee determines it is unduly prejudicial to the rights of other Holders (it being understood that, subject to Sections 7.01 and 7.02, the Trustee shall have no duty to ascertain whether or not such actions or forbearance are unduly prejudicial to such Holders) or would involve the Trustee in personal liability or expense; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such request or direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all costs, losses, liabilities and expenses caused by taking or not taking such action.

Section 6.13. Waiver of Past Defaults and Events of Default.

Subject to Section 6.02, the Holders of a majority in principal amount of the Outstanding Notes by written notice to the Trustee may waive an existing Default or Event of Default and its consequences except (i) a Default or Event of Default in the payment of the principal of or interest on a Note or (ii) Default or Event of Default in respect of a provision that under Section 9.02 cannot be amended without the consent of each Holder affected. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.

Section 6.14. Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.08, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 6.15. Waiver of Stay or Extension Laws.

The Issuer and each Guarantor covenant (to the extent that they may lawfully do so) that they shall not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture or the Notes; and the Issuer and each Guarantor (to the extent that it may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE 7

TRUSTEE AND AGENTS

Section 7.01. Duties of Trustee.

(a) If an Event of Default has occurred and is continuing and a Responsible Officer has received written notification thereof, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.

(b)Except during the continuance of an Event of Default in the case of the Trustee only, (i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith on the part of the Trustee, the Trustee, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee, and conforming to the requirements of this Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of the mathematical calculations or other facts stated therein).

(c)The Trustee may not be relieved from liability for its own gross negligence, bad faith or willful misconduct, except that:

(i)this Section 7.01(c) does not limit the effect of Section 7.01(b);

(ii)the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and

(iii)the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.07 or exercising any trust or power conferred upon it under this Indenture.

(d)The Trustee shall not be liable for interest on any money received by it except as each may agree in writing with the Issuer.

(e)Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

(f)No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds and/or adequate indemnity against such risk or liability is not satisfactorily assured to it.

(g)Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 7.01.

Section 7.02. Rights of Trustee.

(a)The Trustee may conclusively rely upon, and shall be protected in acting or refraining from acting based upon, any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in any such document.

(b)Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate, the written advice of a qualified tax expert or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officer’s Certificate, the qualified tax expert’s written advice or Opinion of Counsel.

(c)The Trustee may act through agents or attorneys and shall not be responsible for the willful misconduct or negligence of any agent or attorneys appointed with due care.

(d)Any request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officer’s Certificate of the Issuer (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Managing Partner of the Issuer may be evidenced to the Trustee or any Agent by copies thereof certified by the Secretary or an Assistant Secretary (or equivalent officer) of the Issuer.

(e)The Trustee shall not be under an obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities that might be incurred thereby.

(f)The Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture, provided that the conduct of the Trustee does not constitute willful misconduct, gross negligence or bad faith.

(g)The Trustee shall not be deemed to have notice of any Default or Event of Default unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture.

(h)The Trustee may consult with counsel of its selection, and the advice or Opinion of Counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

(i)The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document unless, in the case of the Trustee, requested in writing by the Holders of not less than a majority in aggregate principal amount of the Notes Outstanding; provided that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not satisfactorily assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require from the Holders indemnity satisfactory to the Trustee against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee, shall be reimbursed by the Issuer upon demand.

(j)Neither the Trustee nor any Paying Agent shall be required to invest, or shall be under any liability for interest, on any moneys at any time received by it pursuant to any of the provisions of this Indenture or the Notes except as the Trustee or any Paying Agent may otherwise agree with the Issuer. Such moneys need not be segregated from other funds except to the extent required by mandatory provisions of law.

(k)In no event shall the Trustee be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(l)The permissive rights of the Trustee enumerated herein shall not be construed as duties of the Trustee.

(m)The Trustee may request that the Issuer deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.

(n)The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder (including its Agent roles), and to each agent, custodian and other Person employed to act hereunder.

Section 7.03. Individual Rights of Trustee.

The Trustee and any Paying Agent, Registrar or co-registrar or any other agent of the Issuer or of the Trustee, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Trustee, Paying Agent, Registrar or such other agent.

Section 7.04. Trustee’s Disclaimer.

Neither the Trustee nor any Agent shall be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuer’s use of any proceeds from the Notes, and it shall not be responsible for any statement of the Issuer in this Indenture or in any document issued in connection with the sale of the Notes or in the Notes other than the Trustee’s certificate of authentication.

Section 7.05. Notice of Defaults and Events of Default.

If a Default or Event of Default occurs and is continuing, and written notification has been given to a Responsible Officer, the Trustee shall mail or deliver to each Holder notice of the Default or Event of Default within 20 Business Days after a Responsible Officer has received written notification of such Default or Event of Default. Except in the case of a Default or Event of Default in payment of principal of or interest on any Note, the Trustee may withhold the notice and shall be protected from withholding the notice if and so long as a committee of its Responsible Officers of the Trustee in good faith determines that withholding the notice is in the interests of Holders. For all purposes of this Indenture and the Notes, the Trustee is not to be charged with knowledge of a Default or Event of Default or knowledge of any cure of any Default or Event of Default unless written notice of such Default or Event of Default has been given to a responsible officer of the Trustee by the Issuer or any Holder.

Section 7.06. Compensation and Indemnity.

The Issuer agrees to pay to the Trustee from time to time such compensation as shall be agreed upon in writing for its services. The Trustee’s compensation shall not be limited by any law regarding compensation of a trustee of an express trust. The Issuer agrees to reimburse promptly the Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee’s agents, counsel, accountants and experts. The Issuer shall indemnify each of the Trustee and each Agent against any and all loss, liability or expense (including reasonable attorneys’ fees and expenses) incurred by it without gross negligence or bad faith on its part arising out of and in connection with the administration of this Indenture, the performance of its respective duties hereunder, and the exercise of its rights hereunder including, without limitation, the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties under this Indenture. The Issuer undertakes to indemnify the Trustee and each of the Agents and their Affiliates against all losses, liabilities, including any and all tax liabilities, which, for the avoidance of doubt, shall include without limitation United States, Brazilian taxes and associated penalties, costs, claims, actions, damages, expenses or demands which any of them may incur or which may be made against any of them as a result of or in connection with the appointment of or the exercise of the powers and duties or rights by the Trustee or any Agent or its Affiliates under this Indenture except as may result from its own gross negligence or willful misconduct. The Trustee and each Agent shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Trustee or such Agent to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. If the Trustee or any Agent, as the case may be, determines in its reasonable discretion that no conflict of interest (or potential conflict of interest) exists, the Issuer will be entitled to participate in the Trustee’s defense of the claim or such Agent’s defense of the claim, as the case may be, and the Trustee or such Agent may have separate counsel and the Issuer shall pay the fees and expenses of such counsel.

To secure the payment obligations of the Issuer in this Section 7.06, the Trustee shall have a lien prior to the Notes on all money or property held or collected by the Trustee or the Paying Agent, except that held in trust to pay principal of and interest on particular Notes.

The obligations of the Issuer pursuant to this Section 7.06 shall survive the payment of the Notes, resignation or removal of the Trustee or any Agent and the satisfaction, discharge and termination of this Indenture. When the Trustee incurs expenses after the occurrence of a Default or Event of Default specified in Section 6.01(h), the expenses are intended to constitute expenses of administration under any bankruptcy law.

The Issuer acknowledges that none of the Trustee, the Paying Agent or any other Agent makes any representations as to the interpretation or characterization of the transactions herein undertaken for tax or any other purpose, in any jurisdiction. The Issuer represents that it has fully satisfied itself as to any tax impact of this Indenture before agreeing to the terms herein, and is responsible for any and all federal, state, local, income, franchise, withholding, value added, sales, use, transfer, stamp or other taxes imposed by any jurisdiction in respect of this Indenture.

The Issuer agrees to pay any and all stamp and other documentary taxes or duties which may be payable in connection with the execution, delivery, performance and enforcement of this Indenture by the Trustee or any Agent.

Section 7.07. Replacement of Trustee.

A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.07. The Trustee may resign at any time by so notifying the Issuer in writing. The Holders of a majority in principal amount of the Notes may remove the Trustee by so notifying the Trustee in writing and may appoint a successor Trustee. The Issuer shall remove the Trustee if:

(i)the Trustee fails to comply with Section 7.09;

(ii)the Trustee is adjudged as bankrupt or insolvent;

(iii)a receiver or other public officer takes charge of the Trustee or its property; or

(iv)the Trustee otherwise becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee) the Issuer shall promptly appoint a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.06.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuer or the Holders of a majority in principal amount of the Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee fails to comply with Section 7.09, any Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

Notwithstanding the replacement of the Trustee pursuant to this Section 7.07, the Issuer’s obligation under Section 7.06 shall continue for the benefit of the retiring Trustee.

Section 7.08. Successor Trustee by Merger.

If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business (including this transaction) or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee.

In case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture any of the Notes shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Trustee may authenticate such Notes in the name of the successor to the Trustee; and in all such cases such adopted certificates shall have the full force of all provisions within the Notes or in this Indenture relating to the certificate of the Trustee.

Section 7.09. Eligibility; Disqualification.

The Trustee hereunder shall at all times be a corporation, bank or trust company organized and doing business under the laws of the United States or any state thereof (i) which is authorized under such laws to exercise corporate trust power, (ii) is subject to supervision or examination by Governmental Authorities, (iii) shall have at all times a combined capital and surplus of at least U.S.$50,000,000 as set forth in its most recent published annual report of condition and (iv) shall have its Corporate Trust Office in The City of New York. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 7.09, it shall resign immediately in the manner and with the effect specified in Section 7.07.

ARTICLE 8

DISCHARGE OF INDENTURE; DEFEASANCE

Section 8.01. Discharge of Liability on Notes.

(a)his Indenture will be discharged and will cease to be of further effect (except as to surviving rights or registration of transfer or exchange of Notes, as expressly provided for in this Indenture) as to all Notes when (i) either (A) all the outstanding Notes heretofore authenticated and delivered (except notes which have been paid and notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation; or (B) all Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or will become due and payable within one year or (y) are to be called for redemption within one year under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and, in each case, the Issuer or either Guarantor has irrevocably deposited or caused to be deposited with the Trustee funds or certain direct, non-callable obligations of, or guaranteed by, the United States sufficient without reinvestment to

pay and discharge the entire indebtedness on the Notes not heretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on, the Notes to the date of deposit (in the case of Notes that have become due and payable) or to the maturity or redemption date, as the case may be, together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment; (ii) if in any such case no Default or Event of Default has occurred and is continuing on the date of such deposit after giving effect thereto; (iii) the Issuer pays all other sums payable hereunder and under the Notes by the Issuer and (iv) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided relating to the satisfaction and discharge of this Indenture have been complied with and at the cost and expense of the Issuer.

(b)Subject to Sections 8.01(c), 8.02 and 8.06, the Issuer or either Guarantor at any time may terminate (i) all their respective obligations under this Indenture and the Notes (“legal defeasance option”) or (ii) their respective obligations under Sections 4.07, 4.08, 4.09, 5.01(iii) and 5.02 and the operation of Sections 6.01(c), 6.01(d) and 6.01(e) (“covenant defeasance option”). The legal defeasance option may be exercised notwithstanding any prior exercise of the covenant defeasance option. Upon exercise by the Issuer or either Guarantor of the legal defeasance option or the covenant defeasance option, the Guarantors’ obligations under the Note Guarantees will terminate, subject to the provisions of Section 8.01(c) and 10.03.

If the legal defeasance option is exercised, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the covenant defeasance option is exercised, payment of the Notes may not be accelerated because of an Event of Default specified in Sections 6.01(c), 6.01(d) or 6.01(e).

Upon satisfaction of the conditions set forth herein and upon request of the Issuer or either Guarantor, the Trustee shall acknowledge in writing the discharge of the obligations of the Issuer and the Guarantors hereunder except those specified in Section 8.01(c).

(c)Notwithstanding Section 8.01(a) and Section 8.01(b), Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 3.01(a), 3.01(b), 3.01(c), 4.06, 7.06, 7.07, 8.04, 8.05, 8.06, 9 10.03, 12.02, 12.03, 12.07, 12.10, 12.11 and 12.14, together with Sections 2, 3, 4, 6, 8(a), 8(b), 8(c), 13, 16, 17 and 18 of the Notes, shall survive until the Notes have been paid in full. Thereafter, the obligations of the Issuer or the Guarantors pursuant to Sections 4.06, 7.06, 7.07, 8.04 and 8.05 shall survive. Furthermore, the Guarantors’ obligations to pay fully and punctually all amounts payable by the Issuer or the Guarantors to the Trustee under this Indenture shall survive.

Section 8.02. Conditions to Defeasance.

The Issuer or either Guarantor may exercise the legal defeasance option or the covenant defeasance option only if:

(a)the Issuer or either Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders (the “defeasance trust”) pursuant to an irrevocable trust and security agreement in form and substance satisfactory to the Trustee, money or U.S. Government Obligations, or a combination thereof, sufficient for the payment of principal of, premium, if any, and interest on, all the Notes to Maturity or redemption;

(b)the Issuer or either Guarantor delivers to the Trustee a written certificate from an internationally recognized firm of independent public accountants expressing their opinion that, without consideration of any reinvestment, the payments of principal of and interest on the Notes when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment and after payment of all federal, state and local taxes or other charges or assessments in respect thereof payable by the Trustee shall provide cash at such times and in such amounts as shall be sufficient to pay principal of, premium, if any, and interest on, all the Notes when due at Maturity or on redemption, as the case may be;

(c)123 days pass after the deposit is made in accordance with the terms of Section 8.02(a) and during such 123-day period no Default or Event of Default specified in Section 6.01(h) occurs which is continuing at the end of the period;

(d)no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto;

(e)the deposit does not constitute a default or event of default under any other agreement binding on the Issuer or the Guarantor;

(f)in the case of the legal defeasance option, the Issuer or either Guarantor delivers to the Trustee an Opinion of Counsel with respect to U.S. Federal income tax matters stating that (1) the Issuer or such Guarantor has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance and shall be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred;

(g)in the case of the covenant defeasance option, the Issuer or either Guarantor delivers to the Trustee an Opinion of Counsel with respect to U.S. federal income tax matters to the effect that the beneficial owners of the Notes shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance and shall be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred;

(h)the Issuer or either Guarantor delivers to the Trustee an Opinion of Counsel, in form and substance reasonably satisfactory to Trustee, to the effect that, after the passage of 123 days following the deposit, the trust funds shall not be subject to any applicable bankruptcy, insolvency, reorganization or similar law affecting creditors’ rights generally; and

(i)the Issuer or either Guarantor delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes as contemplated by this Article 8 have been complied with.

Before or after a deposit, the Issuer or the Guarantors may make arrangements satisfactory to the Trustee for the redemption of Notes at a future date in accordance with Article 3.

Section 8.03. Application of Trust Money.

The Trustee shall hold in trust money or U.S. Government Obligations deposited with it pursuant to Section 8.02. It shall apply the deposited money and the money from U.S. Government Obligations through the Paying Agent or Paying Agents and in accordance with this Indenture to the payment of principal of and interest on the Notes.

Section 8.04. Repayment to Issuer.

Upon termination of the trust established pursuant to Section 8.02, the Trustee and each Paying Agent shall promptly pay to the Issuer upon request, any excess cash or U.S. Government Obligations held by them.

The Trustee and each Paying Agent shall pay to the Issuer, upon request, any money held by them for the payment of principal of or interest on the Notes that remains unclaimed for two years after the due date for such payment of principal or interest, and, thereafter, the Trustee and each Paying Agent, as the case may be, shall not be liable for payment of such amounts hereunder and the Holders shall be entitled to such recovery of such amounts only from the Issuer.

Section 8.05. Indemnity for U.S. Governmental Obligations.

The Issuer shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against deposited U.S. Government Obligations or the principal and interest received on such U.S. Government Obligations.

Section 8.06. Reinstatement.

If the Trustee or any Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with this Article 8 by reason of any legal proceeding or by reason of any order or judgment of any court or Governmental Authority enjoining, restraining or otherwise prohibiting such application, the obligations of the Issuer and the Guarantors under this Indenture, the Notes and the Note Guaranty shall be revived and reinstated as though no deposit had occurred pursuant to this Article 8 until such time as the Trustee or such Paying Agent is permitted to apply all such money or U.S. Government Obligations in accordance with this Article 8; provided, however, that, if the Issuer or the Guarantors made any payment of principal of or interest on any Notes because of the reinstatement of its obligations, the Issuer and the Guarantors shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or U.S. Government Obligations held by the Trustee or such Paying Agent.

ARTICLE 9

AMENDMENTS

Section 9.01. Without Consent of Holders.

The Issuer and the Guarantors, when each authorized by a Resolution, and the Trustee may amend or supplement this Indenture or the Notes, without the consent or vote of any Holder for the following purposes:

(i)to cure any ambiguity, omission, defect or inconsistency;

(ii)to comply with Section 5.01;

(iii)to add to the covenants of the Issuer or the Guarantors for the benefit of the Holders;

(iv)to surrender any right herein conferred upon the Issuer or the Guarantors;

(v)to evidence and provide for the acceptance of an appointment by a successor Trustee;

(vi)to provide for any guarantee of the Notes, to secure the Notes or to confirm and evidence the release, termination or discharge of any guarantee of the Notes when such release termination or discharge is permitted by this Indenture; or

(vii)to comply with any applicable requirements of the SEC.

provided that, in the case of clause (i) or (ii) above, the Issuer has delivered to the Trustee an Opinion of Counsel and an Officer’s Certificate, each stating that such amendment or supplement complies with the provisions of this Section 9.01.

Upon the written request of the Issuer, accompanied by a Resolution authorizing the execution of any supplemental indenture, and upon receipt by the Trustee of the documents described in Section 9.05, the Trustee shall join with the Issuer and the Guarantors in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects its own rights, duties or immunities under this Indenture or otherwise.

The Guarantors must consent to any amendment or supplement hereunder.

Section 9.02. With Consent of Holders.

Except as specified in Section 9.01, the Issuer and the Guarantors, when authorized by a Resolution, and the Trustee, together, may amend or supplement this Indenture or the Notes with the written consent of the Holders of at least a majority in principal amount of the Outstanding Notes for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or modifying in any manner the rights of the Holders under this Indenture, and the Holders of at least a majority in principal amount of the Outstanding Notes may, except as set forth below, waive any past Default or compliance with any provision of this Indenture; provided, however, that, without the consent of each Holder affected, an amendment or waiver may not:

(i)reduce the principal amount of or change the Stated Maturity of any payment on any Note;

(ii)reduce the rate or change the time for payment of interest on any Note;

(iii)reduce the amount payable upon the redemption of any Note or change the time at which any Note may be redeemed;

(iv)change the place of payment for or the currency for payment of principal of, premium, if any, or interest or any Additional Amounts on, any Note;

(v)impair the right to accelerate the Notes or institute suit for the enforcement of any right to payment on or with respect to any Note;

(vi)waive a Default or Event of Default in payment of principal of and interest on the Notes;

(vii)make any change to Sections 6.01, 6.02, 8.01 to 8.06, 9.01, 9.02 or 10;

(viii)modify or change any provision of this Indenture or any Note Guaranty affecting the ranking of the Notes in a manner adverse to the Holders of the Notes; or

(ix)make any change in any Note Guaranty that would adversely affect the Holders of the Notes.

Upon the written request of the Issuer, accompanied by a Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.05 hereof, the Trustee shall join with the Issuer and the Guarantors in the execution of such supplemental indenture but the Trustee shall not be obligated to enter into any such supplemental indenture which affects its own rights, duties or immunities under this Indenture or otherwise.

The Issuer shall deliver to Holders prior written notice of any amendment or waiver proposed to be adopted under this Section 9.02.

It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.

After an amendment or waiver under this Section 9.02 becomes effective, the Issuer shall deliver to Holders a notice briefly describing such amendment or waiver. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment or waiver under this Section 9.02.

The Guarantors must consent to the amendment, supplement or waiver under this Section 9.02.

Section 9.03. Revocation and Effect of Consents and Waivers.

(a)A consent to an amendment or a waiver by a Holder of Notes shall bind the Holder and every subsequent Holder of that Note or portion of the Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent or waiver is not made on the Note. However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder’s Note or portion of the Note if the Trustee receives the written notice of revocation at least one Business Day prior to the date the amendment or waiver becomes effective. After it becomes effective, an amendment or waiver shall bind every Holder.

(b)The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to give their consent or take any other action described above. If a record date is fixed, then notwithstanding Section 9.03(a) those Persons who were Holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date.

Section 9.04. Notation on or Exchange of Notes.

If an amendment changes the terms of a Note, the Issuer may require the Holder to deliver the Note to the Trustee. If so instructed by the Issuer, the Trustee may place an appropriate notation on the Note regarding the changed terms and return it to the Holder. Alternatively, if the Issuer so determines, the Issuer in exchange for the Note shall issue and the Trustee shall authenticate a new Note that reflects the changed terms. Failure to make the appropriate notation or to issue a new Note shall not affect the validity of such amendment.

Section 9.05. Trustee to Sign Amendments.

The Trustee shall sign any amendment authorized pursuant to this Article 9 if the amendment, waiver or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. In signing such amendment, waiver or supplement, in addition to the documents required by Section 12.03, the Trustee shall be entitled to receive indemnity satisfactory to the Trustee and to receive, and, subject to Section 7.01, shall be fully protected in relying upon, in addition to the documents required by Section 12.04, an Officer’s Certificate and an Opinion of Counsel each stating and as conclusive evidence that such amendment, waiver or supplemental indenture is authorized or permitted by this Indenture, that it is not inconsistent herewith, and that it shall be valid and binding upon the Issuer in accordance with its terms.

Section 9.06. Payment for Consent.

Neither the Issuer nor any of its Affiliates shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid or agreed to be paid to all Holders which so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement.

ARTICLE 10

GUARANTEES

Section 10.01. The Note Guarantees.

Subject to the provisions of this Article, each Guarantor hereby irrevocably and unconditionally guarantees, jointly and severally with the Issuer, on an unsecured basis, the full and punctual payment (whether at Stated Maturity, upon redemption, acceleration, or otherwise) of the principal of, premium, if any, and interest on, and all other amounts payable under, each Note, and the full and punctual payment of all other amounts payable by the Issuer under this Indenture. Upon failure by the Issuer to pay punctually any such amount, the Guarantors shall forthwith on demand pay the amount not so paid at the place and in the manner specified in this Indenture. The obligations of the Guarantors under the Note Guarantees shall constitute unsecured unsubordinated obligations of the Guarantors.

Section 10.02. Guaranty Unconditional

The obligations of the Guarantors hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by:

(i)any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer under this Indenture or any Note, by operation of law or otherwise;

(ii)any modification or amendment of or supplement to this Indenture or any Note;

(iii)any change in the corporate existence, structure or ownership of the Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer or its assets or any resulting release or discharge of any obligation of the Issuer contained in this Indenture or any Note;

(iv)the existence of any claim, set-off or other rights which the Guarantors may have at any time against the Issuer, the Trustee or any other Person, whether in connection with this Indenture or any unrelated transactions; provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim;

(v)any invalidity or unenforceability relating to or against the Issuer for any reason of this Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer of the principal of or interest on any Note or any other amount payable by the Issuer under this Indenture;

(vi)any other act or omission to act or delay of any kind by the Issuer, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Guarantors’ obligations hereunder; or

(vii)any petition be filed by or against the Issuer or any of the Guarantors for liquidation or reorganization, should the Issuer or either Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

Section 10.03. Discharge; Reinstatement

Each Guarantor’s obligations hereunder will remain in full force and effect until the principal of, premium, if any, and interest on, the Notes and all other amounts payable by the Issuer under this Indenture have been paid in full. If at any time any payment of the principal of, premium, if any, or interest on, any Note or any other amount payable by the Issuer under this Indenture is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Issuer or otherwise, each Guarantor’s obligations hereunder with respect to such payment will be reinstated as though such payment had been due but not made at such time. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid either to the Trustee or such Holder, the Note Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect.

Section 10.04. Waiver by the Guarantors.

Each Guarantor irrevocably waives (i) acceptance hereof, presentment, demand, protest and any notice not provided for herein, (ii) any requirement that at any time any action be taken by any Person against the Issuer or any other Person, (iii) any requirement that the assets of the Issuer or any other Person (including any Guarantor’s or any other guarantor) first be used, applied or depleted as payment of the Issuer’s or either Guarantor’s obligations hereunder before the assets of any Guarantor may be used, applied or depleted in connection with their Note Guarantees, and (iv) any rights to have any claims against the Issuer or the Guarantors arising under the Notes or this Indenture and/or against the Guarantors under their respective Note Guarantees be divided among the Guarantors or among the Guarantors and the Issuer.

Section 10.05. Subrogation and Contribution.

Upon making any payment with respect to any obligation of the Issuer under this Article, the Guarantor making such payment will be subrogated to the rights of the payee against the Issuer with respect to such obligation; provided that such Guarantor may not enforce either any right of subrogation, or any right to receive payment in the nature of contribution, or otherwise, from any other Guarantor, with respect to such payment so long as any amount payable by the Issuer hereunder or under the Notes remains unpaid.

Section 10.06. Stay of Acceleration.

If acceleration of the time for payment of any amount payable by the Issuer under this Indenture or the Notes is stayed upon the insolvency, bankruptcy or reorganization of the Issuer, all such amounts otherwise subject to acceleration under the terms of this Indenture are nonetheless payable by the Guarantors hereunder forthwith on demand by the Trustee or the Holders.

Section 10.07. Limitation on Amount of Guaranty.

Notwithstanding anything to the contrary in this Article, each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guaranty of each Guarantor not constitute a fraudulent conveyance under applicable fraudulent conveyance provisions of the laws of Brazil, the United States Bankruptcy Code or any comparable provision of state law. To effectuate that intention, the Trustee, the Holders and each Guarantor hereby irrevocably agree that the obligations of each Guarantor under its respective Note Guaranty are limited to the maximum amount that would not render such Guarantor’s obligations subject to avoidance under applicable fraudulent conveyance provisions of the laws of Brazil, the United States Bankruptcy Code or any comparable provision of state law, subject to the survival and reinstatement of the Note Guarantees pursuant to Section 10.03.

Section 10.08. Execution and Delivery of Guaranty.

The execution by each Guarantor of this Indenture evidences the Note Guaranty of such Guarantor, whether or not the person signing as an officer of the applicable Guarantor still holds that office at the time of authentication of any Note. The delivery of any Note by the Trustee after authentication constitutes due delivery of the Note Guaranty set forth in this Indenture on behalf of the applicable Guarantor.

Section 10.09. Release of Guaranty.

The Note Guaranty of each Guarantor will terminate upon the defeasance or discharge of the Notes, as provided in Article 8, subject to those obligations of the applicable Guarantor that shall survive defeasance or discharge.

Upon delivery by the Issuer to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the foregoing effect, the Trustee will execute any documents reasonably requested by the Issuer in writing in order to evidence the release of the applicable Guarantor from its obligations under its Note Guaranty.

Section 10.10. Waivers.

Each Guarantor unconditionally and irrevocably waives any and all benefits set forth under Articles 333 (sole paragraph), 364, 366, 368, 821, 827, 829 (sole paragraph), 830, 834, 835, 837, 838 and 839 of the Brazilian Civil Code (Brazilian Law No. 10,406, of January 10, 2002, as amended) and Articles 130, 131 and 794 of the Brazilian Civil Procedure Code (Brazilian Law No. 13,105, of March 16, 2015, as amended).

ARTICLE 11

SUBSTITUTION OF THE ISSUER

Section 11.01. Substitution of the Issuer.

Notwithstanding any other provision contained in this Indenture, the Issuer may, without the consent of the holders of the Notes (and by purchasing or subscribing for any Notes, each holder of the Notes expressly consents to it), be replaced and substituted by (i) Azul or (ii) any Wholly-Owned Subsidiary of Azul that is an entity organized or existing under the laws of Brazil, the United States, the Cayman Islands, or any other country (or political subdivision thereof) that is a member country of the European Union or of the Organization for Economic Co-operation and Development on the Issue Date as principal debtor (in such capacity, the “Substituted Issuer”) in respect of the Notes; provided that:

(i)such documents shall be executed by the Substituted Issuer, the Issuer, the Guarantors and the Trustee as may be necessary to give full effect to the substitution, including a supplemental indenture whereby the Substituted Issuer assumes all the Issuer’s obligations under this Indenture (together, the “Issuer Substitution Documents”), and (without limiting the generality of the foregoing) pursuant to which the Substituted Issuer shall undertake in favor of each noteholder, the Trustee and the Agents to be bound by the terms and conditions of the Notes and the provisions of this Indenture as fully as if the Substituted Issuer had been named in the Notes and this Indenture as the principal debtor in respect of the Notes in place of the Issuer (or any previous substitute) and the covenants, Events of Default and other relevant provisions shall continue to apply to the Issuer in respect of the Notes as if no such substitution had occurred, it being the intent that the rights of holders in respect of the Notes shall be unaffected by such substitution, subject to Section 11.01(ii) below;

(ii)without prejudice to the generality of the preceding paragraph, the Issuer Substitution Documents shall contain (a) a covenant by the Substituted Issuer and/or such other provisions as may be necessary to ensure that each noteholder has the benefit of a covenant in terms corresponding to the obligation of the Issuer in respect of the payment of additional amounts set forth in Section 4.06 with the substitution for the references to Brazil or United States, as applicable, of references to the territory in which the Substituted Issuer is incorporated, domiciled and/or resident for taxation purposes; provided the Substituted Issuer is incorporated, domiciled or resident for taxation purposes in a territory other than Brazil or the United States, as applicable, and (b) a covenant by the Substituted Issuer and the Issuer to indemnify and hold harmless the Trustee and the Agents and each noteholder against all taxes or duties which arise by reason of a law or regulation having legal effect or being in reasonable contemplation thereof on the date such substitution becomes effective, which may be incurred or levied against the Trustee, any Agent or such holder (or, where such holder is not the beneficial owner of the note, such beneficial owner) as a result of any substitution pursuant

to the conditions set forth in this Section 11.01 and which would not have been so incurred or levied had such substitution not been made (and, without limiting the foregoing, any and all Taxes which are imposed on any such noteholder (or beneficial owner) by any political subdivision or taxing authority of any country in which such noteholder (or beneficial owner) resides or is subject to any such Tax and which would not have been so imposed had such substitution not been made);

(iii)the Issuer shall have procured that any stock exchange on which the Issuer has listed the Notes shall have confirmed in writing that following the proposed substitution of the Substituted Issuer, the Notes would continue to be listed on such stock exchange, or if such confirmation is not received or such continued listing is impracticable or unduly burdensome, the Issuer or Azul may de-list the Notes from such stock exchange; and, in the event of any such de-listing, the Issuer shall use commercially reasonable efforts to obtain an alternative admission to listing, trading and/or quotation of the Notes by another listing authority, stock exchange or system as it may reasonably decide;

(iv)the Issuer shall have delivered, or procured the delivery, to the Trustee of a legal opinion addressed to the Issuer, the Substituted Issuer and the Trustee from a leading firm of lawyers in the country of incorporation of the Substituted Issuer, to the effect that the Issuer Substitution Documents constitute legal, valid and binding obligations of the Substituted Issuer and have been duly authorized, such opinions to be dated as of the date the Issuer Substitution Documents are executed and to be available for inspection by holders at the specified offices of the Trustee;

(v)the Issuer shall have delivered, or procured the delivery, to the Trustee of a legal opinion addressed to the Issuer, the Substituted Issuer and the Trustee from a leading firm of United States or Brazilian lawyers acting for the Issuer to the effect that the Issuer Substitution Documents have been duly authorized, executed and delivered by the Issuer and the Guarantors and that they constitute legal, valid and binding obligations of the Issuer and the Guarantors, such opinion to be dated as of the date the Issuer Substitution Documents are executed and to be available for inspection by holders at the specified offices of the Trustee;

(vi)the Issuer shall have delivered, or procured the delivery, to the Trustee of a legal opinion addressed to the Issuer, the Substituted Issuer and the Trustee from a leading firm of New York lawyers to the effect that the Issuer Substitution Documents constitute legal, valid and binding obligations of the parties thereto under New York law, such opinion to be dated as of the date the Issuer Substitution Documents are executed and to be available for inspection by noteholders at the specified offices of the Trustee;

(vii)the Substituted Issuer shall have appointed a process agent in the Borough of Manhattan, the City of New York to receive service of process on its behalf in relation to any legal action or proceedings arising out of or in connection with this Indenture, Notes or the Issuer Substitution Documents;

(viii)no Event of Default has occurred and is continuing;

(ix)the substitution complies with any applicable requirements of the laws of Brazil in connection therewith; and

(x)each of the Substituted Issuer and the Issuer shall deliver to the Trustee an Officer’s Certificate, executed by their respective authorized officers, certifying that the terms of this Section 11.01 have been complied with and attaching copies of all documents contemplated herein.

Section 11.02. Deemed Substitution

Upon the execution of the Issuer Substitution Documents and the satisfaction of the conditions referred to in Section 11.01 above, the Substituted Issuer shall be deemed to be named in the Notes as the principal debtor in place of the Issuer (or of any previous substitute under these provisions) and the Notes shall thereupon be deemed to be amended to give effect to the substitution. Except as set forth above, the execution of the Issuer Substitution Documents shall operate to release the Issuer (or such previous substitute as aforesaid) from all its obligations in respect of the Notes and its obligation to indemnify the Trustee under this Indenture.

Section 11.03. Production of Issuer Substitution Documents

The Issuer Substitution Documents shall be deposited with and held by the Trustee for so long as any Note remain outstanding and for so long as any claim made against the Substituted Issuer or the Issuer by any noteholder in relation to the Notes or the Issuer Substitution Documents shall not have been finally adjudicated, settled or discharged. The Substituted Issuer and the Issuer shall acknowledge in the Issuer Substitution Documents the right of every noteholder to the production of the Issuer Substitution Documents for the enforcement of any of the Notes or the Issuer Substitution Documents.

Section 11.04. Notice of Substitution

Not later than 10 business days after the execution of the Issuer Substitution Documents, the Substituted Issuer shall give notice thereof to the holders in accordance with the provisions described in Section 12.02 below.

ARTICLE 12

MISCELLANIOUS

Section 12.01. Provisions of Indenture and Notes for the Sole Benefit of Parties and Holders of Notes.

Nothing in this Indenture or the Notes, expressed or implied, shall give to any Person other than the parties hereto and their successors hereunder and the Holders of the Notes any benefit or any legal or equitable right, remedy or claim under this Indenture or the Notes.

Section 12.02. Notices.

Any request, demand, authorization, direction, notice, consent, waiver or other communication or document provided or permitted by this Indenture to be made upon, given, provided or furnished to, or filed with, any party to this Indenture shall, except as otherwise expressly provided herein, be in writing and shall be deemed to have been received only upon actual receipt thereof by prepaid first class mail, courier, telecopier or electronic transmission, addressed to the relevant party as follows:

To the Issuer and the Guarantors:

c/o Azul S.A. Edifício Jatobá, 8th Floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939 Tamboré, Barueri, São Paulo, SP 06460-040, Brazil Fax: +55 11 4134-9890 Attention: Raphael Linares

With a copy to, which shall not constitute notice:

Shearman & Sterling LLP 599 Lexington Avenue

New York, New York

10022-6069

United States of America

Attention: Roberta B. Cherman and Jonathan A. Lewis Facsimile: +1 646-848-4668

To the Trustee, Registrar, Transfer Agent or Paying Agent:

UMB Bank, National Association

5910 N Central Expressway, Suite 1900

Dallas, Texas 75206

United States of America

Attention: Corporate Trust and Escrow Services

Notices or communications to the Guarantors will be deemed given if given to the Issuer.

Facsimile, documents executed, scanned and transmitted electronically and electronic signatures, including those created or transmitted through a software platform or application, shall be deemed original signatures for purposes of this Indenture and all matters and agreements related thereto, with such facsimile, scanned and electronic signatures having the same legal effect as original signatures. The parties agree that this Indenture or any instrument, agreement or document necessary for the consummation of the transactions contemplated by this Indenture or related hereto or thereto (including, without limitation, addendums, amendments, notices, instructions, communications with respect to the delivery of securities or the wire transfer of funds or other communications) (“Executed Documentation”) may be accepted, executed or agreed to through the use of an electronic signature in accordance with applicable laws, rules and regulations in effect from time to time applicable to the effectiveness and enforceability of electronic signatures. Any Executed Documentation accepted, executed or agreed to in conformity with such laws, rules and regulations will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto or thereto. When the Trustee acts on any Executed Documentation sent by electronic transmission, the Trustee will not be responsible or liable for any losses, costs or expenses arising directly or indirectly from its reliance upon and compliance with such Executed Documentation, notwithstanding that such Executed Documentation (a) may not be an authorized or authentic communication of the party involved or in the form such party sent or intended to send (whether due to fraud, distortion or otherwise) or (b) may conflict with, or be inconsistent with, a subsequent written instruction or communication; it being understood and agreed that the Trustee shall conclusively presume that Executed Documentation that purports to have been sent by an authorized officer of a Person has been sent by an authorized officer of such Person. The party providing Executed Documentation through electronic transmission or otherwise with electronic signatures agrees to assume all risks arising out of such electronic methods, including, without limitation, the risk of the Trustee acting on unauthorized instructions and the risk of interception and misuse by third parties.

Any party by written notice to the other parties may designate additional or different addresses for subsequent notices or communications.

Where this Indenture provides for the giving of notice to Holders, such notice shall be deemed to have been given upon the mailing of first class mail, postage prepaid, of such notice to Holders of the Notes at their registered addresses as recorded in the Register, or, as to any Global Note registered in the name of DTC or its nominee, as agreed by the Issuer, the Trustee and DTC.

The Issuer shall also cause all other such publications of such notices as may be required from time to time by applicable Brazilian and U.S. law, including, without limitation, those required under the applicable regulations issued by the CVM and the SEC.

Failure to mail or provide a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed or provided to a Holder in the manner provided above, it is duly given, whether or not the addressee receives it.

Section 12.03. Electronic Instructions to Trustee.

The Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, pdf, facsimile transmission or other similar unsecured electronic methods, provided, however, that the Trustee shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the Issuer elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction, except as may result from its own gross negligence or willful misconduct. The Issuer agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk or interception and misuse by third parties.

Section 12.04. Officer’s Certificate and Opinion of Counsel as to Conditions Precedent

Upon any request or application by the Issuer to the Trustee to take or refrain from taking any action under this Indenture, the Issuer shall furnish to the Trustee:

(i)an Officer’s Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

(ii)an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05) stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Section 12.05. Statements Required in Officer’s Certificate or Opinion of Counsel

Each certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture shall include substantially:

(i)a statement that each Person making or rendering such Officer’s Certificate or Opinion of Counsel has read such covenant or condition and the related definitions;

(ii)a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such Officer’s Certificate or Opinion of Counsel are based;

(iii)a statement that, in the opinion of each such Person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(iv)a statement as to whether or not, in the opinion of each such Person, such covenant or condition has been complied with.

Section 12.06. Rules by Trustee, Registrar, Paying Agent and Transfer Agents

The Trustee may make reasonable rules for action by or a meeting of Holders. The Registrar, the Paying Agents and the Transfer Agents may make reasonable rules for their functions.

Section 12.07. Currency Indemnity

U.S. Dollars are the sole currency of account and payment for all sums payable by the Issuer or the Guarantors under or in connection with the Notes and the Note Guaranty, including damages. Any amount received or recovered in a currency other than U.S. Dollars (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the winding-up or dissolution of the Issuer or otherwise) by any Holder of a Note in respect of any sum expressed to be due to it from the Issuer or the Guarantors shall only constitute a discharge to the Issuer or the Guarantors, as the case may be, to the extent of the U.S. Dollar amount which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If that U.S. Dollar amount is less than the U.S. Dollar amount expressed to be due to the recipient under any Note, the Issuer and the Guarantors shall indemnify such Holder against any loss sustained by it as a result, and if the amount of U.S. Dollars so purchased is greater than the sum originally due to such Holder, such Holder shall, by accepting a Note, be deemed to have agreed to repay such excess. In any event, the Issuer and the Guarantors shall indemnify the recipient against the cost of making any such purchase.

For the purposes of this Section 12.07, it shall be sufficient for the Holder of a Note to certify in a satisfactory manner (indicating the sources of information used) that it would have suffered a loss had an actual purchase of U.S. Dollars been made with the amount so received in that other currency on the date of receipt or recovery (or, if a purchase of U.S. Dollars on such date had not been practicable, on the first date on which it would have been practicable, it being required that the need for a change of date be certified in the manner mentioned above). These indemnities constitute a separate and independent obligation from the other obligations of the Issuer and the Guarantors, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by any Holder of a Note and shall continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Note.

Section 12.08. No Recourse Against Others

No director, officer, employee, partner or shareholder, as such, of the Issuer, the Guarantors or the Trustee shall have any liability for any obligations of the Issuer, the Guarantors or the Trustee, respectively, under this Indenture or the Notes or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Holder shall waive and release all such liability. The waiver and release shall be part of the consideration for the issue of the Notes.

Section 12.09. Legal Holidays

In any case where any Interest Payment Date or redemption date or date of Maturity of any Note shall not be a Business Day, then (notwithstanding any other provision of this Indenture or of the Notes) payment of interest or principal need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date or redemption date or date of Maturity; provided that no interest shall accrue for the period from and after such Interest Payment Date or redemption date or date of Maturity, as the case may be on account of such delay.

Section 12.10. Governing Law

THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE AND THE NOTES AND THE NOTE GUARANTY WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 12.11. Consent to Jurisdiction; Waiver of Immunities

(a)Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of any New York state or U.S. federal court sitting in the Borough of Manhattan in The City of New York with respect to actions brought against it as a defendant in respect of any suit, action or proceeding or arbitral award arising out of or relating to this Indenture or the Notes or any transaction contemplated hereby or thereby (a “Proceeding”), and irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each of the parties hereto irrevocably waives, to the fullest extent it may do so under applicable law, trial by jury and any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in any such court and any claim that any such Proceeding brought in any such court has been brought in an inconvenient forum. Each of the Issuer and the Guarantors irrevocably appoints Cogency Global Inc. (the “Process Agent”), with an office at 122 East 42nd Street, 18th Floor, New York, NY 10168, as its authorized agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process which may be served in any Proceeding. If for any reason such Person shall cease to be such agent for service of process, each of the Issuer and the Guarantors shall forthwith appoint a new agent of recognized standing for service of process in the State of New York and deliver to the Trustee a copy of the new agent’s acceptance of that appointment within 30 days. Nothing herein shall affect the right of the Trustee, any Agent or any Holder to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Issuer and the Guarantors in any other court of competent jurisdiction.

(b)Each of the Issuer and the Guarantors hereby irrevocably appoints the Process Agent as its agent to receive, on behalf of itself and its property, service of copies of the summons and complaint and any other process which may be served in any such suit, action or proceeding brought in such New York state or U.S. federal court sitting in the Borough of Manhattan in The City of New York. Such service shall be made by delivering by hand a copy of such process to the Issuer or the Guarantors, as the case may be, in care of the Process Agent at the address specified above. The Issuer irrevocably authorizes and directs the Process Agent to accept such service on its behalf. Failure of the Process Agent to give notice to the Issuer or failure of the Issuer to receive notice of such service of process shall not affect in any way the validity of such service on the Process Agent or the Issuer. As an alternative method of service the Issuer consents to the service of any and all process in any such Proceeding by the delivery by hand of copies of such process to the Issuer at its address specified in Section 12.02 or at any other address previously furnished in writing by the Issuer to the Trustee. The Issuer covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the designation of the Process Agent above in full force and effect during the term of the Notes, and to cause the Process Agent to continue to act as such.

(c)Nothing in this Section 12.11 shall affect the right of any party, including the Trustee, any Agent or any Holder, to serve legal process in any other manner permitted by law or affect the right of any party to bring any action or proceeding against any other party or its property in the courts of other competent jurisdictions.

(d)Each of the Issuer and the Guarantors irrevocably agrees that, in any proceedings anywhere (whether for an injunction, specific performance or otherwise), no immunity (to the extent that it may at any time exist, whether on the grounds of sovereignty or otherwise) from such proceedings, from attachment (whether in aid of execution, before judgment or otherwise) of its assets or from execution of judgment shall be claimed by it or on its behalf or with respect to its assets, except to the extent required by applicable law, any such immunity being irrevocably waived, to the fullest extent permitted by applicable law. Each of the Issuer and the Guarantors irrevocably agrees that, where permitted by applicable law, it and its assets are, and shall be, subject to such proceedings, attachment or execution in respect of its obligations under this Indenture or the Notes.

Section 12.12. Successors and Assigns

All covenants and agreements of the Issuer and the Guarantors in this Indenture, the Notes and the Note Guaranty shall bind their respective successors and assigns, whether so expressed or not. All agreements of the Trustee in this Indenture shall bind its successors.

Section 12.13. Multiple Originals

The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture.

Section 12.14. Severability Clause

In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. To the extent permitted by applicable law, the parties hereby waive any provision of law which renders any term or provision hereof invalid or unenforceable in any respect.

Section 12.15. Force Majeure

In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Section 12.16. Indenture Controls

If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of this Indenture, such provision of this Indenture shall control.

Section 12.17. Limited Incorporation by Reference of Trust Indenture

This Indenture is not subject to the mandatory provisions of the Trust Indenture Act. The provisions of the Trust Indenture Act are not incorporated by reference in or made part of this Indenture unless specifically provided herein.

Section 12.18. USA Patriot Act

The parties hereto acknowledge that, in accordance with Section 326 of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (as amended, modified or supplemented from time to time, the “USA Patriot Act”), the Trustee, like all financial institutions, is required to obtain, verify and record information that identifies each person or legal entity that opens an account. The parties to this Indenture agree that they will provide the Trustee with such information as the Trustee may request in order for the Trustee to satisfy the requirements of the USA Patriot Act.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the date first written above.

AZUL INVESTMENTS LLP,
as the Issuer
By:	Azul Linhas Aéreas Brasileiras S.A.,
	as Managing Partner
By:	/s/ Raphael Linares Felippe
	Name:	Raphael Linares Felippe
	Title:	Attorney-in-Fact
AZUL S.A.
as Guarantor
By:	/s/ Raphael Linares Felippe
	Name:	Raphael Linares Felippe
	Title:	Attorney-in-Fact
AZUL LINHAS AÉREAS BRASILEIRAS S.A.
as Guarantor
By:	/s/ Raphael Linares Felippe
	Name:	Raphael Linares Felippe
	Title:	Attorney-in-Fact

[Signature Page to Indenture]

UMB BANK NATIONAL ASSOCIATION
as Trustee, Registrar, Transfer Agent and Paying Agent
By:	/s/ Israel Lugo
	Name:	Israel Lugo
	Title:	Vice President

[Signature Page to Indenture]

EXHIBIT A

FORM OF NOTE

[[RESTRICTED][REGULATION S] GLOBAL NOTE]

Include the following legend on all Notes that are Global Notes

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS GLOBAL NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY DEFINITIVE NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

Include the following Securities Act Legend on all Notes that are Restricted Global Notes.

THIS NOTE AND THE GUARANTEES HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER AGREES THAT IT WILL NOT OFFER, RESELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE EXCEPT (1) (A) TO THE ISSUER, EITHER GUARANTOR OR ANY OF THEIR RESPECTIVE SUBSIDIARIES, (B) TO PERSONS REASONABLY BELIEVED TO BE A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER (IF

A-1

EXHIBIT A

AVAILABLE) OR ANOTHER AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS OTHER THAN RULE 144A OR REGULATION S, OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (2) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER SECURITIES ACT.

Include the following Regulation S Legend on all Notes that are Regulation S Notes.

THIS NOTE AND THE GUARANTEES THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS UNLESS SUCH OFFER OR SALE OF THE NOTES IS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF IS AVAILABLE. THE FOREGOING SHALL NOT APPLY FOLLOWING THE EXPIRATION OF FORTY DAYS FROM THE LATER OF (I) THE DATE ON WHICH THE NOTES WERE FIRST OFFERED AND (II) THE DATE OF ISSUANCE OF THE NOTES.

Include the following legend on all Notes that are Certificated Notes

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND ANY TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH REGISTRAR OR TRANSFER AGENT MAY REASONABLY REQUIRE.

A-2

EXHIBIT A

[FORM OF FACE OF NOTE]

AZUL INVESTMENTS LLP

U.S.$370,490,204
7.500% Senior Notes Due 2030
[RESTRICTED GLOBAL NOTE]
[REGULATION S GLOBAL NOTE]
[CERTIFICATED NOTE]
Representing U.S.$ [_____]
7.500% Senior Notes Due 2030

No. [R-1] [S-1]

CUSIP No. 144A: 05502FAE8 / Reg S: U0551UAC7	Principal Amount
ISIN No. 144A: US05502FAE88 / Reg S: USU0551UAC72	U.S.$ __________
Common Code 144A: 267524009 / Reg S: 267524041	as revised by the Schedule of Increases and Decreases in Global Note attached hereto

AZUL INVESTMENTS LLP, a Delaware limited liability partnership (the “Issuer,” which term includes any successor corporation under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to Cede & Co., or registered assigns, U.S.$ [•], upon presentment and surrender of this Note on June 30, 2030 or on such date or dates as the then relevant principal sum may become payable in accordance with the provisions hereof and in the Indenture.

Interest on the outstanding principal amount shall be borne at the rate of 7.500% per annum payable quarterly in arrears on each March 30, June 30, September 30 and December 30 (each such date an “Interest Payment Date”), with the first Interest Payment Date being December 30, 2023, all subject to and in accordance with the terms and conditions set forth herein and in the Indenture; provided, however, that in the event that the Issuer shall at any time default on the payment of interest or such other amounts as any may be payable in respect of the Notes or the Note Guarantees, the Issuer shall pay interest on overdue principal or installments of interest, to the extent lawful, at the rate borne by the Notes plus 2% per annum.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

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EXHIBIT A

Unless the certificate of authentication herein has been executed by the Trustee or Authenticating Agent by the manual or electronic signature of one of its authorized signatories, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed.

Dated:

AZUL INVESTMENTS LLP
By:	Azul Linhas Aéreas Brasileiras S.A.,
	as Managing Partner
By:
	Name:
	Title:

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TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes referred to in the within mentioned Indenture.

UMB BANK, NATIONAL ASSOCIATION
as Trustee
By:
	Authorized Signatory

Dated:

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EXHIBIT A

[FORM OF REVERSE SIDE OF NOTE]

7.500% Senior Notes Due 2030

TERMS AND CONDITIONS OF THE NOTES

This Note is one of a duly authorized issue of 7.500% Senior Notes Due 2030 of the Issuer. The Notes constitute unsecured unsubordinated obligations of the Issuer, initially in an aggregate principal amount of U.S.$370,490,204.

1.    Indenture.

The Notes are, and shall be, issued under an Indenture, dated as of September 28, 2023 (the “Indenture”), among the Issuer, Azul S.A. and Azul Linhas Aéreas Brasileiras S.A., as guarantors (the “Guarantors”), and UMB Bank, National Association, as trustee (the “Trustee”), Registrar, Transfer Agent and Paying Agent (the “Paying Agent”) (collectively, the “Agents” and each individually an “Agent”). The terms of the Notes include those stated in the Indenture. The Holders of the Notes shall be entitled to the benefit of, be bound by and be deemed to have notice of, all provisions of the Indenture. Reference is hereby made to the Indenture and all supplemental indentures thereto for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Trustee, each Agent and the Holders of the Notes and the terms upon which the Notes, are, and are to be, authenticated and delivered. All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in the Indenture. Copies of the Indenture and each Global Note shall be available for inspection at the offices of the Trustee and each Paying Agent.

The Indenture imposes certain limitations on consolidation, merger and certain other transactions involving the Issuer. In addition, the Indenture requires the maintenance of the existence of each Guarantor and their respective Subsidiaries, subject to certain exceptions, the payment of certain taxes and claims and reporting requirements applicable to the Issuer.

This Note is one of the Notes referred to in the Indenture. The Notes are treated as a single class of securities under the Indenture.

2.    Principal.

The Issuer promises to pay the principal on June 30, 2030, unless earlier redeemed in accordance with Section 8 below.

3.    Interest.

The Notes bear interest at the rate per annum shown above from the Issue Date or from the most recent Interest Payment Date (as defined below) to which interest has been paid or provided for, payable quarterly in arrears on each March 30, June 30, September 30 and December 30 of each year (each such date, an “Interest Payment Date”), with the first Interest Payment Date being December 30, 2023. Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months. The Issuer shall pay interest on overdue principal or installments of interest, to the extent lawful, at the rate borne by the Notes plus 2% per annum.

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EXHIBIT A

4.    Method of Payment.

Payments of interest in respect of each Note shall be made on each Interest Payment Date by the Paying Agents to the Persons shown on the Register at the close of business on the March 15, June 15, September 15 and December 15 as the case may be (each, a “Record Date”), immediately preceding such Interest Payment Date.

Payments in respect of each Note shall be made by wire or by U.S. Dollar check drawn on a bank in The City of New York and may be delivered to the Holder of such Note at its address appearing in the Register. Upon written application by the Holder to the specified office of any Paying Agent not less than 15 days before the due date for any payment in respect of a Note, such payment may be made by wire transfer to a U.S. Dollar account maintained by the payee with a bank in The City of New York. Payment of principal in respect of each Note shall be made on any Payment Date for such principal to the Person shown on the Register at the close of business on the fifteenth day immediately preceding such Payment Date.

All payments on this Note are subject in all cases to any applicable tax or other laws and regulations, but without prejudice to the provisions of Paragraph 6 hereof. Except as provided in Section 2.08 of the Indenture, no fees or expenses shall be charged to the Holders in respect of such payments.

If the Payment Date in respect of any Note is not a business day at the place in which it is presented for payment, the Holder thereof shall not be entitled to payment of the amount due until the next succeeding business day at such place and shall not be entitled to any further interest or other payment in respect of any such delay.

If the amount of principal or interest which is due on the Notes is not paid in full, the Registrar shall annotate the Register with a record of the amount of interest, if any, in fact paid.

5.    Registrar, Paying Agent and Transfer Agent.

The Trustee shall act as Registrar, Transfer Agent and Paying Agent of the Notes. The Issuer may appoint and change any Registrar, Paying Agent or Transfer Agent in accordance with the terms of the Indenture.

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EXHIBIT A

6.    Additional Amounts.

All payments (including any premium paid upon redemption of the Notes) by or on behalf of the Issuer or a successor in respect of the Notes or by or on behalf of any Guarantor or a successor in respect of the Note Guarantees will be made free and clear of, and without withholding or deduction for or on account of, any present or future taxes, duties, assessments, or other governmental charges of whatever nature (“Taxes”) imposed or levied by or on behalf of Brazil, the United States or any authority therein or thereof or any other jurisdiction in which the Issuer or the Guarantors (or, in each case, their successor) are organized or doing business or from or through which payments are made in respect of the Notes or the Note Guarantees, or any political subdivision or taxing authority thereof or therein (any of the aforementioned being a “Taxing Jurisdiction”), unless the Issuer or the Guarantors (or their respective successor) or any paying agent is compelled by law to deduct or withhold such taxes, duties, assessments, or governmental charges. If the Issuer, a Guarantor or a paying agent is compelled by law to make such deduction or withholding, the Issuer or the Guarantors (or their respective successor) will make such deduction or withholding, make payment of the amount so withheld to the appropriate Governmental Authority and pay such additional amounts as may be necessary to ensure that the net amounts received by registered Holders of Notes after such withholding or deduction shall equal the respective amounts of principal and interest (or other amounts stated to be payable under or in respect of the Notes) which would have been received in respect of the Notes in the absence of such withholding or deduction (“Additional Amounts”). Notwithstanding the foregoing, no such Additional Amounts shall be payable:

(i)    to, or to a third party on behalf of, a Holder who is liable for such Taxes in respect of such Note by reason of the existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of such Holder, if such Holder is an estate, a trust, a partnership, or a corporation) and the relevant Taxing Jurisdiction, including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member or shareholder) being or having been a citizen or resident thereof or being or having been engaged in a trade or business or present therein or having, or having had, a permanent establishment therein, other than the mere holding of the Note or enforcement of rights under the Indenture and the receipt of payments with respect to the Note;

(ii)    in respect of Taxes that would not have been so withheld or deducted if the Note had been surrendered or presented for payment (if surrender or presentment is required) not more than 30 days after the Relevant Date except to the extent that payments under such Note would have been subject to withholdings and the Holder of such Note would have been entitled to such Additional Amounts, on surrender of such Note for payment on the last day of such period of 30 days;

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EXHIBIT A

(iii)    to, or to a third party on behalf of, a Holder who is liable for such Taxes by reason of such Holder’s failure to comply (to the extent it is legally eligible to do so) with any certification, identification, documentation or other reporting requirement concerning the nationality, residence, identity or connection with the relevant Taxing Jurisdiction of such Holder, if (1) compliance is required by law or an applicable income treaty as a precondition to, exemption from, or reduction in the rate of, the Tax, and (2) the Issuer has given the Holders at least 30 days’ notice that Holders will be required to provide such certification, identification, documentation or other requirement;

(iv)    in respect of any estate, inheritance, gift, sales, transfer, excise or personal property or similar Tax, other than as provided in Section 4.06(i) of the Indenture;

(v)    in respect of any Tax which is payable other than by deduction or withholding from payments under or with respect to the Note or any Note Guaranty; or

(vii)    in respect of any combination of the above.

Notwithstanding anything to the contrary in this Paragraph 6, none of the Issuer, the Guarantors, their respective successors, the Paying Agent or other person shall be required to pay any Additional Amounts with respect to any payment in respect of any Taxes imposed under Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) or any successor law or regulation implementing or complying with, or introduced in order to conform to, such sections or any intergovernmental agreement or imposed pursuant to any agreement entered into pursuant to section 1471(b)(1) of the Code.

No Additional Amounts shall be paid with respect to any payment on a Note to a Holder who is a fiduciary, a partnership, a limited liability company or other than the sole beneficial owner of that payment to the extent that payment would be required by the relevant Taxing Jurisdiction to be included in the income, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a member of that partnership, an interest holder in a limited liability company or a beneficial owner who would not have been entitled to the Additional Amounts had that beneficiary, settlor, member or beneficial owner been the Holder.

Payments on the Notes are subject in all cases to any applicable tax, fiscal or other law or regulation or administrative or judicial interpretation. Except as specifically provided above, neither the Issuer nor the Guarantors shall be required to pay Additional Amounts with respect to any Tax imposed by any government or a political subdivision or taxing authority thereof or therein.

Each of the Issuer and the Guarantors (or their successors) will pay any Taxes required to be deducted or withheld pursuant to applicable law and furnish to the Holders, within 60 days after the date such payment is due, either certified copies of tax receipts evidencing such payment, or, if such receipts are not obtainable, other evidence of such payments reasonably satisfactory to the Holders.

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EXHIBIT A

In the event that Additional Amounts actually paid with respect to the Notes are based on rates of deduction or withholding of withholding taxes in excess of the appropriate rate applicable to the Holder of such Notes, and, as a result thereof such Holder is entitled to make claim for a refund or credit of such excess from the authority imposing such withholding tax, then such Holder shall, by accepting such Notes, be deemed to have assigned and transferred all right, title, and interest to any such claim for a refund or credit of such excess to the Issuer.

Any reference in the Indenture or the Notes to principal, interest or any other amount payable in respect of the Notes by the Issuer or the Note Guarantees by the Guarantors (or their successors) will be deemed also to refer to any Additional Amount, unless the context requires otherwise, that may be payable with respect to that amount under the obligations referred to in this Paragraph 6.

The Issuer or the Guarantors, as applicable, will pay when due any present or future stamp, transfer, court or documentary taxes or any other excise or property taxes or any other similar Taxes and any penalties, additions to tax or interest due with respect thereto imposed by any Taxing Jurisdiction (or any political subdivision or Governmental Authority thereof or therein having power to tax) with respect to the initial execution, delivery or registration of the Notes, or the subsequent performance, redemption or retirement of the Notes or any other document or instrument relating thereto.

The obligations of the Issuer and the Guarantors pursuant to this Paragraph 6 will survive termination, defeasance or discharge of the Indenture, payment of the Notes and/or resignation or removal of the Trustee or the Paying Agent.

7.    Open Market Purchases.

The Issuer or its Affiliates may at any time purchase Notes in the open market or otherwise at any price agreed with the Holder of the Notes to be purchased. Any such purchased Notes will not be resold, except in compliance with applicable requirements or exemptions under the relevant securities laws.

8.    Redemption.

Except as described in Section 3.01 of the Indenture and this Paragraph 8, the Notes may not be redeemed.

(a)On or after June 30, 2026 (the “Initial Call Date”), the Issuer or any successor of the Issuer may, at its option, redeem the Notes, in whole or in part, at the following redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest to, but excluding, the redemption date and Additional Amounts, if any, on the Notes redeemed to the applicable redemption date, if redeemed during the twelve-month period beginning on June 30 of the years indicated below, subject to the rights of holders of the Notes on the relevant record date to receive interest on the relevant interest payment date:

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EXHIBIT A

Year	Percentage
2026	103.750%
2027	101.875%
2028 (and thereafter):	100.000%

(b)Prior to the Initial Call the Date, the Issuer or any successor of the Issuer may, at its option, redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount of the Notes to be redeemed and rounded to three decimal places) equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes were redeemed on the Initial Call Date at the applicable redemption price for such date set forth in the table under Section 3.01Section 3.01(b)) on a quarterly basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points less (b) interest accrued to the redemption date; and (2) 100% of the principal amount of the Notes to be redeemed; plus, in either case, accrued and unpaid interest thereon, and any additional amounts, if any, to the redemption date.

(c)On or prior to September 28, 2026, the Issuer or any successor of the Issuer may, at its option, on any one or more occasions redeem up to 35% of the outstanding aggregate principal amount of the Notes using the Net Cash Proceeds of one or more Equity Offerings at a redemption price equal to 107.500% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to but excluding the redemption date and additional amounts, if any (subject to the right of holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date); provided that: (i) at least 65% of the aggregate principal amount of the Notes remains outstanding after each such redemption; and (ii) such redemption occurs within 90 days after the closing of such Equity Offering.

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(d)If, as a result of any change in or amendment to the tax laws (or any rules or regulations thereunder) of a Taxing Jurisdiction, or any amendment to or change in an official interpretation, administration or application of such laws rules or regulations or, any treaties, or related agreements relating to or affecting taxation to which a Taxing Jurisdiction is a party (including a holding by a court of competent jurisdiction), which change or amendment becomes effective or, in the case of a change in official position, is announced on or after the issue date of the Notes (or, if the Taxing Jurisdiction become a Taxing Jurisdiction on a later date, such later date), (i) the Issuer or any successor to the Issuer has or will become obligated to pay Additional Amounts (as defined in Section 4.06 of the Indenture and Paragraph 6 hereof) or (ii) any of the Guarantors or any successor to any of the Guarantors has or will become obligated to pay Additional Amounts, in each case, in excess of the Additional Amounts, if any, that would have been payable on the date that the relevant Taxing Jurisdiction became a Taxing Jurisdiction, the Issuer or any of its successors may, at its option, redeem all, but not less than all, of the Notes, at a redemption price equal to 100% of their principal amount, together with accrued and unpaid interest to but excluding the date fixed for redemption (including any Additional Amounts which are then payable), upon publication of irrevocable notice to Holders not less than 30 days nor more than 60 days prior to the date fixed for redemption. No notice of such redemption may be given earlier than 60 days prior to the earliest date on which the Issuer, the Guarantors or successor to the foregoing would, but for such redemption, become obligated to pay any such Additional Amounts were payments then due. For the avoidance of doubt, the Issuer or any successor to the Issuer shall not have the right to so redeem the Notes unless (a) it is obligated or will become obligation to pay such Additional Amounts or (b) any of the Guarantors or any successor to any of the Guarantors is or will become obligated to pay Additional Amounts. Notwithstanding the foregoing, the Issuer or any successor to the Issuer shall not have the right to so redeem the Notes unless it has taken reasonable measures (including without limitation, using reasonable measures to cause payment on the Notes to be made through a paying agent in a different jurisdiction or by the Issuer, its successor or another Subsidiary of Azul) to avoid the obligation to pay such Additional Amounts. For the avoidance of doubt, reasonable measures do not include changing the jurisdiction of incorporation of the Issuer or any successor of the Issuer.

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EXHIBIT A

(e)In the event that the Issuer or any successor elects to so redeem the Notes pursuant to Section 3.01 of the Indenture and Section 8(d) above, it will deliver to the Trustee: (i) a certificate, signed in the name of the Issuer by any two of its executive officers or by its attorney-in-fact in accordance with its bylaws, stating that the Issuer or any successor to the Issuer is entitled to redeem the Notes pursuant to their terms and setting forth a statement of facts showing that the condition or conditions precedent to the right of the Issuer or any successor to the Issuer to so redeem have occurred or been satisfied and that such obligation to pay additional amounts cannot be avoided by taking reasonable measures to avoid such obligation (including, without limitation, by causing payment on the notes to be made through a paying agent in a different jurisdiction or by a Subsidiary of Azul); and (ii) an Opinion of Counsel to the effect that (1) the Issuer or any successor to the Issuer has or will become obligated to pay Additional Amounts or the Guarantors or any successor to the Guarantors is or will become obligated to pay Additional Amounts in either case in excess of the additional amounts, if any, that would have been payable on the date that the relevant Taxing Jurisdiction became a Taxing Jurisdiction, (2) such obligation is the result of a change in or amendment to the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction, as described above and (3) that all governmental requirements necessary for the Issuer to effect the redemption have been complied with.

9.    Denominations; Transfer; Exchange.

The Notes are in registered form without coupons in minimum denominations of U.S.$200,000 and integral multiples of U.S.$1.00 in excess thereof.

A Holder may transfer or exchange Notes in accordance with the Indenture. The Trustee, the Registrar or Transfer Agent, as the case may be, may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture (other than any Additional Amounts).

The Trustee, the Registrar or Transfer Agent, as the case may be, need not register the transfer or exchange of any Notes selected for redemption or any Notes for a period of 15 days before a selection of Notes to be redeemed or before an Interest Payment Date.

10.    Persons Deemed Owners.

The registered Holder of this Note may be treated as the owner thereof for all purposes.

11.    Unclaimed Money.

Subject to applicable law, the Trustee and the Paying Agents shall pay to the Issuer upon request any monies held by them for the payment of principal or interest that remains unclaimed for two years, and thereafter, Holders entitled to such monies must look to the Issuer for payment as general creditors.

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EXHIBIT A

12.    Defeasance.

Subject to the terms of the Indenture, the Issuer and either Guarantor at any time may terminate some or all of their obligations under the Notes, the Indenture and the Note Guarantees, as the case may be, if the Issuer or either Guarantor irrevocably deposits in trust with the Trustee money or U.S. Government Obligations sufficient for the payment of principal of and interest on all the Notes to Maturity or redemption. At such time, the applicable Guarantor’s obligations under its Note Guaranty will terminate, subject to its continuing obligations as set forth in Section 8.1(c) of the Indenture.

13.    Amendment; Waiver.

Subject to certain exceptions set forth in the Indenture, the Indenture or the Notes may be amended or supplemented without notice to any Holder but with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding, and any past Default or compliance with any provision may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding. However, subject to certain exceptions set forth in the Indenture, without the consent of each Holder of an outstanding Note affected thereby, no amendment or waiver may, among other things:

(i)    reduce the principal amount of or change the Stated Maturity of any payment on any Note;

(ii)    reduce the rate of or change the time for payment of any interest on any Note;

(iii)    reduce the amount payable upon the redemption of any Note or change the time at which any Note may be redeemed;

(iv)    change the place of payment for or the currency for payment of principal of, premium, if any, or interest or any Additional Amounts on, any Note;

(v)    impair the right to accelerate the Notes or institute suit for the enforcement of any right to payment on or with respect to any Note;

(vi)    waive a Default or Event of Default in payment of principal of and interest on the Notes;

(vii)    make any change to Sections 6.01, 6.02, 8.01 to 8.06, 9.01, 9.02 or 10 of the Indenture;

(viii)    modify or change any provision of this Indenture or any Note Guaranty affecting the ranking of the Notes in a manner adverse to the Holders of the Notes; or

(ix)    make any change in the Note Guarantees that would adversely affect Holders of the Notes.

The Issuer, the Guarantors and the Trustee may, without the consent of any Holder of the Notes, amend the Indenture or the Notes to:

(i)    to cure any ambiguity, omission, defect or inconsistency;

(ii)    to comply with Section 5.01 of the Indenture;

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(iii)    to add to the covenants of the Issuer or the Guarantors for the benefit of the Holders;

(iv)    to surrender any right herein conferred upon the Issuer or the Guarantors;

(v)    to evidence and provide for the acceptance of an appointment by a successor Trustee;

(vii)    to provide for any guarantee of the Notes, to secure the Notes or to confirm and evidence the release, termination or discharge of any guarantee of the Notes when such release, termination or discharge is permitted by this Indenture; or

(viii)    to comply with any applicable requirements of the SEC.

provided that, in such case, the Issuer has delivered to the Trustee an Opinion of Counsel and an Officer’s Certificate, each stating that such amendment or supplement complies with the provisions of Section 9.01 of the Indenture.

The Guarantors must consent to any amendment, supplement or waiver.

14.    Defaults and Remedies.

Subject to the terms of the Indenture, an “Event of Default” occurs if:

(i)    the Issuer defaults in any payment of interest (including any related Additional Amounts) on any Note when the same becomes due and payable, and such default continues for a period of five Business Days;

(ii)    the Issuer defaults in the payment of the principal (including any related Additional Amounts) of any Note when the same becomes due and payable upon acceleration or redemption or otherwise, or the Issuer or any Guarantor defaults on any contractual obligation to purchase or repurchase any of the Notes;

(iii)    the Issuer or either Guarantor fails to comply with any of its covenants or agreements in the Notes or the Indenture (other than those referred to in clauses (i) and (ii) above), and such failure continues for 45 days after the earlier of (i) a Responsible Officer of the Issuer or a Guarantor obtaining knowledge of such failure or (ii) receipt by the Issuer or a Guarantor of notice of such failure from the Trustee or the Holders of at least 25% in principal amount of the Outstanding Notes; provided that, if the Issuer or such Guarantor is proceeding with diligence and good faith to cure or remedy such failure and such failure is susceptible to cure or remedy, such 45-day period shall be extended to 60 days in the aggregate (inclusive of the original 45-day period); provided further that the cure period for any failure shall commence upon receipt of notice of such failure by the Issuer or either Guarantor from any beneficial Holder (who certifies their beneficial holdings in such notice and attaches documentary evidence thereof) if such failure is subsequently confirmed by the Trustee or the Holders of at least 25% in principal amount of the Outstanding Notes;

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(iv)    the Issuer, either Guarantor or any Significant Subsidiary defaults under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Debt of the Issuer, either Guarantor or any such Significant Subsidiary (or the payment of which is guaranteed by the Issuer, either Guarantor or any such Significant Subsidiary) whether such Debt or guarantee now exists, or is created after the date of the Indenture, which default (a) is caused by failure to pay interest on, principal of, or premium, if any, on, such Debt after giving effect to any grace period provided in such Debt on the date of such default (“Payment Default”) or (b) results in the acceleration of such Debt prior to its express maturity and, in each case, the principal amount of any such Debt, together with the principal amount of any other such Debt under which there has been a Payment Default or the maturity of which has been so accelerated, totals U.S.$50,000,000 (or the equivalent thereof at the time of determination) or more in the aggregate;

(v)    one or more final judgments or decrees for the payment of money of U.S.$50,000,000 (or the equivalent thereof at the time of determination) or more in the aggregate (determined net of any amount covered by an insurance policy or policies issued by insurance companies with sufficient financial resources to perform their obligations under such policies) are rendered against the Issuer, either Guarantor or any Significant Subsidiary and are not paid (whether in full or in installments in accordance with the terms of the judgment) or otherwise discharged and, in the case of each such judgment or decree, either (a) an enforcement proceeding has been commenced by any creditor upon such judgment or decree and is not dismissed within 30 days following commencement of such enforcement proceedings or (b) there is a period of 60 days following such judgment during which such judgment or decree is not discharged, waived or the execution thereof stayed;

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(vi)    a decree or order by a court having jurisdiction has been entered adjudging the Issuer, either Guarantor or any Significant Subsidiary as bankrupt or insolvent, or an involuntary case, petition, claim or other proceeding is commenced or filed for relief against the Issuer, either Guarantor or any Significant Subsidiary under any applicable bankruptcy, insolvency, reorganization or other similar law now or hereafter in effect or which seeks the appointment of a trustee, receiver, judicial administrator, liquidator, custodian or other similar official of it or any substantial part of its property, and such decree or order or involuntary proceeding continues undischarged, undismissed or unstayed for a period of 60 days; or a decree or order by a court having jurisdiction for the appointment of a receiver, administrator or liquidator or for the administration, liquidation or dissolution of the Issuer, either Guarantor or any Significant Subsidiary has been entered, and such decree or order continues undischarged, undismissed or unstayed for a period of 60 days; provided that any Significant Subsidiary may be liquidated or dissolved if, pursuant to such liquidation or dissolution, all or substantially all of its assets are transferred to the Issuer, either Guarantor or any Significant Subsidiary;

(vii)    the Issuer, either Guarantor or any Significant Subsidiary (i) commences a voluntary case or other proceeding seeking liquidation, administration, reorganization, a scheme of arrangement under Part 26 of the United Kingdom Companies Act 2006, a restructuring plan under Part 26A of the United Kingdom Companies Act 2006 or other relief with respect to itself or its Debts under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (ii) consents to the appointment of or taking possession by a receiver, vendor, administrator, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer, either Guarantor or any Significant Subsidiary or for all or substantially all of the property of the Issuer, either Guarantor or any Significant Subsidiary or (iii) effects any general assignment for the benefit of creditors;

(viii)    any event occurs that under the laws of Brazil or any political subdivision thereof or any other country has substantially the same effect as any of the events referred to in any of clause (vi) or (vii);

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(ix)    (A) any material provision of the Indenture or the Notes ceases to be a valid and binding obligation of the Issuer or any Guarantor, or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Indenture or the Notes or (B) the Note Guarantees shall fail to remain in full force or effect (other than in accordance with the terms of the Indenture) or any action shall be taken to discontinue or to assert the invalidity or unenforceability of such Note Guaranty, or any Guarantor shall fail to comply with any of the terms or provisions of such Note Guaranty, or any Guarantor shall deny that it has any further liability under such Note Guaranty, provided that, in each case, unless Azul or any of its Subsidiaries shall have contested or challenged, other than good faith disputes regarding interpretation of contractual provisions or the validity or enforceability of any material portion of any Note Guaranty, such breach shall not be an Event of Default unless such breach, to the extent curable, continues unremedied or uncured for more than 20 Business Days after the earlier of (x) a Responsible Officer of the Issuer or a Guarantor obtaining knowledge of such default or (y) receipt by the Issuer of written notice from the Trustee of such default; provided that, if such Person is proceeding with diligence and good faith to cure or remedy such default and such default is susceptible to cure, such 20 Business Days shall be extended as may be necessary to cure such failure, such extended period not to exceed 30 Business Days in the aggregate (inclusive of the original 20 Business Day period);

(x)    Azul ceases to own directly or indirectly 100% of the outstanding share capital of the Issuer.

If an Event of Default (other than an Event of Default specified in clauses (ii), (vi), (vii) and (viii) above) occurs and is continuing, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Notes may declare all unpaid principal of and accrued and unpaid interest on all Notes to be due and payable immediately, by a notice in writing to the Issuer and the Guarantors, and upon any such declaration such amounts shall become due and payable immediately. If an Event of Default specified in clause (ii), (vi), (vii) or (viii) above occurs and is continuing, then the principal of, and accrued and unpaid interest on, all Notes shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

As soon as possible, and in any event within 15 Business Days after the Issuer becomes aware of the existence of a Default or Event of Default, the Issuer shall deliver to the trustee an Officer’s Certificate setting forth the details thereof and the action which the Issuer is taking or propose to take with respect thereto.

A-18

EXHIBIT A

Subject to the provisions of the Indenture relating to the duties of the Trustee in case an Event of Default shall occur and be continuing, the Trustee shall be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any of the Holders, unless such Holders shall have offered to the Trustee indemnity reasonably satisfactory to it. Subject to such provision for the indemnification of the Trustee, the Holders of a majority in aggregate principal amount of the Outstanding Notes shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee.

At any time after the Outstanding Notes are accelerated pursuant to the first paragraph of Section 6.02 of the Indenture and before a judgment or decree for payment of the money due has been obtained by the Trustee as provided in the Indenture, the Holders of a majority in principal amount of the Notes by written notice to the Issuer and the Trustee may rescind or annul a declaration of acceleration if (i) the Issuer has paid or deposited with the Trustee a sum sufficient to pay all overdue interest (including any Additional Amounts) on Outstanding Notes, all unpaid principal of the Notes that has become due otherwise than by such declaration of acceleration, interest on such overdue interest (including any Additional Amounts) as provided in the Indenture and all sums paid or advanced by the Trustee under the Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and (ii) all Events of Default have been cured or waived except nonpayment of principal that has become due solely because of acceleration.

No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

15.    Trustee Dealings with the Issuer.

Subject to certain limitations imposed by the Indenture, the Trustee and any Agent or co-registrar or any other agent of the Issuer or of the Trustee, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Trustee, Agent, or such other agent.

16.    Currency Indemnity.

U.S. Dollars is the sole currency of account and payment for all sums payable by the Issuer and the Guarantors under or in connection with the Notes, the Note Guaranty or the Indenture, including damages. The Issuer and the Guarantors will indemnify the Holders as provided in the Indenture in respect of the conversion of currency relating to the Notes and the Indenture.

17.    Governing Law.

THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE NOTE GUARANTY WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

A-19

EXHIBIT A

18.    Agent for Service, Submission to Jurisdiction; Waiver of Immunities.

Each of the Issuer and the Guarantors have irrevocably submitted to the exclusive jurisdiction of any New York state or U.S. federal court sitting in the Borough of Manhattan in The City of New York with respect to actions brought against it as a defendant in respect of any suit, action or proceeding against the Issuer or the Guarantors brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes. Each of the Issuer and the Guarantors has irrevocably accepted for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts and has waived, to the fullest extent it may do so under applicable law, trial by jury and any objection which it may now or hereafter have to the laying of the venue of any such proceeding, and any claim it may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum.

Each of the Issuer and the Guarantors irrevocably appointed Cogency Global Inc. (the “Process Agent”), with an office at 122 East 42nd Street, 18th Floor, New York, New York 10168, as its authorized agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process which may be served in any suit, action or proceeding arising out of or based upon the Indenture or the Notes. If for any reason such Person shall cease to be such agent for service of process, each of the Issuer and the Guarantors shall forthwith appoint a new agent of recognized standing for service of process in the State of New York and deliver to the Trustee a copy of the new agent’s acceptance of that appointment within 30 days. Nothing herein shall affect the right of the Trustee, any Agent or any Holder to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Issuer and the Guarantors in any other court of competent jurisdiction.

The Issuer and the Guarantors irrevocably agreed that, in any proceedings anywhere (whether for an injunction, specific performance or otherwise), no immunity (to the extent that it may at any time exist, whether on the grounds of sovereignty or otherwise) from such proceedings, from attachment (whether in aid of execution, before judgment or otherwise) of its assets or from execution of judgment shall be claimed by it or on its behalf or with respect to its assets, except to the extent required by applicable law, any such immunity being irrevocably waived, to the fullest extent permitted by applicable law. Each of the Issuer and the Guarantors irrevocably agreed that, where permitted by applicable law, it and its assets are, and shall be, subject to such proceedings, attachment or execution in respect of its obligations under the Indenture or the Notes.

19.    No Recourse Against Others.

No director, officer, employee, partner or shareholder, as such, of the Issuer, the Guarantors or the Trustee shall have any liability for any obligations of the Issuer under the Notes or any obligations of the Issuer, the Guarantors or the Trustee, respectively, under this Indenture or the Notes or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Holder shall waive and release all such liability. The waiver and release shall be part of the consideration for the issue of the Notes.

A-20

EXHIBIT A

20.    CUSIP, ISIN and Common Code Numbers.

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP, ISIN or Common Code numbers, as applicable, to be printed on the Notes and has directed the Trustee to use CUSIP, ISIN or Common Code numbers, as applicable, in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Issuer shall furnish to any Holder upon written request and without charge a copy of the Indenture, which includes the form of this Note. Requests may be made to:

AZUL INVESTMENTS LLP
c/o Azul S.A.
Edifício Jatobá, 8th floor, Castelo Branco Office Park
Avenida Marcos Penteado de Ulhôa Rodrigues, 939
Tamboré, Barueri, São Paulo, SP
06460-040, Brazil
Fax: +55 11 4134-9890
Attention: Raphael Linares

A-21

EXHIBIT A

[To be attached to Global Notes only]

SCHEDULE OF INCREASES AND DECREASES IN GLOBAL NOTE

The initial principal amount of this Global Note is U.S.$[_______________]. The following increases or decreases in this Global Note have been made:

Date of Exchange	Amount of decrease in Principal Amount of this Global Note	Amount of increase in Principal Amount of this Global Note	Principal amount of this Global Note following such decrease or increase	Signature of authorized signatory of Trustee or Note Custodian

A-22

EXHIBIT A

NOTATION OF GUARANTY

For value received, each Guarantor (which term includes any successor Person under the Indenture) has unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture dated as of September 28, 2023 (as amended from time to time, the “Indenture”), among the Issuer, the Guarantors and UMB Bank, National Association, as Trustee, Registrar, Transfer Agent and Paying Agent (collectively, the “Agents” and each individually an “Agent”), the full and punctual payment (whether at Stated Maturity, upon redemption, acceleration, or otherwise) of the principal of, premium, if any, and interest on, and all other amounts payable under, each Note, and the full and punctual payment of all other amounts payable by the Issuer under the Indenture. The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Note Guarantees and the Indenture are expressly set forth in Article 10 of the Indenture and reference is hereby made to the Indenture for the precise terms of the Note Guarantees.

[Signature Page Follows]

A-23

EXHIBIT A

IN WITNESS WHEREOF, each Guarantor has caused this guaranty to be duly executed.

AZUL S.A.,
as Guarantor
By:
	Name:
	Title:
By:
	Name:
	Title:
AZUL LINHAS AÉREAS BRASILEIRAS S.A.
as Guarantor
By:
	Name:
	Title:
By:
	Name:
	Title:

A-24

EXHIBIT B

FORM OF

TRANSFER NOTICE

FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto

Insert Taxpayer Identification No.

Please print or typewrite name and address, including postal zip code, of assignee

this Note and all rights hereunder, hereby irrevocably constituting and appointing

______________ attorney to transfer said Note on the books of Azul Investments LLP with full power of substitution in the premises.

In connection with any transfer of this Note occurring prior to the date [which is one year after the original issue date of the Notes,]1 [which is on or prior to the 40th day after the Issue Date (as defined in the Indenture governing the Notes),]2 the undersigned confirms that:

[Check one]

☐	(a)	This Note is being transferred to a person whom the Holder reasonably believes is a qualified institutional buyer (as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”), in a transaction meeting the requirement of Rule 144A;
☐	(b)	This Note is being transferred in an offshore transaction in accordance with Rule 904 under the Securities Act;
☐	(c)	This Note is being transferred pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available);
☐	(d)	This Note is being transferred pursuant to an effective registration statement under the Securities Act; or
	(e)	This Note is being transferred to Azul Investments LLP.

in each of cases (a) through (e) above, in accordance with any applicable securities laws of any State of the United States.

1 Include in Restricted Note.

2 Include in Regulation S Note.

B-1

If none of the foregoing boxes is checked, the Transfer Agent shall not be obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 2.07 of the Indenture shall have been satisfied.

Date:
	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this instrument in every particular, without alteration, enlargement or any other change whatever.

B-2

EXHIBIT C

FORM OF CERTIFICATE

FOR TRANSFER FROM RESTRICTED GLOBAL

NOTE OR CERTIFICATED NOTE BEARING

A SECURITIES ACT LEGEND TO REGULATION S

GLOBAL NOTE OR CERTIFICATED NOTE

NOT BEARING A SECURITIES ACT LEGEND

UMB Bank, National Association

5910 N Central Expressway, Suite 1900

Dallas, Texas 75206

United States of America

Attention:

Re:    7.500% Senior Notes Due 2030 (the “Notes”)

Reference is hereby made to the Indenture, dated September 28, 2023 (the “Indenture”), among Azul Investments LLP, Azul S.A. and Azul Linhas Aéreas Brasileiras S.A., as Guarantors, and UMB Bank, National Association, as Trustee, Registrar, Transfer Agent and Paying Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

This letter relates to U.S.$ _________ principal amount of Notes which are held in the form of [a beneficial interest in the Restricted Global Note with the Depositary in the name of the undersigned] [a Certificated Note bearing a Securities Act Legend].

The undersigned has requested a transfer of such [beneficial interest] [Certificated Note] to a Person who shall take delivery thereof in the form of [a beneficial interest of equal principal amount in the Regulation S Global Note (ISIN No. USU0551UAC72 to be held with [Euroclear]* [Clearstream, Luxembourg]1 (Common Code No. 267524041) through the Depositary] [a Certificated Note of equal principal amount not bearing a Securities Act Legend]. In connection with such transfer, the undersigned does hereby certify that such transfer has been effected in accordance with the transfer restrictions set forth in the Indenture and the Notes and pursuant to and in accordance with Rule 903 or 904 of Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the undersigned further certifies that:

1 Indicate appropriate clearing system.

C-1

(1)    the offer of the Notes was not made to a U.S. Person (as defined under Regulation S);

[(2)    at the time the buy order was originated, the transferee was outside the United States or the undersigned and any Person acting on behalf of the undersigned reasonably believed that the transferee was outside the United States;]2

[(2)    the transaction was executed in, on or through the facilities of a designated offshore securities market and neither the undersigned nor any Person acting on behalf of the undersigned knows that the transaction was prearranged with a buyer in the United States;]3

(3)    no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable;

(4)    the undersigned is not the Issuer, a distributor, an affiliate of either the Issuer or a distributor, or a Person acting on behalf of any of the foregoing; and

(5)    the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

This certificate and the statements contained herein are made for your benefit and for the benefit of Azul Investments LLP. Terms used in this certificate and not otherwise defined in the Indenture have the meanings set forth in Regulation S.

			[INSERT NAME OF TRANSFEROR]
			By:
				Name:
				Title:
Dated:		,
cc:	Azul Investments LLP

2 Insert one of the two provisions.

3 Insert one of the two provisions.

C-2

EXHIBIT D

FORM OF TRANSFER CERTIFICATE

FOR TRANSFER FROM REGULATION S GLOBAL

NOTE OR CERTIFICATED NOTE NOT BEARING

A SECURITIES ACT LEGEND TO RESTRICTED GLOBAL

NOTE OR CERTIFICATED NOTE BEARING

A SECURITIES ACT LEGEND

(PRIOR TO 40TH DAY AFTER THE ISSUE DATE)

UMB Bank, National Association

5910 N Central Expressway, Suite 1900

Dallas, Texas 75206

United States of America

Attention:

Re:    7.500% Senior Notes Due 2030 (the “Notes”)

Reference is hereby made to the Indenture, dated September 28, 2023 (the “Indenture”), among Azul Investments LLP, Azul S.A. and Azul Linhas Aéreas Brasileiras S.A., as Guarantors, and UMB Bank, National Association, as Trustee, Registrar, Transfer Agent and Paying Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

This letter relates to U.S.$ ______ principal amount of Notes which are held in the form of [a beneficial interest in the Regulation S Global Note (ISIN No. USU0551UAC72) with the Depositary in the name of the undersigned] [a Certificated Note not bearing the Securities Act Legend].

The undersigned has requested a transfer of such [beneficial interest] [Certificated Note] to a Person who shall take delivery thereof in the form of [a beneficial interest in the Restricted Global Note (CUSIP No. 05502FAE8) to be held through the Depositary] (Common Code No. 267524041) [a Certificated Note bearing the Securities Act Legend]. In connection with such transfer, the undersigned does hereby confirm that such transfer has been effected in accordance with the transfer restrictions set forth in the Indenture and the Notes and pursuant to and in accordance with Rule 144A under the U.S. Securities Act of 1933, as amended, and accordingly, the undersigned represents that:

(1)    the Notes are being transferred to a transferee that the undersigned reasonably believes is purchasing the Notes for its own account or one or more accounts with respect to which the transferee exercises sole investment discretion; and

(2)    the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A, in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction.

D-1

This certificate and the statements contained herein are made for your benefit and for the benefit of Azul Investments LLP.

			[INSERT NAME OF TRANSFEROR]
			By:
				Name:
				Title:
Dated:		,
cc:	Azul Investments LLP

D-2

EXHIBIT E

FORM OF CERTIFICATE FOR REMOVAL

OF THE SECURITIES ACT LEGEND ON A CERTIFICATED NOTE

UMB Bank, National Association

5910 N Central Expressway, Suite 1900

Dallas, Texas 75206

United States of America

Attention:

Re:    7.500% Senior Notes Due 2030 (the “Notes”)

Reference is hereby made to the Indenture, dated September 28, 2023 (the “Indenture”), among Azul Investments LLP, Azul S.A. and Azul Linhas Aéreas Brasileiras S.A., as Guarantors, and UMB Bank, National Association, as Trustee, Registrar, Transfer Agent and Paying Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

This letter relates to U.S.$ ______ principal amount of Notes which are held in the form of [a beneficial interest in the Restricted Global Note (CUSIP No. 05502FAE8) with the Depositary] [[a] Certificated Note(s) in the name of the undersigned.]1

The undersigned has requested for the restrictive Legend on the Certificated Note(s) to be removed.

In connection with such transfer, the undersigned does hereby certify that such transfer has been effected only (i) in an offshore transaction in accordance with Rule 904 under the Securities Act, (ii) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available) or (iii) pursuant to an effective registration statement under the Securities Act, in each of cases (i) through (iii) in accordance with any applicable securities laws of any State of the United States.

This certificate and the statements contained herein are made for your benefit and for the benefit of and Azul Investments LLP.

			[NAME OF UNDERSIGNED]
			By:
				Name:
				Title:
Dated:		,
cc:	Azul Investments LLP

1 Indicate form in which Notes are held.

E-1

Document

Exhibit 2.11

SUPPLEMENTAL INDENTURE

Dated as of October 31, 2023

Among

AZUL SECURED FINANCE LLP

as Issuer

AZUL S.A.

as Parent Guarantor

AZUL LINHAS AÉREAS BRASILEIRAS S.A.

INTELAZUL S.A.

ATS VIAGENS E TURISMO LTDA.

AZUL IP CAYMAN HOLDCO LTD.

AZUL IP CAYMAN LTD.

as Guarantors

UMB BANK, N.A.,

as Trustee, Paying Agent, Transfer Agent and U.S. Collateral Agent

and

TMF BRASIL ADMINISTRAÇÃO E GESTÃO DE ATIVOS LTDA.

as Brazilian Collateral Agent

11.930% SENIOR SECURED FIRST OUT NOTES DUE 2028

TABLE OF CONTENTS

		Page
ARTICLE1<br><br>CAPITALIZED TERMS		2
ARTICLE 2<br><br>ISSUANCE OF NEW NOTES		3
ARTICLE3<br><br>MISCELLANEOUS		4
Section 3.01.	Governing Laws; Waiver of Jury Trial.	4
Section 3.02.	No Adverse Interpretation of Other Agreements.	4
Section 3.03.	Successors.	4
Section 3.04.	Severability	5
Section 3.05.	Counterpart Originals	5
Section 3.06.	Table of Contents, Headings, Etc.	5
Section 3.07.	Confirmation of Indenture.	5
Section 3.08.	Trustee Disclaimer.	5
Section 3.09.	Waiver of Immunity.	6
Section 3.10.	Limited Recourse; Non-Petition.	6

i

SUPPLEMENTAL INDENTURE, dated as of October 31, 2023 (this “Supplemental Indenture”), to the Indenture dated as of July 20, 2023 (the “Existing Notes Indenture” and, together with the Supplemental Indenture, the “Indenture”), among Azul Secured Finance LLP, a limited liability partnership formed under the laws of the State of Delaware (the “Issuer”), Azul S.A., a Brazilian corporation (sociedade por ações) (“Azul”), as the parent guarantor (the “Parent Guarantor”), Azul Linhas Aéreas Brasileiras S.A., a Brazilian corporation (sociedade por ações) (“Azul Linhas”), IntelAzul S.A., a Brazilian corporation (sociedade por ações) (“IntelAzul”), ATS Viagens e Turismo Ltda. a Brazilian limited liability company (sociedade limitada) (“Azul Viagens”), Azul IP Cayman Holdco Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands, with its registered office at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands and registration number 400853 (“IP HoldCo”), Azul IP Cayman Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands, with its registered office at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands and registration number 400854 (“IP Co”, together with IP HoldCo, the “IP Parties” and the IP Parties together with the Parent Guarantor, Azul Linhas, IntelAzul and Azul Viagens, the “Guarantors”), UMB Bank, N.A., a national banking association, as trustee (the “Trustee”) and U.S. Collateral Agent (the “U.S. Collateral Agent”), Registrar, Paying Agent and Transfer Agent, and TMF Brasil Administração e Gestão de Ativos Ltda., as Brazilian collateral agent (the “Brazilian Collateral Agent” and, together with the U.S. Collateral Agent, the “Collateral Agents”).

Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders (as defined in the Existing Notes Indenture):

WHEREAS, the Issuer, the Guarantors, the Collateral Agents and the Trustee have duly authorized the execution and delivery of the Existing Notes Indenture to provide for the issuance of (i) US$800,000,000 aggregate principal amount of 11.930% Senior Secured First Out Notes Due 2028 (the “Initial Notes”), and (ii) any additional Notes (other than the Initial Notes) under the Existing Notes Indenture in accordance with Section 2.03 and Section 4.10 thereof (the “Additional Notes”) that may be issued after the date of original issuance of the Initial Notes in compliance with the Existing Notes Indenture;

WHEREAS, pursuant to Section 2.03(d) of the Existing Notes Indenture, subject to Sections 4.10 and 4.13 of the Existing Notes Indenture, Additional Notes ranking pari passu with the Initial Notes (i) may be created and issued from time to time by the Issuer without notice to or consent of the Holders, (ii) shall be consolidated with and form a single class with the Initial Notes, (iii) shall have identical terms and conditions as the Initial Notes (other than the issue price, issuance date, first Notes Interest Payment Date (as defined in the Existing Notes Indenture), the date from which interest will accrue and, to the extent necessary, certain temporary securities law transfer restrictions), and (iv) shall be secured on a pari passu basis (as to the Initial Notes) by the Shared Collateral (as defined in the Existing Notes Indenture); provided that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes will have one or more separate CUSIP and/or other securities numbers;

WHEREAS, the Issuer and Guarantors desire and have requested the Trustee and Collateral Agents to join in the execution and delivery of this Supplemental Indenture in order to establish and provide for the issuance by the Issuer of US$36,778,000 in aggregate principal amount of 11.930% Senior Secured First Out Notes Due 2028 as Additional Notes under the Existing Notes Indenture (the “New Notes” and, together with the Initial Notes, the “Notes”);

WHEREAS, on the date of this Supplemental Indenture, the Issuer has delivered to the Trustee and the Collateral Agents an Officer’s Certificate (as defined in the Existing Notes Indenture) certifying, among other things, that (i) the Issuer has determined that the New Notes are fungible with the Initial Notes for U.S. federal income tax purposes, and therefore, the New Notes will have the same CUSIP and other securities numbers as the Initial Notes, (ii) the LTV Ratio (as defined in the Existing Notes Indenture) is less than 62.5%, (iii) the New Notes constitute Permitted First Priority Secured Debt (as defined in the Existing Notes Indenture), (iv) the execution of this Supplemental Indenture by the parties hereto without notice to or consent of the Holders is permitted by Section 9.01(a)(i) of the Existing Notes Indenture, and (v) this Supplemental Indenture is the legal, valid and binding obligation of the Issuer and any Guarantors party hereto and is enforceable against them in accordance with its terms, and complies with the provisions of the Existing Notes Indenture;

WHEREAS, on the date of this Supplemental Indenture, the Issuer has delivered to the Trustee and the Collateral Agents (i) an Opinion of Counsel (as defined in the Existing Notes Indenture) stating that the execution of this Supplemental Indenture is permitted by the Existing Notes Indenture and that this Supplement Indenture complies with the provisions of the Existing Notes Indenture, and (ii) Opinions of Counsel stating that this Supplemental Indenture is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms;

WHEREAS, the conditions set forth in the Existing Notes Indenture for the execution and delivery of this Supplemental Indenture have been complied with; and

WHEREAS, each of the parties hereto have duly authorized the execution and delivery of this Supplemental Indenture, and all things necessary to make this Supplemental Indenture a valid and binding agreement of the Issuers and Guarantors, enforceable in accordance with its terms, have been duly performed and complied with.

NOW, THEREFORE, the Issuer, the Guarantors, the Trustee and the Collateral Agents agree for the benefit of each other and for the equal and ratable benefit of the Holders that the Existing Notes Indenture is supplemented and amended, to the extent expressed herein, as follows:

ARTICLE 1

CAPITALIZED TERMS

Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Existing Notes Indenture.

ARTICLE 2

ISSUANCE OF NEW NOTES

(a)Terms of the New Notes. Pursuant to this Supplemental Indenture, as of the date hereof, the Issuer will issue, and the Trustee is directed to authenticate and deliver, New Notes. The terms of the New Notes shall be as follows:

(i)The aggregate principal amount of the New Notes to be authenticated and delivered under the Existing Notes Indenture and pursuant to this Supplemental Indenture on the date hereof is US$836,778,000.

(ii)The New Notes, which will constitute Additional Notes under the Existing Notes Indenture, will be fungible with the Existing Notes (including for U.S. federal income tax purposes), issued as part of the same class as the Initial Notes previously issued under the Existing Notes Indenture, and constitute “Notes” for all purposes under the Indenture. The New Notes and the Initial Notes shall be a single series for all purposes under the Indenture, including, without limitation, in respect of waivers, amendments, redemptions and offers to purchase in respect with the Notes.

(iii)The New Notes will rank pari passu with the Initial Notes and will have identical terms and conditions as the Initial Notes, other than the issue price and the issue date and the New Notes will accrue interest from and including the date of the issuance of the Initial Notes.

(iv)The New Notes will be issued on the date of this Supplemental Indenture.

(v)The New Notes will bear the same the CUSIP and ISIN numbers as the Initial Notes, as follows: (1) CUSIP number of 05501W AC6 and ISIN number of US05501WAC64 (as all of the New Notes are initially issued in the form of 144A Notes).

(b)Confirmation of Note Guarantees and Reaffirmation of the Shared Collateral.

(i)The Issuer and each Guarantor hereby confirms that: (1) the Obligations of the Issuer and Guarantors under the Existing Notes Indenture (including, without limitation, the Note Guarantees), as modified or supplemented hereby by this Supplemental Indenture, shall continue to be in full force and effect and are hereby ratified and confirmed in all respects, (2) the New Notes will be secured on a pari passu basis (as to the Initial Notes) by the Shared Collateral and shall have the benefit of the Note Guarantees.

(ii)The Issuer and the Trustee acknowledge and agree that the New Notes shall constitute “Notes” for all purposes under the Collateral Documents, and as such the Holders of the New Notes shall be entitled to all the rights and benefits under and shall be subject to the provisions of the Collateral Documents, being the New Notes being secured by the Shared Collateral (subject to Permitted Collateral Liens) and having the right to receive payments from such Shared Collateral, including the proceeds of any enforcement of Shared Collateral, or any guarantees of any Series of Secured Debt, on a “first out” basis prior to payment on the Second Out Notes, subject to the provisions of the Intercreditor Agreement.

ARTICLE 3

MISCELLANEOUS

Section 3.01 Governing Laws; Waiver of Jury Trial.

THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE AND THE NEW NOTES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

THE ISSUER, THE GUARANTORS, THE TRUSTEE, THE COLLATERAL AGENTS AND EACH HOLDER OF A NOTE BY ITS ACCEPTANCE THEREOF HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NEW NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 3.02 No Adverse Interpretation of Other Agreements.

This Supplemental Indenture may not be used to interpret any other indenture (other than the Existing Notes Indenture), loan or debt agreement of the Issuer or Guarantors or of any other Person. Any such indenture (other than the Existing Notes Indenture), loan or debt agreement may not be used to interpret this Supplemental Indenture.

Section 3.03 Successors.

All agreements of the Issuer and the Guarantors in this Supplemental Indenture and the New Notes shall bind its successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors. All agreements of each Guarantor in this Supplemental Indenture shall bind its successors.

Section 3.04 Severability.

In case any provision in this Supplemental Indenture or in the New Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 3.05 Counterpart Originals.

The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent one and the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile, PDF or other electronic transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture and signature pages for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. The words “execution,” “signed,” “signature,” and words of like import in this Supplemental Indenture or any related document shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Neither the Trustee nor the Collateral Agents shall have a duty to inquire into or investigate the authenticity or authorization of any electronic signature and both shall be entitled to conclusively rely on any electronic signature without any liability with respect thereto.

Section 3.06 Table of Contents, Headings, Etc.

The Table of Contents and headings of the Articles and Sections of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Supplemental Indenture, and shall in no way modify or restrict any of the terms or provisions hereof.

Section 3.07 Confirmation of Indenture.

The Existing Notes Indenture, as supplemented and amended by this Supplemental Indenture, is in all respects ratified and confirmed, and the Existing Notes Indenture, this Supplemental Indenture and all indentures supplemental thereto with respect to the Notes shall be read, taken and construed as one and the same instrument.

Section 3.08 Trustee Disclaimer.

The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture other than as to the validity of its execution and delivery by the Trustee. The recitals and statements herein are deemed to be those of the Issuer and not the Trustee.

Section 3.09 Waiver of Immunity.

With respect to any proceeding, each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in any court of competent jurisdiction, and with respect to any judgment, each party waives any such immunity in any court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such proceeding or judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended.

Section 3.10 Limited Recourse; Non-Petition.

The provisions of Section 13.08 of the Existing Notes Indenture are incorporated herein mutatis mutandis.

[Signature pages follow]

SIGNATURES

IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed, all as of the date first above.

AZUL SECURED FINANCE LLP
By:	Azul Linhas Aéreas Brasileiras S.A.,
	as Managing Partner
By:	/s/ Raphael Linares Felippe
	Name:	Raphael Linares Felippe
	Title:	Attorney-in-Fact
AZUL S.A.
By:	/s/ Thais Vieira Haberli
	Name:	Thais Vieira Haberli
	Title:	Attorney-in-Fact
AZUL LINHAS AÉREAS BRASILEIRAS S.A.
By:	/s/ Raphael Linares Felippe
	Name:	Raphael Linares Felippe
	Title:	Attorney-in-Fact
INTELAZUL S.A.
By:	/s/ Raphael Linares Felippe
	Name:	Raphael Linares Felippe
	Title:	Attorney-in-Fact

[Signature Page to Supplemental Indenture]

7

ATS VIAGENS E TURISMO LTDA.
By:	/s/ Thais Vieira Haberli
	Name:	Thais Vieira Haberli
	Title:	Attorney-in-Fact
AZUL IP CAYMAN HOLDCO LTD.
By:	/s/ Alexandre Wagner Malfitani
	Name:	Alexandre Wagner Malfitani
	Title:	Director
AZUL IP CAYMAN LTD.
By:	/s/ Alexandre Wagner Malfitani
	Name:	Alexandre Wagner Malfitani
	Title:	Director		Witnessed by:
---	---	---
By:	/s/ Raphael Linares Felippe
	Name:	Raphael Linares Felippe
Witnessed by:
By:	/s/ Thais Vieira Haberli
	Name:	Thais Vieira Haberli

[Signature Page to Supplemental Indenture]

8

UMB BANK, N.A.,
as Trustee and U.S. Collateral Agent, Registrar, Paying
Agent and Transfer Agent
By:	/s/ Israel Lugo
	Name:	Israel Lugo
	Title:	Vice President

[Signature Page to Supplemental Indenture]

9

TMF BRASIL ADMINISTRAÇÃO E GESTÃO DE ATIVOS LTDA.,
as Brazilian Collateral Agent
By:	/s/ Wagner Salgo de Castilho
	Name:	Wagner Salgo de Castilho
	Title:	Manager
By:	/s/ Diogo Rocha Malheiros
	Name:	Diogo Rocha Malheiros
	Title:	Director Capital Markets

[Signature Page to Supplemental Indenture]

10

Document

Exhibit 2.d

DESCRIPTION OF SECURITIES

REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT

As of December 31, 2023, Azul S.A. had the following securities registered pursuant to Section 12 (b) of the Exchange Act:

Title of each class	Trading Symbol	Name of each exchange on which<br><br>registered
Preferred Shares, without par value		New York Stock Exchange*
American Depositary Shares (as evidenced by American Depositary Receipts), each representing three Preferred Shares	AZUL	New York Stock Exchange

*Not for trading purposes, but only in connection with the listing on the New York Stock Exchange of American Depositary Shares representing those Preferred Shares.

Unless otherwise indicated or the context otherwise requires, “Azul” “we,” “us,” “our” or the “Company” refer to Azul S.A. and its consolidated affiliates. 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 annual report 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. All references to “ADSs” are to American Depositary Shares, each representing one preferred share, without par value. The ADSs are evidenced by American Depositary Receipts, or “ADRs.” All references herein to the “real,” “reais” or “R$” are to the Brazilian real, the official currency of Brazil. All references to “US$,” “dollars” or “U.S. dollars” are to United States dollars.

Capitalized terms used but not defined herein have the meanings given to them in Azul S.A.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2023, or our 2023 Form 20-F, and in the deposit agreement, which is an exhibit to our 2023 Form 20-F.

PREFERRED SHARES

In the United States, our preferred shares trade in the form of ADSs. Our ADSs trades on the NYSE under the symbol “AZUL” and the preferred shares trades on the B3 under the symbol “AZUL4.” As of December 31, 2023, the ADSs represented approximately 31% of our preferred shares and 35% of our current global public float. Our ADSs began trading on the NYSE on April 11, 2017.

On April 19, 2017, we concluded our initial public offering of 96,239,837 preferred shares (including in the form of ADRs), which consisted of both an international offering and a Brazilian offering. On September 14, 2017, we announced our follow-on equity offering by certain selling shareholders of 40,630,186 preferred shares in a global offering, consisting of an international offering and a Brazilian offering. The preferred shares were offered directly and in the form of ADRs. One of the selling shareholders also granted a 30-day option to purchase up to 4,063,019 shares, which was exercised on September 15, 2017 with respect to 4,063,017 preferred shares.

Share Capital

As of the December 31, 2023, our total capital stock was R$2,314.8 million, fully paid-in and divided into 1,264,715,854 shares, all nominative, in book-entry form and without par value, consisting of 928,965,058 common shares and 335,750,796 preferred shares. Holders of our common shares that are fully paid-in may convert them into preferred shares, at the ratio of 75.0 common shares for 1.0 preferred share pursuant to our bylaws. However, the total number of preferred shares outstanding may never exceed 50% of our total shares.

As of December 31, 2023, we had 499,999 preferred shares held in our treasury. Our preferred shares are listed on the Level 2 segment of the B3 since April 11, 2017. This listing requires us to comply with the corporate governance and disclosure rules of the Level 2 segment of the B3 as summarized in the “Item 9.C.—Markets” of our 2023 Form 20-F.

Rights of our Preferred 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 the B3.

Our preferred shares have the following additional rights as compared to our common shares:

•    the right to be included in a takeover bid resulting from the Disposal of the Company’s Control under the same conditions and for a price per share equal to seventy-five (75) times the price per common share paid to the Disposing Controlling Shareholder;

•    in case the Company is wound up, capital refund priority over the common shares, in the amount corresponding to the multiplication of the Company's share capital by the Dividends Distribution to which the preferred shares issued by the Company are entitled to. After the priority refund over the capital for preferred shares and the refund of the capital over the common shares, the preferred shares will have right to refund of amounts equivalent to the multiplication of the remaining assets to which the shareholder is subject to due to the Dividends Distribution that the preferred shares would be entitled to. For the sake of clarification, the amounts paid to preferred shares as priority shall be considered for purposes of the calculation of the total amount to be paid to the preferred shares in case of the Company's wind up; and

•    the right to receive dividends 75 times greater than the dividends payable on each common share, as described in the section below entitled “Dividend Rights”.

Reimbursement and Right of Withdrawal

Under Brazilian corporate law, “dissenting shareholders” including 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, “dissenting 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.

This right of withdrawal and reimbursement arises if any of the following matters are decided upon at a shareholders’ meeting:

1.    creation of a new class of preferred shares or a disproportionate 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, as of December 31, 2023, was 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 the mandatory dividend;

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 by 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 to 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 dissenting shareholder 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 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 Aéreas Brasileiras S.A. 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 capital stock (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 of 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.

Dividend Rights

Dividends are allocated and distributed in accordance with Brazilian corporate law and our bylaws. 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. Under Brazilian corporate law, our board of directors may also approve intermediary dividend distributions.

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.

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. 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.

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 audited consolidated financial statements for the immediately preceding fiscal year. 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.

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 the B3:

(i)    any direct conversion, consolidation, spin-off or merger of Azul;

(ii)    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;

(iii)    the valuation of any assets to be contributed to our company in payment for shares issued in a capital increase;

(iv)    the appointment of an expert to ascertain the value our shares in connection with (A) a mandatory tender offer; (B) a delisting and deregistration transaction; or (C) any decision to cease to adhere to the requirements of the Level 2 segment of the B3;

(v)    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 the B3, as summarized in “Item 9.C—Markets” of our 2023 Form 20-F;

(vi)    any change in, or the revocation of, provisions of our bylaws that amends or modifies any of the requirements provided for in (A) Paragraphs Nine, Ten, Eleven and Twelve of Article 5 (restricted voting rights attached to preferred shares); (B) Article 12 (extraordinary measures requiring shareholder approval); and (C) Article 14 (governance of special shareholders’ meetings) of our bylaws;

(vii)    any change in, or the revocation of, provisions of our bylaws that amends or modifies any of the requirements provided for in (A) Paragraph Two of Article 15 (compensation of officers); (B) Article 30 (composition of our compensation committee), (C) Article 30 (functions of our compensation committee); (D) Article 31 (composition of our ESG committee); and (E) Article 32 (functions of our ESG committee) of our bylaws; and

(viii)    the compensation of our officers in accordance with Paragraph Two of Article 15 of our bylaws.

Items (i) through (vii) listed above are considered “special matters.” Items (i) through (vi) require previous approval of a special preferred shareholders’ meeting if our controlling shareholder holds shares representing a dividend percentage equal to or less than 50%, and item (vii) always requires previous approval of a special preferred shareholders’ meeting.

In addition to the foregoing, the rights conferred on the preferred shareholders by the following articles of Brazilian corporate law may be exercised by our shareholders holding shares representing a percentage of dividend shares equal to the percentage of outstanding capital stock: (i) Article 4th-A, caput (new valuation in the event of a public offer for the acquisition of shares for the closing of capital), (ii) Article 105 (filing lawsuits for access to corporate books), (iii) Sole Paragraph, items (c) and (d) of Article 123 (convening an ordinary shareholders’ meeting), (iv) 3rd Paragraph of Article 126 (requesting a shareholders’ directory), (v) 1st Paragraph of Article 157 (requesting information from management at the annual shareholders’ meeting), (vi) 4th Paragraph of Article 159 (filing a lawsuit against directors), (vii) 2nd Paragraph of Article 161 (establishing a fiscal council), (viii) 6th Paragraph of Article 163 (requesting the provision of information by the fiscal council), (ix) Item II of Article 206 (proposing a dissolution action), and (x) 1st Paragraph, item (a) of Article 246 (filing an action for liability and redress against a parent company).

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 the privileged minimum or fixed dividends to which the shares are entitled, if any. Our preferred shares are not entitled to privileged minimum or fixed dividends and accordingly do not carry unrestricted voting rights if our Company fails to distribute the mandatory dividend (which is applicable to both common and preferred shares).

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, minority holders of our preferred shares (with no voting rights or restricted voting rights) jointly representing at least 10% of our total capital stock have the right to elect one member of our board of directors in a separate voting process. 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 (including 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 a newspaper of general circulation (currently Diário Comercial), pursuant to Law 13,818, dated as of April 24, 2019, in force since January 1, 2022, which waives publication in the official newspaper. 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.

Certain extraordinary matters must be approved by shareholders holding preferred shares through an extraordinary shareholders’ meeting. In the first instance, our preferred shareholders representing at least 25% of our preferred shares may call an extraordinary shareholders’ meeting. In the second instance, our preferred shareholders representing any number of our preferred shares may call an extraordinary shareholders’ meeting, subject to the regulations of the Level 2 segment of the B3. If a specific quorum is not required by Brazilian corporate law or the regulations of the Level 2 segment of the B3, resolutions may pass by a majority vote of the preferred shareholders present.

Shareholders’ Agreement

General

On May 25, 2012, and as amended from time to time, our principal shareholder entered into an Investment Agreement with TRIP’s former shareholders, referred to herein as the Investment Agreement, which provides TRIP’s former shareholders with certain rights related to the control of our company. On June 26, 2015, the Investment Agreement was amended by the Fourth Amendment to the Investment Agreement to include Calfinco as a party, and on August 3, 2016, the Investment Agreement was amended by the Fifth Amendment to the Investment Agreement to include Hainan as a party. This agreement, as amended, provided that upon the effectiveness of an initial public offering, we and our current shareholders will be obligated in connection therewith to execute an agreed form of Shareholders’ Agreement that is attached to the Investment Agreement, referred to herein as the Shareholders’ Agreement. The Shareholders’ Agreement was executed on September 1, 2017 and will remain in effect until the earlier of (i) twenty years as of the date of its execution or (ii) with respect to TRIP’s former shareholders’ rights under the Shareholders’ Agreement, 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 (i) Mr. Neeleman and TRIP’s former shareholders together as the Principal Common Shareholders and (ii) Calfinco and Hainan together as the Principal Preferred Shareholders. All common shares held by the Principal Common Shareholders at the date of the Shareholders’ Agreement, or which they may acquire in the future, and all preferred shares held by the Principal Preferred Shareholders at the date of the Shareholders’ Agreement, or which they may acquire in the 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 that, by amending the following provisions of our bylaws, may materially affect the rights of TRIP’s former shareholders:

•    the quorum required for decisions of our board of directors;

•    the powers of our board of directors; and

•    the rules for calling, installing or reducing powers and other provisions regarding the meetings of our board of directors.

Furthermore, under the Shareholders’ Agreement, for as long as TRIP’s former shareholders collectively hold at least 5% of our common shares, changes to our bylaws that change the total number of directors of our board of directors, which must remain composed of 14 members, must necessarily be approved by a majority of TRIP’s former shareholders. However, 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.

In June 2018, we announced a secondary public offering pursuant to which Hainan sold 19,379,335 ADSs representing all of Hainan’s preferred shares held in our company. The offering price was US$16.15 per ADS and no other shareholder of Azul sold its ADSs or preferred shares in the offering. As a result, Hainan is no longer bound to our Shareholders’ Agreement nor has the right to appoint any members of our board of directors. Consequently, the three members of our board of directors appointed by Hainan and elected in 2016 resigned to their positions in June 2018, following the closing of the offering.

In March 2021, we announced an amendment to the shareholders’ agreement where Hainan is no longer a shareholder of the Company, and therefore Hainan has no further rights and obligations under this Agreement and Calfinco US transferred all the rights to Calfinco Cayman.

Election of Board Members

As a general rule, pursuant to the Shareholders’ Agreement, 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.

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 and subject to Calfinco’s right to appoint members of the board of directors, Mr. Neeleman may appoint the remaining members of the board of directors of the Company along with their alternates, and may dismiss or replace any of those members. In the event that the other holders of common shares or preferred shares exercise their right for multiple vote procedure in the election of members of the board of directors, in accordance with Brazilian corporate law, the number of directors elected by such shareholders shall be deducted from the number of directors that Mr. Neeleman has the right to appoint. Directors nominated by Mr. Neeleman shall qualify as Independent Directors, except if the minimum number of Independent Directors have already been reached pursuant to the nominations by the other shareholders.

Election of Board Members by TRIP’s Former Shareholders

The Shareholders’ Agreement provides that all the Principal Common Shareholders and the Principal Preferred Shareholders must vote in favor of electing directors as follows:

•    so long as TRIP’s former shareholders collectively hold at least 20% 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 at least 10%, but less than 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 at least 5%, but less than 10% of our common shares, they may appoint one director, plus an alternate, and may dismiss or replace such director.

Election of Board Members by Calfinco

The Shareholders’ Agreement provides that all the Principal Common Shareholders and the Principal Preferred Shareholders must vote in favor of electing directors as follows:

•    so long as Calfinco holds at least 50% of the preferred shares resulting from the conversion of Class C preferred shares that were held as of August 3, 2016, Calfinco may appoint one director, along with his or her alternate, and may dismiss or replace this director.

Transfers of Shares

The tag-along right and right of first offer described below do not apply to transfers of common shares to the Principal Preferred Shareholders or to affiliates of the Principal Common Shareholders.

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 in such a manner that, after such sale, the common shares held by Mr. Neeleman come to represent less than 50% plus one of our common shares, in each subsequent sale of 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.

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, with respect to TRIP’s former shareholders’ rights under the Shareholders’ Agreement, such time as TRIP’s former shareholders together hold less than 5% of our common shares.

AMERICAN DEPOSITARY SHARES

The following summary contains a description of the material provisions of the deposit agreement. For more complete information, you should read the entire deposit agreement with Citibank, N.A., our depositary, and the form of American Depositary Receipt, which is filed as an exhibit to our 2023 Form 20-F. The depositary will register and deliver the ADSs. The principal executive office of the depositary is located at 388 Greenwich Street, New York, New York 10013.

Each ADS represents the right to receive three preferred shares (which ratio may be changed, as described below) in registered form, deposited with the office of Itaú Corretora de Valores S.A. as custodian for the depositary. Each ADS will also represent the right to receive any other securities, cash or other property which may be received on behalf of the owner of the ADSs but not distributed by the depositary to the owners of ADSs because of legal restrictions or practical considerations.

The preferred shares are listed for trading on the Level 2 listing segment of the São Paulo Stock Exchange (B3 S.A.—Bolsa de Valores, Mercadorias e Futuros), or the B3, and the ADSs are 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, the custodian and their respective nominees will be the holders 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, you, as an ADS holder, and the beneficial owners of ADSs sets out ADS holder and beneficial owner 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.

Holding the ADSs

How will you hold your ADSs?

You may hold ADSs (a) by having an American Depositary Receipt, or ADR, which is a certificate evidencing a specific number of ADSs, registered in your name or through your broker or other financial institution, or (b) by holding ADSs in DRS. If you hold ADSs directly, you are an ADS holder. This description assumes you hold your ADSs directly, by means of an ADR registered in your name. 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 and any taxes and government charges. 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 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 such U.S. dollars to the United States and will distribute the amount thus received. If such conversions or transfers are not practical or lawful or if any government approval or license is needed and cannot be obtained, the deposit agreement allows the depositary to either distribute the foreign currency only to those ADS holders to whom it is possible to do so, or hold or cause the custodian to hold the foreign currency 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. The depositary will not invest the foreign currency and 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, will be deducted. 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 the right to receive 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. There can be no assurance that you will be given the opportunity to receive distributions under the same terms and conditions as the holders of preferred shares.

•    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 from us as described in the deposit agreement of such elective distribution by us, and if we have indicated that we wish to make such elective distribution available to you, has discretion to determine to what extent such elective distribution is lawful and reasonably practicable, and thus, whether it can be made available to you as a holder of the ADSs. The depositary will not make such elective distribution to you until we first timely instruct the depositary to make such elective distribution available to you and furnish it with satisfactory evidence that it is lawful to do so. The depositary could decide it is not lawful or reasonably practicable 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 the right to receive preferred shares in the same way as it does in a share distribution. The depositary will not be obligated to make available to you a method to receive the elective dividend in preferred 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 determine whether it is lawful and reasonably practicable to make these rights available to you. The depositary will not make rights available to you unless we first instruct the depositary to make such rights available to you and furnish the depositary with satisfactory evidence that it is lawful and reasonably practicable to do so, and such other documentation as is provided in the deposit agreement. If it is not lawful and reasonably practicable to make the rights available but it is lawful and reasonably practicable to sell the rights, the depositary will attempt to 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).

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 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 and satisfactory documents by the depositary, as described in the deposit agreement, from us with our request to make any such distribution available to you, and provided the depositary has determined such distribution is lawful and reasonably practicable 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. The depositary may attempt to sell all or a portion of the distributed property sufficient to pay its fees and expenses in connection with that distribution. If any of the conditions above are not met, the depositary will attempt to 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 impracticable to make a distribution available to any ADS holders. We have no obligation to register ADSs, preferred 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, preferred shares, rights or anything else to ADS holders. This means that you may not receive the distributions we make on our preferred shares or any value for them if we or the depositary determine that it is not lawful or not practicable for us or the depositary to make them available to you. The depositary will hold any cash amounts or property it is unable to distribute in a non-interest bearing account for the benefit of the applicable holders and beneficial owners of ADSs until a distribution can be effected or such amounts and property that the depositary holds must be escheated as unclaimed property in accordance with the laws of the relevant states of the United States.

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 and 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 CVM, the Central Bank 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 deposits 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, and upon presentation of the applicable deposit certification, 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. Your ability to deposit shares and receive ADSs may be limited by U.S. and Brazilian legal considerations applicable at the time of deposit.

How do ADS holders cancel an ADS?

You may present (or provide appropriate instructions to your broker to present) your ADSs to the depositary for cancellation and then receive the corresponding number of underlying preferred shares at the custodian’s offices. 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. The depositary may ask you to provide documents as the depositary may deem appropriate before it will cancel your ADSs and deliver the underlying preferred shares and any other property.

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 and provided the continued availability of certified ADSs in the U.S., the depositary will execute and deliver to you an ADR evidencing those ADSs.

Voting Rights

How do you vote?

If certain conditions in the deposit agreement are satisfied as further described below, you may instruct the depositary to vote the preferred shares or other deposited securities underlying your ADSs at any meeting at which holders of preferred shares or other deposited securities 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.

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 (which provisions, if any, shall be summarized in pertinent part by us), 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 by the depositary in its notice to ADS holders. The depositary will endeavor, insofar as practicable and permitted under applicable law, the provisions of the deposit agreement, our bylaws and the provisions of or governing the deposited securities, to vote or cause the custodian to 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 provided that if the depositary timely receives voting instructions from you that fail to specify the manner in which deposited securities are to be voted, you will be deemed to have instructed the depositary to vote in favor of the items in the voting instructions. 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 except as provided below. 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.

If (i) we make a timely request to the depositary as contemplated above and (ii) no timely voting instructions are received by the depositary from you with respect to the deposited securities represented by your ADSs on or before the date established by the depositary for such purpose, the depositary shall deem you to have instructed the depositary to give a discretionary proxy to a person designated by our board of directors with respect to such deposited securities and the depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the deposit agreement, our bylaws and the provisions of the deposited securities, to give or cause the custodian to give a discretionary proxy to a person designated by our board of directors to vote such deposited securities; provided, however, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which our board of directors informs the depositary that (x) the we do not wish such proxy given, (y) substantial opposition exists or (z) such matter materially and adversely affects the rights of holders of preferred shares.

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 you 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 liable 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 request.

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 ADSs, any surrender of ADSs and withdrawal of deposited securities or the termination of the deposit agreement.

The depositary may refuse to issue ADSs, to deliver, transfer, split and combine ADSs or to release securities on deposit until all taxes and charges are paid by you. The depositary and the custodian may take reasonable administrative actions to obtain tax refunds and reduced tax withholding for any distributions on your behalf. However, you may be required to provide to the depositary and to the custodian proof of taxpayer status and residence and such other information as the depositary and the custodian may be required to fulfill legal obligations.

Each ADS holder will be responsible for the payment and/or reimbursement of any and all taxes effectively paid or incurred by us, the Depositary or the Custodian (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 property by such ADS holder. Each ADS holder will be responsible for the reporting of any false or misleading information, or the failure to report required information relating to foreign exchange transactions to the custodian or the Central Bank, as the case may be, in connection with deposits or withdrawals of deposited securities.

If we change the nominal or par value of, split-up, cancel, consolidate or otherwise reclassify any of the deposited securities, or if we recapitalize, reorganize, merge, consolidate or sell our assets, any property which shall be received by the depositary or the custodian in exchange for, or in conversion of, or replacement of, or otherwise in respect of, the deposited securities shall, to the extent permitted by law, be treated as new deposited property under the deposit agreement, and the ADSs shall, subject to the provisions of the deposit agreement, any ADR(s) evidencing such ADSs and applicable law, represent the right to receive such additional or replacement deposited property. In connection with the foregoing, we may (i) issue and deliver additional ADSs as in the case of a stock dividend on the preferred shares, (ii) amend the deposit agreement and the applicable ADR(s), (iii) amend the applicable registration statement(s) in respect of the ADSs, (iv) call for the surrender of outstanding ADRs to be exchanged for new ADRs, and (v) take such other actions as are appropriate to reflect the transaction with respect to the ADSs.

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. The depositary will not consider to be materially prejudicial to your substantial rights any modification or supplement that are reasonably necessary for the ADSs to be registered under U.S. laws, in each case without imposing or increasing the fees and charges you are required to pay. In addition, the depositary may not be able to provide you with prior notice of any modifications or supplements that are required to accommodate compliance with applicable provisions of law. 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?

We have the right to direct the depositary to terminate the deposit agreement. Similarly, the depositary may in certain circumstances on its own initiative terminate the deposit agreement. In such cases, 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 and the custodian 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 to the depositary for cancellation under the terms of the deposit agreement and the ADS holders have satisfied any and all of their obligations thereunder (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 in New York facilities 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 to the extent not prohibited by law.

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 negligence or bad faith;

•    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 obligated to perform any act that is inconsistent with the terms of the deposit agreement;

•    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;

•    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, accountants, any person presenting preferred shares for deposit, any holder of ADSs or authorized representatives thereof, or any other person believed by any of us in good faith to be competent to give such advice or information;

•    are not liable for any indirect, special, consequential or punitive damages for any breach of the terms of the deposit agreement;

•    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;

•    may rely upon any documents we believe in good faith to be genuine and to have been signed or presented by the proper party;

•    are not obligated to appear in, prosecute or defend any action with respect to deposited property or the ADSs, except under the circumstances set forth in the deposit agreement; 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, 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.

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).

This right of withdrawal may not be limited by any other provision of the deposit agreement.

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.

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 or entity to whom the pre-release is being made (a) represents to the depositary in writing that at the time of the pre-release transaction it or its customer owns the preferred shares or ADSs that are to be delivered by it under such pre-release transaction, (b) agrees to indicate the depositary as owner of such preferred shares or ADSs in its records and to hold such preferred shares or ADSs in trust for the depositary until such preferred shares or ADSs are delivered to the depositary or the custodian, (c) unconditionally guarantees to deliver such preferred shares or ADSs to the depositary or the custodian, as the case may be, and (d) agrees to any additional restrictions or requirements that the depositary deems appropriate; (2) at all times 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.

Ownership Restrictions

We may restrict transfers of the preferred shares where such transfer might result in ownership of preferred shares exceeding limits imposed by applicable laws or our bylaws. We may also restrict, in such manner as we deem appropriate, transfers of the ADSs where such transfer may result in the total number of preferred shares represented by the ADSs owned by a single ADS holder or beneficial owner of ADSs to exceed any such limits. We may, in our sole discretion but subject to applicable law, instruct the depositary to take action with respect to the ownership interest of any ADS holder or beneficial owner of ADSs in excess of the limits set forth in the preceding sentence, including, but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of an ADS holder or beneficial owner of ADSs of the preferred shares represented by the ADSs of such holder or beneficial owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and our bylaws. Notwithstanding the foregoing, neither we nor the depositary shall be obligated to ensure compliance with the foregoing ownership restrictions.

19

Document

Exhibit 4.7

Execution Version

INTERCREDITOR, COLLATERAL SHARING AND ACCOUNTS AGREEMENT

Among

AZUL SECURED FINANCE LLP,

as the Issuer,

AZUL S.A.,

as the Parent Guarantor,

the other Obligors party hereto,

TMF BRASIL ADMINISTRAÇÃO E GESTÃO DE ATIVOS LTDA.,

as Brazilian Collateral Agent,

UMB BANK, N.A.

as U.S. Collateral Agent and Trustee for the Notes,

AERCAP ADMINISTRATIVE SERVICES LIMITED,

as AerCap Representative,

VÓRTX DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS LTDA.,

as Convertible Debentures Representative,

and

each additional Representative from time to time party hereto

dated as of July 14, 2023

INTERCREDITOR, COLLATERAL SHARING AND ACCOUNTS AGREEMENT, dated as of July 14, 2023 (this “Agreement”), among (i) AZUL SECURED FINANCE LLP, as issuer (the “Issuer”), (ii) AZUL S.A., as parent guarantor (the “Parent Guarantor”), (iii) the other Obligors (as defined in Section 1.01) party hereto, (iv) TMF BRASIL ADMINISTRAÇÃO E GESTÃO DE ATIVOS LTDA., as Brazilian collateral agent (the “Brazilian Collateral Agent”), (v) UMB Bank, N.A., as U.S. collateral agent and as trustee for the Notes (as defined in Section 1.01) (in such capacities, the “U.S. Collateral Agent” and the “Trustee,” respectively), (vi) AERCAP ADMINISTRATIVE SERVICES LIMITED, as representative of the AerCap Secured Parties (as defined in Section 1.01) (the “AerCap Representative”), (vii) VÓRTX DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS LTDA., as a representative of the Convertible Debentures Secured Parties (as defined in Section 1.01) (the “Convertible Debentures Representative”), and (viii) each additional Representative (as defined in Section 1.01) that from time to time becomes a party hereto pursuant to Section 8.07.

In consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, (i) the AerCap Representative (for itself and on behalf of the AerCap Secured Parties), (ii) the Convertible Debentures Representative (for itself and on behalf of the Convertible Debentures Secured Parties), (iii) each additional First Priority Secured Debt Representative (as defined in Section 1.01) (for itself and on behalf of the First Priority Secured Parties under the applicable First Priority Secured Debt Documents (as defined in Section 1.01)), and (iv) the Trustee (for itself and on behalf of the holders of the Notes) under the Notes Secured Debt Documents (as defined in Section 1.01)) agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.01. Certain Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“2029 Notes” means the 11.500% Senior Secured Second Out Notes due 2029 issued by the Issuer.

“2030 Notes” means the 10.875% Senior Secured Second Out Notes due 2030 issued by the Issuer.

“Account Bank” means each of the financial institutions set forth in the definitions of TudoAzul Receivables Deposit Account and Azul Viagens Receivables Deposit Account, and any financial institution appointed to such role pursuant to any Collateral Document.

“Account Control Agreements” means (a) any multi-party security and control agreement entered into by any Grantor, a financial institution which maintains one or more deposit accounts or securities accounts and an Applicable Collateral Representative or the U.S. Collateral Agent, as applicable, that have been pledged to an Applicable Collateral Representative or a Collateral Agent, as applicable, as Collateral under the Collateral Documents or any other Transaction Document, in each case giving the Applicable Collateral Representative or a Collateral Agent, as applicable, “control” (as defined in Section 9-104 of the UCC) over the applicable account in form and substance reasonably satisfactory to the U.S. Collateral Agent and (b) any corresponding agreement under Brazilian law in favor of the Applicable Collateral Representatives.

“Act of Controlling Creditors” means, as to any matter at any time prior to the discharge of First Priority Secured Obligations, a direction in writing (including, for the avoidance of doubt, any Remedies Direction) of the Controlling Creditors delivered to Representatives under this Agreement by the applicable Representatives of each applicable Series of Secured Debt on behalf of the Controlling Creditors.

“Additional Collateral” means assets that are substantially similar to any of the types of assets or property that comprise any part of the Collateral on the Closing Date, including assets that are required, pursuant to the terms of any Series of Secured Debt, to become part of the Collateral and assets that the Issuer elects to be added as Collateral, provided that such assets are commonly appraised by Approved Appraisal Firms and the Liens on such assets in favor of the relevant Collateral Agent are perfected on the same basis and to substantially the same extent as the Collateral on the Closing Date is required to be perfected.

“Additional First Priority Secured Debt” means any Indebtedness incurred or issued after the Closing Date that is permitted to be issued or incurred, and to have the status of First Priority Secured Debt (i) set forth herein, and (ii) pursuant to the terms of each other Series of Secured Debt and which constitutes, has rights in respect of the Collateral as, First Priority Secured Debt, pursuant to and in accordance with this Agreement (including Section 8.07). Notwithstanding any other provision of the Transaction Documents, Additional First Priority Secured Debt can be denominated in, and be payable in, any currency.

“Additional First Priority Secured Debt Documents” means, with respect to any series, issue or class of Additional First Priority Secured Debt, the promissory notes, credit agreements, loan agreements, indentures or other operative agreement evidencing or governing such Indebtedness.

“Additional First Priority Secured Obligations” means, with respect to any series, issue or class of Additional First Priority Secured Debt, (a) all principal of, and premium and interest, fees, and expenses payable with respect to, such Additional First Priority Secured Debt, (b) all other amounts payable to the related Additional First Priority Secured Parties under the related Additional First Priority Secured Debt Documents and (c) any renewals or extensions of the foregoing (including any such interest, fees or other amounts arising or accruing during the pendency of any Insolvency or Liquidation Proceeding whether or not allowed in such proceeding), notwithstanding that any such Secured Obligations or claims therefor shall be disallowed, voided or subordinated in any Insolvency or Liquidation Proceeding or under any Bankruptcy Law or other applicable law.

“Additional First Priority Secured Parties” means, with respect to any series, issue or class of Additional First Priority Secured Debt, the holders of such Indebtedness or any other Additional First Priority Secured Obligation, the Representative with respect thereto, any trustee or agent therefor under any related Additional First Priority Secured Debt Documents and the beneficiaries of each indemnification obligation undertaken by the Issuer or any Guarantor under any related Additional First Priority Secured Debt Documents.

“AerCap Deferral Agreement” means that certain global partial deferral agreement, dated April 4, 2023, entered into between Azul Linhas, the Relevant Lessors and the Parent Guarantor, as may be amended and/or amended and restated from time to time.

“AerCap Discharge Date” means the date on which all of the AerCap Secured Obligations have been fully and finally discharged to the satisfaction of the AerCap Representative, whether or not as a result of enforcement.

“AerCap Forbearance Agreement” means that certain forbearance agreement, dated April 4, 2023, entered into between Azul Linhas, as lessee and certain lessors of aircraft referred to therein, as lessors (the “Relevant Lessors”), as may be amended and/or amended and restated from time to time.

“AerCap Lease Documents” means, collectively, each Relevant Lease, together with any agreements related thereto, including, but not limited to, the “Operative Documents” (as defined in each Relevant Lease) and any guarantees and letters of credit provided in connection therewith, and each an “AerCap Lease Document”.

“AerCap Party” means, collectively, the Relevant Lessors and any owner trustee, servicer, lease manager or similar entity in respect of a Relevant Lease.

“AerCap Representative” has the meaning assigned to such term in the introductory paragraph of this Agreement.

“AerCap Secured Obligations” means the outstanding amount of the specified payment obligations arising under 57 relevant aircraft leases (the “Relevant Leases”) that are required to be secured by the Collateral pursuant to the terms of (i) the AerCap Forbearance Agreement, and/or the AerCap Deferral Agreement, in each case, as amended and/or amended and restated as in effect as of the Closing Date, and (ii) any agreements which are stated to supersede any of the agreements referred to in paragraph (i) with respect to the payment obligations referred to in such agreements referred to in paragraph (i); provided that the maximum amount of the AerCap Secured Obligations shall be limited to US$105.0 million that are entitled to be recovered from the proceeds of the Collateral pursuant to, and in accordance with, this Agreement; provided further that each payment of an AerCap Secured Obligation under or in respect of the Relevant Leases after the Closing Date shall permanently reduce such amount (such amount as so reduced from time to time, the “AerCap Secured Obligations Cap”).

“AerCap Secured Obligations Cap” has the meaning specified in the definition of AerCap Secured Obligations.

“AerCap Secured Parties” means the Relevant Lessors and the AerCap Representative.

“Affiliate” means, as to any Person, any other Person which directly or indirectly is in control of, or is controlled by, or is under common control with, such Person. For purposes of this definition, a Person shall be deemed to be “controlled by” another Person, if such controlling person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise; provided that Walkers Fiduciary Limited shall not be an Affiliate of the Issuer or the IP Parties.

“Agreement” has the meaning assigned to such term in the introductory paragraph of this Agreement.

“Airport Authority” means any city or any public or private board or other body or organization chartered or otherwise established for the purpose of administering, operating or managing airports or related facilities, which in each case is an owner, administrator, operator or manager of one or more airports or related facilities.

“Allocation Date” means, with respect to any Distribution Date, the Business Day that is five (5) Business Days prior to such Distribution Date.

“Allocation Date Statement” means a statement delivered to the Brazilian Collateral Agent by the Parent Guarantor indicating the Required Payments for the next Distribution Date.

“Applicable Collateral Representative” means the Representative or Collateral Agent to whom any Lien on Collateral has been legally granted, giving such Person the right to enforce such Lien against other parties.

“Applicable Waterfall” means the relevant Payment Waterfall or the relevant Post- Default Waterfall, as applicable.

“Approved Appraisal Firm” means each of (i) Morten Beyer & Agnew Aviation, BK Associates, BDO, Duff & Phelps, LLC, and in each case any successor of the valuation business of such firms and (ii) any other nationally recognized or internationally recognized independent appraiser that would be reasonably regarded as a peer firm of any of the Persons referred to in (i).

“Assigned Azul Viagens Agreements” means, on any date, each Azul Viagens Agreement the receivables under which are subject to the Azul Viagens Fiduciary Assignment.

“Assigned TudoAzul Agreements” means, on any date, each TudoAzul Agreement the receivables under which are subject to the TudoAzul Fiduciary Assignment.

“Azul Brand IP” means (a) any and all Intellectual Property, including copyrights and Trade Secrets, that is (i) owned by the Parent Guarantor or any of its Subsidiaries and (ii) embodied in any proprietary software developed or acquired by the Parent Guarantor or any of its Subsidiaries after the Closing Date that is used or held for use exclusively in the Azul airline business and (b) the Azul Trademarks and Domains.

“Azul Brand License” means each IP License, as it relates to the licenses granted therein with respect to the Azul Brand IP.

“Azul Brand Suspension Event” means any of the following events:

(a)a material breach of the Non-Compete by the applicable Licensee or the Parent Guarantor or any of its Subsidiaries that continues for more than 20 Business Days (or 60 Business Days if being cured or remedied in good faith) following the earlier of knowledge of such Licensee and written notice from the U.S. Collateral Agent (acting at the direction of the Controlling Creditors) to such Licensee of such breach;

(b)use of any licensed Intellectual Property under the applicable Azul Brand License by the applicable Licensee materially other than as permitted by the licenses or sublicenses granted under such Azul Brand License unless such use is discontinued within 20 Business Days (or 60 Business Days if being cured or remedied in good faith) following the earlier of knowledge of such Licensee and written notice from the U.S. Collateral Agent (acting at the direction of the Controlling Creditors) to such Licensee of such unpermitted use;

(c)use of any licensed Intellectual Property under the applicable Azul Brand License by a sublicensee of the applicable Licensee materially other than as permitted by the licenses or sublicenses granted under such Azul Brand License unless such use is discontinued, or the applicable sublicense is terminated, within 20 Business Days (or 60 Business Days if being cured or remedied in good faith) following the earlier of knowledge of such Licensee and written notice from the U.S. Collateral Agent (acting at the direction of the Controlling Creditors) to such Licensee of such unpermitted use;

(d)Azul Linhas becomes subject to a proceeding under chapter 11 of the Bankruptcy Code and any of the Chapter 11 Case Milestones ceases to be met or complied with, as applicable;

(e)(i) any Azul Brand License ceases to be in full force and effect (as determined by a court of competent jurisdiction in a final non-appealable judgment) or is declared by a court of competent jurisdiction in a final non-appealable judgment to be null and void, or (ii) Azul Linhas, the Parent Guarantor or any of its Subsidiaries contests the validity or enforceability of any Contribution Agreement or any Azul Brand License;

(f)an Event of Default or equivalent event under any Series of Secured Debt has occurred and is continuing for sixty days (which, in relation to the AerCap Secured Obligations shall be limited to events of default relating to payment defaults); provided that none of the following shall constitute an Azul Brand Suspension Event:

(1)the Parent Guarantor or any of its Subsidiaries (other than an IP Party) becoming subject to a proceeding under chapter 11 of the Bankruptcy Code, so long as (i) Azul Linhas is or becomes subject to a proceeding under chapter 11 of the Bankruptcy Code at such time, and (ii) each of the Chapter 11 Case Milestones is met and otherwise complied with, as applicable; and

(2)a proceeding under Brazilian Bankruptcy Law for the recognition of any proceeding under chapter 11 of the Bankruptcy Code as a foreign main proceeding (processo estrangeiro principal) or foreign non-main proceeding (processo estrangeiro não principal), so long as (i) Azul Linhas is among the Persons subject to such proceeding or proceedings under chapter 11 of the Bankruptcy Code in respect of which such recognition is being sought, (ii) no such recognition proceeding is inconsistent in any material respect with any Chapter 11 Case Milestone, (iii) such proceeding under Brazilian Bankruptcy Law is not converted into a Brazilian main proceeding, including a judicial reorganization (recuperação judicial), extrajudicial reorganization (recuperação extrajudicial) or a bankruptcy liquidation proceeding (falência) and (iv) such proceeding under chapter 11 of the Bankruptcy Code is recognized by the Brazilian bankruptcy court as a foreign main proceeding (processo estrangeiro principal) or foreign non-main proceeding (processo estrangeiro não principal) within 60 days of the initiation of such proceeding under Brazilian Bankruptcy Law; or

(g)with respect to the Sublicense, suspension of the Azul Brand License within the Head License pursuant to its terms, and with respect to the Head License, suspension of the Azul Brand License within the Sublicense pursuant to its terms.

“Azul Brand Termination Event” means any of the following events:

(a)the occurrence of a Brand Case Milestones Termination Event;

(b)any Azul Brand Suspension Event has occurred and continued for more than 180 days, provided that the Azul Brand Termination Event set forth in this clause (b) will not apply at any time that Azul Linhas is subject to a proceeding under chapter 11 of the Bankruptcy Code; or

(c)with respect to the Sublicense, termination of the Azul Brand License within the Head License pursuant to its terms, and with respect to the Head License, termination of the Azul Brand License within the Sublicense pursuant to its terms.

“Azul Cargo Business” means the business of providing cargo transportation services (whether on dedicated freighter flights or utilizing the cargo hold capacity of passenger flights) which is operated, owned or controlled, directly or indirectly, by the Parent Guarantor or any of its Subsidiaries, or principally associated with the Parent Guarantor or any of its Subsidiaries, in each case, as in effect from time to time, whether under the “Azul Cargo” name or otherwise, in each case including any similar or successor business. For the avoidance of doubt, the Azul Cargo Business does not include the transportation of passenger baggage or excess baggage as part of the transportation of airline passengers.

“Azul Cargo Collateral” means, in each case in favor of the Second Out Notes Trustee and any other Indebtedness secured thereby: (a) a fiduciary assignment (cessão fiduciária) in respect of all of the Designated Azul Cargo Credit and Debit Card Receivables and the Azul Cargo Receivables Deposit Account and (b) a fiduciary transfer (alienção fiduciária) in respect of the Azul Cargo Intellectual Property.

“Azul Cargo Receivables Deposit Account” means the relevant account described in the Azul Cargo Fiduciary Assignment in the name of Azul Linhas in Brazilian reais maintained in Brazil and subject to a fiduciary assignment (cessão fiduciária) and an account control agreement with an account bank acting at the instruction of a collateral agent for the parties secured thereby, including the Notes Secured Parties.

“Azul Cargo Domain Names” means all domain names registered in Brazil that, in each case, are owned by the Parent Guarantor or any of its Subsidiaries on the Closing Date and, in each case, include each of the words “Azul” and “Cargo,” including the “azulcargo.com.br” and “azulcargoexpress.com.br” domain names, together with certain other domain names registered in Brazil exclusively used by the Azul Cargo Business and set forth in the Azul Cargo Intellectual Property Fiduciary Transfer, which includes a complete list of the Azul Cargo Domain Names.

“Azul Cargo Intellectual Property” means the Azul Cargo Trademarks and the Azul Cargo Domain Names. For the avoidance of doubt, the Azul Cargo Intellectual Property excludes the Contributed Intellectual Property.

“Azul Cargo Intellectual Property Fiduciary Transfer” means the fiduciary transfer (alienação fiduciária) in respect of the Azul Cargo Intellectual Property.

“Azul Cargo Trademarks” means all trademarks registered in Brazil that, in each case, are owned by the Parent Guarantor or any of its Subsidiaries on the Closing Date and, in each case, include each of the words “Azul” and “Cargo,” together with certain other trademarks registered in Brazil exclusively used by the Azul Cargo Business and set forth in the Azul Cargo Intellectual Property Fiduciary Transfer, which includes a complete list of the Azul Cargo Trademarks.

“Azul Linhas” means Azul Linhas Aéreas Brasileiras S.A., a Brazilian corporation (sociedade por ações) with its head office in the City of Barueri, State of São Paulo, at Avenida Marcos Penteado de Ulhoa Rodrigues, 939, 9o andar, Edificio Jatobá, Condomínio Castelo Branco Office Park, Tambore, CEP 06460-040, registered at the National Registry of Legal Entities of the Ministry of Finance (Cadastro Nacional da Pessoa Juridica do Ministerio da Fazenda – CNPJ) under No. 09.296.295/0001 60.

“Azul Linhas Freeflow Account” means an unrestricted account of Azul Linhas maintained in Brazil.

“Azul Mobile App IP” means any and all Intellectual Property, including copyrights and Trade Secrets, owned or later developed or acquired and owned, by the Parent Guarantor or any of its Subsidiaries and embodied in (a) the Azul mobile application, (b) any other mobile application associated with the Azul airline business, the TudoAzul Program or the Azul Viagens Business, or (c) any successor, legacy or companion mobile application with respect to any of the foregoing, including, in each case of (a)-(c), the software and source code thereof.

“Azul Other IP” means, other than the Azul Brand IP, any and all Intellectual Property, in each case, owned, or later developed or acquired and owned, by the Parent Guarantor or any of its Subsidiaries (including the IP Parties) (excluding TudoAzul Customer Data and Azul Traveler Data) and used or held for use in the operation of, or otherwise required or necessary to operate, the Azul airline business, the TudoAzul Program or the Azul Viagens Business, including (a) the TudoAzul Trademarks, TudoAzul Domain Names, Azul Viagens Trademarks and Azul Viagens Domain Names, (b) the Azul Mobile App IP, (c) the Azul Proprietary Technology, (d) the TudoAzul Proprietary Software, (e) any and all causes of action and claims now or hereafter owned, or later developed or acquired and owned, by the Parent Guarantor or any of its Subsidiaries in respect of any of the foregoing, including the right to sue or otherwise recover for any and all past, present and future infringements or dilutions thereof and (f) any and all other trademark rights corresponding thereto, including any and all trademark rights of any kind whatsoever accruing under the TudoAzul Trademarks, TudoAzul Domain Names, Azul Viagens Trademarks or Azul Viagens Domain Names; together, in each case with the goodwill of the business connected with such use of, and symbolized by, any of the foregoing.

“Azul Other IP License” means each IP License, as it relates to the licenses granted therein with respect to the Azul Other IP.

“Azul Proprietary Technology” means any and all Intellectual Property, including copyrights and Trade Secrets, owned, or later developed or acquired and owned, by the Parent Guarantor or any of its Subsidiaries and embodied in the Parent Guarantor’s proprietary yield management system or proprietary pricing system (each as described in the Parent Guarantor’s annual report on Form 20-F for the year ended December 31, 2022, dated April 19, 2023 and filed with the SEC on April 20, 2023).

“Azul Trademarks and Domains” means, collectively (a) other than the TudoAzul Trademarks and Azul Viagens Trademarks, any and all trademarks, service marks, brand names, designs, and logos throughout the world that, in each case, are owned, or later developed or acquired and owned, by the Parent Guarantor or any of its Subsidiaries and, in each case, include the word “Azul” and any and all successor or legacy brands with respect to any of the foregoing (the “Azul Trademarks”), and (b) other than the TudoAzul Domain Names and Azul Viagens Domain Names, any and all domain names and social media accounts throughout the world that, in each case, are owned, or later developed or acquired and owned, by the Parent Guarantor or any of its Subsidiaries and, in each case, include the word “Azul,” including the “VoeAzul.com.br” domain name and any and all similar or successor domain names (the “Azul Domain Names”), including, in each case of (a) and (b), (i) any and all causes of action and claims now or hereafter owned, or later developed or acquired and owned, by the Parent Guarantor or any of its Subsidiaries in respect of any of the foregoing, including the right to sue or otherwise recover for any and all past, present and future infringements or dilutions thereof and (ii) any and all other trademark rights corresponding thereto, including any and all other trademark rights of any kind whatsoever accruing under the Azul Trademarks or Azul Domain Names; together, in each case with the goodwill of the business connected with such use of, and symbolized by, any of the foregoing.

“Azul Traveler Data” means (a) data generated, produced or acquired as a result of the issuance, modification or cancellation of customer tickets from the Parent Guarantor or any of its Subsidiaries or for flights on any airline operated by the Parent Guarantor or any of its Subsidiaries, including data in or derived from “passenger name records” (including name and contact information) associated with flights, (b) payment-related information (other than payment- related information relating solely to the TudoAzul Program (such as the purchase of Points)), and (c) data that relates to a customer’s flight-related experience, but excluding in the case of clause (a) information that would not be generated, produced or acquired in the absence of the TudoAzul Program (including Clube TudoAzul) or any other Loyalty Program; provided that, for the avoidance of doubt, customer name, contact information (including name, mailing address, email address, and phone numbers), passport information, government identification document information, Tax or other personal identification numbers, customer login to the Azul.com.br website or any successor website and any Azul mobile applications and communication consent preferences (as described in clause (b) of the definition of “Member Profile Data”) are included in both TudoAzul Customer Data and the Azul Traveler Data; provided that the foregoing communication consent preferences are not specific to the TudoAzul Program (it being understood that if such communication consent preferences are specific to the TudoAzul Program they shall exclusively be TudoAzul Customer Data).

“Azul Viagens” means ATS Viagens e Turismo Ltda, a Brazilian partnership (sociedade limitada) with its head office in the City of Barueri, State of São Paulo, at Avenida Marcos Penteado de Ulhoa Rodrigues, 939, 10o andar, Edificio Jatobá, Condomínio Castelo Branco Office Park, Tambore, CEP 06460-040, registered at the National Registry of Legal Entities of the Ministry of Finance (Cadastro Nacional da Pessoa Juridica do Ministerio da Fazenda – CNPJ) under No. 26.203.213/0001-04.

“Azul Viagens Agreements” means any currently existing or future co-branding, partnering or other receivables-generating agreements with third parties entered into by the Parent Guarantor or any of its Subsidiaries in connection with the Azul Viagens Business, including any amendment thereof and any other agreement entered into with the same party in substitution for, or supplementary to, the existing agreements, and all related ancillary documents, emails and agreements.

“Azul Viagens Business” means any Travel Package Business which is operated, owned or controlled, directly or indirectly, by the Parent Guarantor or any of its Subsidiaries, or principally associated with the Parent Guarantor or any of its Subsidiaries, in each case, as in effect from time to time, whether under the “Azul Viagens” name or otherwise, in each case including any similar or successor travel or vacation business, but excluding any Permitted Acquisition Travel Package Business.

“Azul Viagens Domain Names” means (a) any and all domain names and social media accounts throughout the world that, in each case, are owned, or later developed or acquired and owned, by the Parent Guarantor or any of its Subsidiaries and, in each case, include the word “Viagens,” including the “azulviagens.com.br” domain name and (b) any and all similar, legacy or successor domain names with respect to any of the foregoing.

“Azul Viagens Fiduciary Assignment” means the fiduciary assignment (cessão fiduciária) in respect of (i) the receivables under the Assigned Azul Viagens Agreements, (ii) the Designated Azul Viagens Credit Card and Debit Card Receivables, and (iii) the Azul Viagens Receivables Deposit Account, governed by Brazilian law.

“Azul Viagens Freeflow Account” means an unrestricted account of Azul Viagens maintained in Brazil.

“Azul Viagens Receivables Deposit Account” means the relevant account described in the Azul Viagens Fiduciary Assignment in the name of Azul Viagens in Brazilian reais maintained in Brazil and subject to the Azul Viagens Fiduciary Assignment and an Account Control Agreement (under the sole dominion and control of the Account Bank under the direction of the Brazilian Collateral Agent).

“Azul Viagens Trademarks” means (a) any and all trademarks, service marks, brand names, designs, and logos throughout the world that, in each case, are owned, or later developed or acquired and owned, by the Parent Guarantor or any of its Subsidiaries and, in each case, include the word “Viagens” (including the combined wordmark “Azul Viagens”), and (b) any and all successor or legacy brands with respect to any of the foregoing.

“Bankruptcy Automatic Acceleration” means any Indebtedness under any Secured Debt Document becoming immediately due and payable as a result of an event under any Bankruptcy Law.

“Bankruptcy Code” means the Bankruptcy Reform Act of 1978, as heretofore and hereafter amended, and codified as 11 U.S.C. Section 101 et seq.

“Bankruptcy Court” has the meaning assigned to such term in the definition of Chapter 11 Case Milestones.

“Bankruptcy Law” means the Bankruptcy Code or any similar federal, state or foreign law relating to reorganization, arrangement, adjustment, winding-up, liquidation (including provisional liquidation), restructuring, dissolution, composition or other debtor relief, including, without limitation, Part V of the Companies Act (as revised) of the Cayman Islands and the Companies Winding Up Rules (as revised) of the Cayman Islands, each as revised or amended from time to time, the Brazilian Bankruptcy Law (including, without limitation, the rules that relate to any judicial reorganization, restructuring, liquidation (including provisional liquidation) extrajudicial reorganization, bankruptcy liquidation or ancillary injunctive relief requests), as revised or amended from time to time, and any bankruptcy, insolvency, winding up, reorganization or similar law enacted under the laws of the Cayman Islands, Brazil or any other applicable jurisdiction.

“Base Indenture” means the base indenture dated the Closing Date entered into by the Issuer, as issuer, the Parent Guarantor, Azul Linhas, IntelAzul, Azul Viagens, IP HoldCo, and IP Co, as guarantors, and UMB Bank, N.A., as the trustee and the paying agent, transfer agent and U.S. Collateral Agent, and TMF Brasil Administração e Gestão de Ativos Ltda., as Brazilian Collateral Agent, which governs the Notes.

“Blocked Accounts” means, individually or collectively as the context may require, the USD Blocked Account and the BRL Blocked Account.

“Brand Case Milestones Termination Event” means during any time when any Obligor is subject to a proceeding under chapter 11 of the Bankruptcy Code (provided that, if Azul Linhas is not such Obligor, Azul Linhas is also subject to such a proceeding at such time), any of clause (f), (h) or (i) of the definition of “Chapter 11 Case Milestones” are not met or complied with, as applicable, with respect to any IP License or at the conclusion of such proceeding under chapter 11 of the Bankruptcy Code, Azul Linhas has not assumed the Sublicense and, to the extent applicable, IP HoldCo has assumed the Head License.

“Brazilian Bankruptcy Law” means Law No. 11,101, dated February 9, 2005, as amended, including by Law No. 14,112, dated December 24, 2020 (or any successor law).

“Brazilian Collateral Agent” has the meaning assigned to such term in the introductory paragraph of this Agreement.

“Brazilian Collateral Documents” means the Collateral Documents governed by Brazilian law, including each Fiduciary Assignment and each Account Control Agreement governed by Brazilian law.

“BRL Blocked Account” means the account described in the relevant Fiduciary Assignment and the relevant Account Control Agreement in the name of Azul Linhas in Brazilian reais maintained in Brazil and subject to such Fiduciary Assignment and such Account Control Agreement (under the sole dominion and control of the Account Bank under the direction of the Brazilian Collateral Agent and with permission to hold balances through investments in Cash Equivalents).

“BRL Collateral Account” means the account described in the relevant Fiduciary Assignment and the relevant Account Control Agreement in the name of Azul Linhas in Brazilian reais maintained in Brazil and subject to such Fiduciary Assignment and such Account Control Agreement (under the sole dominion and control of the Account Bank under the direction of the Brazilian Collateral Agent) into which amounts from the Collection Accounts are to be transferred in the event of an exercise of Cash Control and on each Post-Default Distribution Date when a Remedies Direction has been given and remains in effect.

“BRL Payment Account” means the account described in the relevant Fiduciary Assignment and the relevant Account Control Agreement in the name of the Parent Guarantor in Brazilian reais maintained in Brazil and subject to such Fiduciary Assignment and such Account Control Agreement (under the sole dominion and control of the Account Bank under the direction of the Brazilian Collateral Agent) into which amounts from the Collection Accounts are to be transferred in the Lockbox Structure when no Remedies Direction has been given and remains in effect.

“BRL Payment Waterfall” has the meaning set forth in Section 4.03(e).

“BRL Post-Default Waterfalls” has the meaning set forth in Section 4.04(c).

“BRL Pro Rata Share” means, with respect to amounts in a Payment Account or a Collection Account, a fraction the numerator of which is the aggregate principal amount of all Series of BRL First Priority Secured Debt (which shall be deemed to include the AerCap Secured Obligations) then outstanding and the denominator of which is the sum of the aggregate principal amounts of all Series of First Priority Secured Debt then outstanding.

“BRL Required Payments” means the amounts necessary to satisfy in full all obligations then due and payable under clauses (1) through (5) of the BRL Payment Waterfall.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in (i) New York City, (ii) the City of São Paulo, and (iii) each other city in which the corporate trust office of the Trustee or the head office of any Collateral Agent is located are required or authorized to remain closed.

“Buy-Out Right” has the meaning set forth in Section 5.04.

“Capital Lease Obligations” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized and reflected as a liability on a balance sheet prepared in accordance with IFRS.

“Capital Stock” means, with respect to any Person, any and all shares, shares of stock, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated, whether voting or non-voting) such Person’s equity, including any preferred stock, but excluding any debt securities convertible into or exchangeable for such equity.

“Cash Control” means to instruct the applicable Account Bank that amounts in the Collection Accounts must be transferred to the BRL Collateral Account and held as Collateral for the Secured Obligations until such time as the Controlling Creditors (under clause (a) or (b) of the definition thereof) shall provide other instructions in accordance with this Agreement.

“Cash Control Instruction” means an instruction to the Collateral Agents by a Representative of any Series of Secured Debt as to which an Event of Default has occurred and is continuing, to exercise Cash Control.

“Cash Equivalents” means (x) in the case of U.S. dollars and accounts located in the United States, any or all of the following:

(1)direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States), in each case maturing within one year from the date of acquisition thereof;

(2)direct obligations of state and local government entities, in each case maturing within one year from the date of acquisition thereof, which have a rating of at least A- (or the equivalent thereof) from S&P, A3 (or the equivalent thereof) from Moody’s or A- (or the equivalent thereof) from Fitch;

(3)obligations of domestic or foreign companies and their subsidiaries (including, without limitation, agencies, sponsored enterprises or instrumentalities chartered by an Act of Congress, which are not backed by the full faith and credit of the United States), including, without limitation, bills, notes, bonds, debentures, and mortgage-backed securities, in each case maturing within one year from the date of acquisition thereof;

(4)commercial paper maturing within 365 days from the date of acquisition thereof and having, at such date of acquisition, a rating of at least A-2 (or the equivalent thereof) from S&P, P-2 (or the equivalent thereof) from Moody’s or F2 (or the equivalent thereof) from Fitch;

(5)certificates of deposit (including Investments made through an intermediary, such as the certificated deposit account registry service), banker’s acceptances, time deposits, eurodollar time deposits and overnight bank deposits maturing within one year from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any other commercial bank of recognized standing organized under the laws of the United States or any State thereof that has a combined capital and surplus and undivided profits of not less than US$250.0 million;

(6)fully collateralized repurchase agreements with a term of not more than six months for underlying securities that would otherwise be eligible for investment;

(7)money in an investment company registered under the Investment Company Act of 1940, as amended, or in pooled accounts or funds offered through mutual funds, investment advisors, banks and brokerage houses which invest its assets in obligations of the type described in clauses (1) through (6) above. This could include, but not be limited to, money market funds or short-term and intermediate bonds funds;

(8)money market funds that (A) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended, (B) are rated AAA (or the equivalent thereof) by S&P, Aaa (or the equivalent thereof) by Moody’s or AAA (or the equivalent thereof) from Fitch and (C) have portfolio assets of at least US$5.0 billion;

(9)deposits available for withdrawal on demand with commercial banks organized in the United States having capital and surplus in excess of US$100.0 million;

(10)securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A- by S&P, A3 by Moody’s or A- (or the equivalent thereof) from Fitch; and

(11)any other securities or pools of securities that are classified under IFRS as cash equivalents or short-term investments on a balance sheet;

and

(y) in the case of Brazilian real, and accounts located in Brazil,

means:

(1)Brazilian real, U.S. dollars, or money in other currencies received in the ordinary course of business that are readily convertible into U.S. dollars;

(2)securities issued or directly and fully guaranteed or insured by the United States or the Brazil governments or any agency or instrumentality of the United States or Brazil governments (provided that the full faith and credit of the United States or Brazil, as the case may be, is pledged in support of those securities) either having maturities of not more than 12 months from the date of acquisition;

(3)(i) demand deposits, (ii) time deposits and certificates of deposit with maturities of one year or less from the date of acquisition, (iii) bankers’ acceptances with maturities not exceeding one year from the date of acquisition, and (iv) overnight bank deposits, in each case with any bank or trust company organized or licensed under the laws of the Republic of Brazil or any political subdivision thereof or the United States or any state thereof having capital, surplus and undivided profits in excess of US$500.0 million whose long-term debt is rated “A-2” or higher by Fitch or S&P or “P-2” or higher by Moody’s (or such similar equivalent rating) by at least one nationally recognized statistical rating organization (as defined under Rule 436 of the Securities Act);

(4)repurchase obligations with a term of not more than seven days for underlying securities of the type described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5)commercial paper rated A-1 or higher by Fitch or S&P or P-1 or higher by Moody’s (or such similar equivalent rating) and maturing no later than one year after the date of acquisition; and

(6)money market funds at least 95% of the assets of which consist of investments of the type described in clauses (1) through (5) above.

“Cayman Equitable Share Mortgages” means the equitable share mortgages over (i) shares in IP Co, dated the Closing Date between IP HoldCo and the U.S. Collateral Agent and (ii) shares in IP HoldCo, dated the Closing Date, between each of (a) Azul Linhas (b) IntelAzul, (c) Azul Viagens and (d) the Parent Guarantor and the U.S. Collateral Agent, each for the benefit of the Secured Parties.

“Chapter 11 Case Milestones” means that, during any time that any Obligor (each a “Chapter 11 Debtor”) is subject to a proceeding under chapter 11 of the Bankruptcy Code (provided that, if Azul Linhas is not such Obligor, Azul Linhas is also subject to such a proceeding at such time):

(a)the Obligors shall continue to perform its respective obligations under the Transaction Documents and there shall be no material interruption in the flow of funds under such Transaction Documents (including the use of the Collection Accounts to receive payments as contemplated by the Transaction Documents) in accordance with the terms thereunder (in each case other than any payment default in respect of principal under any of the Transaction Documents that has become due as a result of a Bankruptcy Automatic Acceleration); provided, that (i) the performance by the Obligors under this clause (a) shall in all respects be subject to any applicable materiality qualifiers, cure rights and/or grace periods provided for under the respective Transaction Documents, and (ii) the Obligors shall have forty five (45) days from the Petition Date to cure any failure to perform that requires court authorization to perform;

(b)the Chapter 11 Debtors shall file with the applicable U.S. bankruptcy court (the “Bankruptcy Court”), within ten (10) days of the date of petition in respect of such proceeding under chapter 11 of the Bankruptcy Code (the “Petition Date”), a customary and reasonable motion to assume all Transaction Documents to which such Chapter 11 Debtors are a party under section 365 of the Bankruptcy Code (the “Assumption Motion”), and shall thereafter pursue (including by contesting any objections to) the approval of the Assumption Motion;

(c)the Bankruptcy Court shall have entered a customary and reasonable final order (the “Assumption Order”) granting the Assumption Motion, within sixty (60) days after the Petition Date, and such Assumption Order shall not be amended, stayed, vacated, or reversed;

(d)the parties agree and acknowledge that the Assumption Motion and Assumption Order shall be customary and reasonable and the Assumption Order shall provide, among other things, that: (i) the Chapter 11 Debtors are authorized to assume and perform all obligations under the applicable Transaction Documents and implement actions contemplated thereby and, pursuant to the Assumption Order, will assume such Transaction Documents pursuant to section 365 of the Bankruptcy Code; (ii) such Transaction Documents are binding and enforceable against the parties thereto in accordance with their terms, without exception or amendment; (iii) any amounts payable under such Transaction Documents are actual and necessary costs and expenses of preserving the Chapter 11 Debtors’ estates and shall be entitled to priority as an allowed administrative expenses of the Chapter 11 Debtors pursuant to sections 503(b) and 507(a)(2) of the Bankruptcy Code; (iv) the Chapter 11 Debtors must cure any defaults under such Transaction Documents as a condition to assumption; and (v) the Chapter 11 Debtors are authorized to take any action necessary to implement the terms of the Assumption Order;

(e)each of the Chapter 11 Debtors and each other Obligor (i) shall not take any action to materially interfere with the assumption of the applicable Transaction Documents, or support any other Person to take any such action; and (ii) shall take all steps commercially reasonably necessary, to contest any action that would materially interfere with the assumption of such Transaction Documents, including, without limitation, litigating any objections and/ or appeals;

(f)each of the Chapter 11 Debtors and each other Obligor (i) shall not file any motion seeking to avoid, reject, disallow, subordinate, or recharacterize any obligation under the applicable Transaction Documents or support any other person to take any such action and (ii) shall take all steps commercially reasonably necessary, to contest any action that would seek to avoid, reject, disallow, subordinate, or recharacterize any obligation under such Transaction Documents, including, without limitation, litigating any objections and/or appeals;

(g)in the event there is an appeal of the Assumption Order, the Chapter 11 Debtors shall pursue a court order requiring any appellants to post a cash bond in an amount equal to US$50 million, to an account held solely for the sole benefit of the Secured Parties;

(h)the proceeding under chapter 11 under the Bankruptcy Code shall not, and is not converted into, a case under chapter 7 of the Bankruptcy Code; and

(i)each of any plan of reorganization filed or supported by any Chapter 11 Debtor shall either (i) expressly provide for assumption of the Transaction Documents to which such Chapter 11 Debtor is party and reinstatement or replacement of each of the related guarantees, subject to applicable cure periods or (ii) provide that the Notes are paid in full in cash on the effective date of the plan of reorganization.

For the avoidance of doubt, notwithstanding the foregoing, during the pendency of and following any stay or appeal of the Assumption Order, the Obligors must continue to perform all obligations under the Transaction Documents, including making any and all payments under the Transaction Documents in accordance with the terms thereof and as described above (in each case other than any payment default under any of the Transaction Documents as a result of a Bankruptcy Automatic Acceleration) and, in the event of any such payment default (subject to any applicable cure or grace periods under the applicable Transaction Documents and except as provided above), nothing shall limit any of the Holders’, the Trustee’s or any Collateral Agent’s rights and remedies including but not limited to any termination rights under the Transaction Documents.

“Closing Date” means the date of original issuance of the Notes, which is the date of this Agreement.

“Clube TudoAzul” means the subscription-based product of the Parent Guarantor or any of its Subsidiaries through which members pay a recurring amount per month in exchange for Points, access to promotions and other benefits which is operated, owned or controlled, directly or indirectly, by the Parent Guarantor or any of its Subsidiaries, as in effect from time to time, whether under the “Clube TudoAzul” name or otherwise, in each case including any similar or successor products, services or programs.

“Collateral” means each asset of any Obligor in which a security interest has been granted pursuant to any Collateral Document and includes all Additional Collateral in which a Lien is granted in favor of any Collateral Agent or Applicable Collateral Representative, but excludes any Non-Shared Collateral.

“Collateral Account” means, individually or collectively as the context may require, the USD Collateral Account and the BRL Collateral Account.

“Collateral Agents” means, collectively, the (i) Brazilian Collateral Agent, and (ii) the U.S. Collateral Agent.

“Collateral Documents” means, collectively, (i) any Account Control Agreements, the Security Agreement, each Brazilian Collateral Document, the Cayman Equitable Share Mortgages, this Agreement and other agreements, instruments or documents that create or purport to create a Lien in the Collateral in favor of a Collateral Agent for the benefit of the Secured Parties or the Trustee for the benefit of the Notes Secured Parties, in each case, as may be amended, amended and restated, supplemented or otherwise modified from time to time, and so long as such agreement, instrument or document shall not have been terminated in accordance with its terms and (ii) the IP Agreements in respect of (A) the rights of the U.S. Collateral Agent thereunder and (B) the rights of any IP Party thereunder after any exercise of remedies over the shares of such IP Party.

“Collection Account” means, individually or collectively as the context may require, (i) the TudoAzul Receivables Deposit Account, and (ii) the Azul Viagens Receivables Deposit Account.

“Contributed Assets” means (a) each Contributing Party’s and IP HoldCo’s respective rights to the Contributed Intellectual Property (other than the Specified IP and any “intent to use” trademark applications for which a statement of use has not been filed with and accepted by the United States Patent and Trademark Office (but only until such statement is filed and accepted)) and (b) all rights to establish, create, organize, initiate, participate, operate, assist, benefit from, promote or otherwise be involved in or associated with, in any capacity, (i) the TudoAzul Program (including Clube TudoAzul) or any other Loyalty Program (other than a Permitted Acquisition Loyalty Program), or (ii) the Azul Viagens Business or any other Travel Package Business (other than a Permitted Acquisition Travel Package Business).

“Contributed Intellectual Property” means (a) the Azul Brand IP and (b) the Azul Other IP, but expressly excluding (i) any and all Intellectual Property used or held for use exclusively in the operation of the Azul Cargo Business and (ii) the trademark “Azul Cargo”, the domain name “www.azulcargo.com.br” and the other Azul Cargo Intellectual Property.

“Contribution Agreements” means (a) that certain Contribution Agreement (Contributing Parties to IP HoldCo), dated as of the date hereof, by and among Azul, Azul Linhas, IntelAzul, Azul Viagens and IP HoldCo, and (b) that certain Contribution Agreement (IP HoldCo to IP Co), dated as of the date hereof, by and between IP HoldCo and IP Co.

“Controlled Accounts” means the Collection Accounts, the Payment Accounts, the Blocked Accounts, and the Collateral Accounts.

“Controlling Creditors” means (a) with respect to any Remedies Action other than Specified Rights, (i) prior to the Majority Notes Collateral Enforcement Date, the Required First Priority Debtholders and (ii) after the Majority Notes Collateral Enforcement Date, the Majority Noteholders, (b) with respect to Specified Rights at any time, the Majority Total Debtholders and (c) with respect to Cash Control, any Representative when an Event of Default has occurred and is continuing in respect of Secured Debt for which such Person is Representative.

“Convertible Debentures” means the convertible debentures (ISIN:BRAZULDBP005) issued by the Parent Guarantor pursuant to the Convertible Debentures Indenture and guaranteed by the other Obligors pursuant to the Convertible Debentures Indenture and the Convertible Debentures New York Law Guarantee.

“Convertible Debentures Indenture” means the Private Instrument of Indenture for the First Issuance of Debentures Convertible Into Preferred Shares Guaranteed by Collateral with Additional Guarantee of Azul S.A. (Instrumento Particular de Escritura de Emissão de Debêntures Conversíveis em Ações Preferenciais, da Espécie com Garantia Real, com Garantia Fidejussória Adicional, da Primeira Emissão de Azul S.A.) dated October 26, 2020 (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time (including as amended and restated as of the date of this Agreement pursuant to the second amendment (segundo aditamento) thereof)) pursuant to which the Convertible Debentures have been issued and are guaranteed by the Obligors pursuant to the laws of Brazil.

“Convertible Debentures New York Law Guarantee” means the guarantee agreement dated October 26, 2020 between the Parent Guarantor, Azul Linhas and the Convertible Debentures Representative (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time (including the amended and restated guarantee agreement entered into as of the date of this Agreement between the Obligors, the Convertible Debentures Representative and the Brazilian Collateral Agent (in its capacity as collateral agent for the Convertible Debentures)) pursuant to which the obligations under the Convertible Debentures are guaranteed pursuant to a guarantee governed by the laws of the State of New York.

“Convertible Debentures Secured Debt Documents” means the Convertible Debentures, the Convertible Debentures Indenture and the Convertible Debentures New York Law Guarantee.

“Convertible Debentures Secured Parties” means the Convertible Debentures Representative, the Brazilian Collateral Agent (in its capacity as collateral agent for the Convertible Debentures) and the holders of the Convertible Debentures.

“Convertible Debentures Secured Obligations” means the obligations of the Obligors under the Convertible Debentures, the Convertible Debentures Indenture and the Convertible Debentures New York Law Guarantee.

“Currency” means points, miles and/or other units that are a medium of exchange constituting a convertible, virtual, and private currency that is tradable property and that can be sold or issued to Persons.

“Currency Conversion Rate” means the PTAX Rate on (a) for purposes of the Payment Waterfalls, each Allocation Date, and (b) for purposes of the Post-Default Waterfalls, the date that is two (2) Business Days before the applicable Post-Default Distribution Date.

“Database Control Agreements” means the database control agreements required to be entered into by and among Azul, Azul Linhas, IntelAzul and Azul Viagens, as applicable, pursuant to the terms and conditions of the Contribution Agreements.

“Deeds of Undertaking” means (i) the deed of undertaking to be entered into on or about the Closing Date among IP Co, IP HoldCo, the U.S. Collateral Agent and Walkers Fiduciary Limited and (ii) the deed of undertaking to be entered into on or about the Closing Date among IP HoldCo, the Parent Guarantor, the U.S. Collateral Agent and Walkers Fiduciary Limited.

“Designated Azul Cargo Credit Card and Debit Card Receivables” means credit card and debit card receivables generated by the Azul Cargo Business.

“Designated Azul Viagens Credit Card and Debit Card Receivables” means credit card and debit card receivables generated by the Azul Viagens Business.

“Designated TudoAzul Credit Card and Debit Card Receivables” means the credit card and debit card receivables generated by the TudoAzul Program which relate to (i) purchases of Points by customers, and (ii) membership fees from members of Clube TudoAzul.

“DIP Financing” has the meaning assigned to such term in Section 6.01.

“Discharge of First Priority Secured Obligations” means the irrevocable payment in full in cash of the principal of and interest (including interest and other amounts accruing (or which would, absent the commencement of an insolvency proceeding, accrue) on or after the commencement of any insolvency proceeding, whether or not such interest would be allowed in such insolvency proceeding), premium and all other amounts (including penalties) due and owing with respect to all indebtedness outstanding under the First Priority Secured Debt Documents (other than unasserted contingent indemnification obligations and unasserted expense reimbursement obligations) whether or not such amounts are disallowed vis-a-vis the Obligors, and, for purposes of this definition, the AerCap Secured Obligations shall constitute principal up to the AerCap Secured Obligations Cap.

“Disposition” means, with respect to any property, any sale, lease, sale and leaseback, conveyance, transfer, license or other disposition thereof. The terms “Dispose” and “Disposed of” shall have correlative meanings.

“Distribution Date” means any date on which interest, principal or premium is due and payable under one or more Series of Secured Debt, and any scheduled payment date for a Waterfall AerCap Payment under the AerCap Secured Obligations which is deemed to be a Distribution Date pursuant to Section 4.05(b).

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Event of Default” means any “event of default” or equivalent event under any Series of Secured Debt (i.e., an event that with the giving of notice, if required, would permit the holders to declare such Series of Secured Debt to be due and payable), or, in the case of the AerCap Secured Obligations, would permit any Relevant Lessor to terminate the leasing of an aircraft under any Relevant Lease (howsoever described).

“Exchange Offers” means the offer by the Existing Notes Issuer to exchange its outstanding Existing Notes of the relevant series, upon the terms and subject to the conditions set forth in the Offering Memorandum, for Notes of the relevant series.

“Existing 2024 Notes” means the 5.875% Senior Notes due 2024 issued by the Existing Notes Issuer.

“Existing 2026 Notes” means the 7.250% Senior Notes due 2026 issued by the Existing Notes Issuer.

“Existing Notes” means, collectively, (i) the Existing 2024 Notes, and (ii) the Existing 2026 Notes.

“Existing Notes Issuer” means Azul Investments LLP.

“Fiduciary Assignment” means a fiduciary assignment (cessão fiduciária) governed by the laws of Brazil.

“Fiduciary Transfer” means a fiduciary transfer (alienação fiduciária) governed by Brazilian law.

“Final Settlement Date” means the settlement date for an Exchange Offer (it being acknowledged and agreed that if no further Existing Notes of a series are tendered after the early expiration deadline for the relevant Exchange Offer, then there shall be no Final Settlement Date in relation to the Existing Notes of such series).

“Final Settlement Notes” has the meaning specified in the definition of Notes.

“First Priority Secured Debt” means each of (i) the AerCap Secured Obligations, (ii) the Convertible Debentures and (iii) each series of Additional First Priority Secured Debt.

“First Priority Secured Debt Documents” means each of (i) the Relevant Leases, as amended pursuant to the terms of the AerCap Deferral Agreement and any agreements which are stated to supersede the AerCap Deferral Agreement, (ii) the Convertible Debentures Indenture and the Convertible Debentures New York Law Guarantee, and (iii) each financing agreement evidencing Additional First Priority Secured Debt and the related financing documents executed in connection therewith governing the designation of Additional First Priority Secured Debt in accordance with this Agreement.

“First Priority Secured Debt Representative” means (a) in the case of the AerCap Secured Obligations, the AerCap Representative, (b) in the case of the Convertible Debentures, Vórtx Distribuidora de Títulos e Valores Mobilários Ltda., and (c) in the case of any other First Priority Secured Debt, the trustee, agent or representative of the holders of such First Priority Secured Debt who maintains the transfer register for such Series of First Priority Secured Debt and (i) is appointed as a representative of the holders of such First Priority Secured Debt (for purposes related to the administration of the First Priority Secured Debt Documents) pursuant to the First Priority Secured Debt Documents, together with its successors in such capacity, and (ii) who has executed a joinder to this Agreement and such Indebtedness is governed by a credit agreement, note purchase agreement, indenture, debenture or other agreement that includes a confirmation of the sharing of Liens and priorities with the other First Priority Secured Debt.

“First Priority Secured Obligations” means, in each case, without duplication, (a) the First Priority Secured Debt and all other Obligations in respect of First Priority Secured Debt (including the Convertible Debentures Secured Obligations and the AerCap Secured Obligations) to the extent provided in the relevant First Priority Secured Debt Documents, (b) any and all sums due and owing to any Collateral Agent, any First Priority Secured Debt Representative, and the Trustee, and (c) in the event of any proceeding for the collection or enforcement of the obligations described in clauses (a) and (b) above after a Remedies Direction has been provided (including any Remedies Action), the expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by any Collateral Agent of its rights under the Collateral Documents, together with any reasonable, documented, out-of-pocket attorneys’ fees and court costs.

“First Priority Secured Parties” means the First Priority Secured Debt Representatives and the holders of First Priority Secured Obligations (including the Convertible Debentures Secured Parties and the AerCap Secured Parties).

“First Supplemental Indenture” means the first supplemental indenture dated the Closing Date, pursuant to which the 2029 Notes are issued by the Issuer, that supplements the Base Indenture.

“Fitch” means Fitch, Inc., also known as Fitch Ratings, and its successors.

“Freeflow Account” means the Azul Linhas Freeflow Account and the Azul Viagens Freeflow Account.

“Governmental Authority” means the government of the United States of America, Brazil, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank organization, or other entity exercising executive, legislative, judicial, taxing or regulatory powers or functions of or pertaining to government. Governmental Authority shall not include any Person in its capacity as an Airport Authority.

“Grantor” means each Obligor that shall at any time pledge Collateral under a Collateral Document.

“Guarantors” means the Issuer, in its capacity as guarantor with respect to any Secured Debt, and those entities listed on Schedule I hereto and each other entity that becomes a Guarantor pursuant to the terms of any First Priority Secured Debt Documents or any Notes Secured Debt Documents.

“Hedging Obligations” means, with respect to any Person, all obligations and liabilities of such Person under:

(1)interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements;

(2)other agreements or arrangements designed to manage interest rates or interest rate risk; and

(3)other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates, fuel prices or other commodity prices, but excluding (x) clauses in purchase agreements and maintenance agreements pertaining to future prices and (y) fuel purchase agreements and fuel sales that are for physical delivery of the relevant commodity.

“Holders” means, with respect to any Series of Secured Debt, registered holders, lenders of record or purchasers of record (in the case of any private placement), or equivalent creditors of record, in respect of such Series, and for purposes of the AerCap Secured Obligations, the Relevant Lessors.

“IFRS” means International Financial Reporting Standards as adopted by the International Accounting Standards Board which are in effect from time to time.

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person (excluding air traffic liability, accrued expenses and trade payables), whether or not contingent:

(1)in respect of borrowed money;

(2)evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

(3)in respect of banker’s acceptances;

(4)representing Capital Lease Obligations;

(5)representing the balance deferred and unpaid of the purchase price of any property or services due more than six (6) months after such property is acquired or such services are completed, but excluding in any event trade payables arising in the ordinary course of business; or

(6)representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with IFRS.

In addition, the term “Indebtedness” includes all Indebtedness of other Persons secured by a Lien on any assets of the Person specified in the first sentence of this definition (whether or not such Indebtedness is assumed by the specified Person), the amount of such Indebtedness being deemed to be the lesser of the value of such assets or the amount of the obligation so secured.

Notwithstanding the foregoing, “Indebtedness” shall be deemed to include any additional indebtedness or debt (however described or defined) that is secured by the terms of a Series of Secured Debt.

“Indenture” means the Base Indenture, as supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, and as supplemented and amended from time to time.

“Insolvency or Liquidation Proceeding” means (a) any voluntary or involuntary case or proceeding under the Bankruptcy Code or other applicable Bankruptcy Law with respect to any Obligor, (b) any other voluntary or involuntary insolvency, reorganization, restructuring, composition or bankruptcy case or proceeding, or any receivership, liquidation (including provisional liquidation), reorganization or other similar case or proceeding with respect to any Obligor or with respect to a material portion of the assets or liabilities of any Obligor, (c) any liquidation (including provisional liquidation), dissolution, reorganization, restructuring, composition or winding-up of any Obligor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (d) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of any Obligor.

“IntelAzul” means IntelAzul S.A., a Brazilian corporation (sociedade por ações) with its head office at Barueri, State of São Paulo, at Avenida Marcos Penteado de Ulhoa Rodrigues, 939, 10o andar, Edificio Jatobá, Condomínio Castelo Branco Office Park, Tambore, CEP 06460-040, registered at the National Registry of Legal Entities of the Ministry of Finance (Cadastro Nacional da Pessoa Juridica do Ministerio da Fazenda – CNPJ) under No. 02.428.624/0001-30.

“Intellectual Property” means all patents and patent applications, registered trademarks or service marks and applications to register any trademarks or service marks, brand names, trade dress, know-how, registered copyrights and applications for registration of copyrights, Trade Secrets, domain names, social media accounts and other intellectual property, whether registered or unregistered, including unregistered copyrights in software and source code and applications to register any of the foregoing; provided that no TudoAzul Customer Data or Azul Traveler Data shall be deemed Intellectual Property.

“Interest Protection Payments” has the meaning set forth in the definition of “Specified Rights”.

“IP Agreements” means: (a) each Contribution Agreement; (b) each IP License; (c) the Management Agreement, (d) each other contribution agreement, license or sublicense related to the Contributed Intellectual Property that is required to be entered into after the Closing Date pursuant to the terms of any Transaction Documents and (e) any Database Control Agreement.

“IP Co” means Azul IP Cayman Ltd.

“IP HoldCo” means Azul IP Cayman Holdco Ltd.

“IP License” means (a) that certain license agreement (the “Head License”) entered into between IP Co and IP HoldCo dated as of the Closing Date, pursuant to which IP Co has granted to IP HoldCo (in such capacity, a “Licensee”) an exclusive, worldwide license to the Contributed Intellectual Property (with the right to sublicense solely to Azul Linhas), and (b) that certain sublicense agreement (the “Sublicense”) entered into among IP HoldCo, Azul Linhas and, solely for the purposes described therein, the Parent Guarantor, dated as of the Closing Date, pursuant to which IP HoldCo has granted Azul Linhas (in such capacity, a “Licensee”) an exclusive, worldwide sublicense to the Contributed Intellectual Property.

“IP License Fee” means, collectively, the quarterly license fee (a) due and payable by Azul Linhas pursuant to the Sublicense in an amount equal to fifty million dollars (US$50,000,000) and (b) due and payable by IP HoldCo pursuant to the Head License in an amount equal to fifty million dollars (US$50,000,000), in each case subject to, and only on the terms and conditions set forth in, the IP Licenses.

“IP Manager” means Azul Linhas in its capacity as the manager under the Management Agreement.

“IP Parties” means IP Co and IP HoldCo.

“Issuer” has the meaning assigned to such term in the introductory paragraph of this Agreement.

“Joinder Agreement” means a supplement to this Agreement substantially in the form of Annex II hereof required to be delivered by a Representative to the Brazilian Collateral Agent and the U.S. Collateral Agent pursuant to Section 8.07 hereof in order to include an additional Series of First Priority Secured Debt hereunder and to become the Representative hereunder and under the Security Agreement and any applicable Account Control Agreement for the First Priority Secured Parties under such Series of First Priority Secured Debt.

“Leases Collateral” means any collateral held by, pledged to and/or granted in favor of any AerCap Party pursuant to, or in connection with, the Relevant Leases, and secures, or provides assurance for, the obligations of Azul Linhas pursuant to, or under, any Relevant Lease including without limitation:

(a)any cash amounts held by any Relevant Lessor in connection with any Relevant Lease;

(b)any letters of credit or equivalent issued in favor of any AerCap Party and any replacement thereof;

(c)any airframe or engine warranty rights; and

(d)any assignments of the proceeds of the insurances and/or reinsurances in respect of the aircraft relating to any Relevant Lease,

but excluding the collateral the subject of:

(i)the Quotas Fiduciary Assignment Agreement (Contrato de Alienação Fiduciária de Quotas), dated April 4, 2023, by and among AerCap Administrative Services Limited, as security agent, Azul Linhas and David Gary Neeleman, as grantors, and Azul Viagens, as intervening party; and

(ii)the Receivables and Collateral Account Fiduciary Assignment Agreement (Contrato de Cessão Fiduciária de Recebíveis e Conta Garantia), dated April 14, 2023, by and among AerCap Administrative Services Limited, as security agent, TMF Brasil Administração e Gestão de Ativos Ltda., as onshore security agent, and Azul Viagens, as assignor,

which collateral has since become subject to the Brazilian Collateral Documents.

“LGPD” means the Brazilian Federal Law No. 13,709, dated August 14, 2018, as amended (the Brazilian General Data Protection Law (Lei Geral de Proteção de Dados Pessoais)).

“License Termination Event” refers to any of an “Azul Brand Suspension Event,” “Azul Brand Termination Event,” and/or an “Other IP Termination Event.”

“Lien” means, with respect to any asset, any mortgage, lien, pledge, Fiduciary Assignment, Fiduciary Transfer, usufruct (usufruto), trust (fideicomisso), seizure (arresto), sequestration (sequestro), attachment (penhora), charge, license, security interest or similar encumbrance of any kind in respect of such asset, judicial or extrajudicial, voluntary or involuntary, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any option or other agreement to sell or give a security interest in and any agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction (but excluding any lease, sublease, use or license agreement or swap agreement or similar arrangement by any Grantor described in the definition of Permitted Collateral Disposition).

“Lockbox Structure” means, with effect from the New First Priority Financing Closing Date, instead of being transferred daily into the Freeflow Accounts, the Collection Accounts shall be blocked at all times and under the sole dominion and control of Account Bank acting under the instructions of the Applicable Collateral Representatives, subject to the terms of this Agreement.

“Loyalty Program” means (a) any customer loyalty program available to individuals (i.e., natural persons) that grants members in such program Currency based on a member’s purchasing behavior and that entitles a member to accrue and redeem such Currency for a benefit or reward, including flights and/or other goods and services, or (b) any other membership program (including a subscription-based product) available to individuals (i.e., natural persons) that grants members in such program benefits in connection with travel on an airline, including reduced costs on airfare, bag fees and upgrades.

“Majority Notes Collateral Enforcement Date” means 180 consecutive days after the occurrence of both (i) an Event of Default under a Notes Secured Debt Document and (ii) the Applicable Collateral Representative’s receipt of written notice from the Trustee or Collateral Agent that an Event of Default has occurred and is continuing and all of the Notes Secured Obligations are currently due and payable in full (whether as a result of the acceleration thereof or otherwise); provided that such date shall be tolled and shall not occur if (i) with respect to any Collateral, the Applicable Collateral Representative (acting at the direction of the Required First Priority Debtholders) has commenced and is diligently pursuing the exercise of any rights and remedies with respect to all or a material portion of the Collateral, or (ii) an insolvency proceeding in respect of an Obligor has been commenced; provided further, if the circumstances described above subsequently occur, the Majority Notes Collateral Enforcement Date shall be deemed (prospectively only) not to have occurred and the Representatives shall cease to take instructions from the Majority Noteholders. If at any time the exercise of remedies is stayed due to a bankruptcy or insolvency proceeding of an Obligor, the 180-day period described above shall be tolled until such stay is no longer in effect.

“Majority Noteholders” means the Holders of Notes that hold 50.1% or more of the aggregate principal amount of the Notes outstanding on any date of determination, determined across both series of Notes treated for this purpose as one class.

“Majority Total Debtholders” means the holders of Secured Debt that hold 50.1% or more of the aggregate principal amount of all Secured Debt outstanding on any date of determination, determined across all Series of Secured Debt treated for this purpose as one class, provided that, for the purposes of the AerCap Secured Obligations, the payment obligations that comprise the AerCap Secured Obligations as of the relevant date shall be deemed to be principal amount for the purposes of this definition.

“Management Agreement” means that certain management agreement entered into among IP Co, IP HoldCo, Azul Linhas and the U.S. Collateral Agent, dated as of the Closing Date, pursuant to which Azul Linhas will perform certain services for IP Co and IP HoldCo to manage the Contributed Intellectual Property.

“Material Adverse Effect” means a material adverse effect on (a) the consolidated business, operations or financial condition of the Parent Guarantor and its Subsidiaries, taken as a whole, (b) the validity or enforceability of the Transaction Documents or the rights or remedies of the Holders and the First Priority Secured Parties thereunder, (c) the ability of the Issuer to pay the Obligations under the Transaction Documents, (d) the validity, enforceability or collectability of the IP Agreements generally or any material portion of the IP Agreements, taken as a whole, (e) the value of the Collateral or the business and operations of the TudoAzul Program and the Azul Viagens Business, taken as a whole or (f) the ability of the Obligors to perform their material obligations under the IP Agreements or this Agreement; provided, that no condition or event that has been publicly disclosed by the Parent Guarantor or any of its Subsidiaries on or prior to the Closing Date shall be considered a “Material Adverse Effect.”

“Member Profile Data” means, with respect to each member of the TudoAzul Program (including Clube TudoAzul) and to the extent in the possession or control of the Parent Guarantor or any of its Subsidiaries, such member’s (a) name, mailing address, email address, and phone numbers, (b) communication consent preferences, (c) total Currency balance, (c) third party engagement history, (e) accrual and redemption activity, including any data related to member segment designations or member segment activity or qualifications, (f) TudoAzul Program (including Clube TudoAzul) account or membership number, and (g) member status. For the avoidance of doubt, Member Profile Data excludes (i) Azul Traveler Data, (ii) any data relating to Azul Viagens Business transactions made by members of the TudoAzul Program that is analogous to the Azul Traveler Data, and (iii) any data relating to Azul Cargo Business transactions made by customers of the Azul Cargo Business.

“Moody’s” means Moody’s Investors Service, Inc.

“New First Priority Financing” means the first incurrence by the Obligors of Permitted First Priority Secured Debt after the Closing Date. For the avoidance of doubt, the AerCap Secured Obligations and the Convertible Debentures will be outstanding on the Closing Date and therefore do not constitute the incurrence of Permitted First Priority Secured Debt after the Closing Date.

“New First Priority Financing Closing Date” means the closing date of the New First Priority Financing.

“Non-Compete” has the meaning set forth in the IP Licenses.

“Notes” means, collectively (i) the 2029 Notes outstanding on the Closing Date, (ii) the 2030 Notes outstanding on the Closing Date and (iii) any 2029 Notes and any 2030 Notes (and related Notes Guarantees) issued on the Final Settlement Date (if any) (the “Final Settlement Notes”), that are issued from time to time pursuant to the terms of the Indenture and that comply with the provisions of Section 8.07 of this Agreement, the incurrence of which is not prohibited by the terms of any other Secured Debt Document.

“Notes Documents” means the Indenture, any note or global note issued pursuant to the Indenture, the Collateral Documents, any supplemental indentures to the Indenture and any other instrument or agreement executed and delivered by the Issuer or any other Guarantor to the Trustee or either Collateral Agent.

“Notes Guarantees” means guarantees of the Guarantors under the Notes.

“Notes Secured Debt” means any Notes and related Notes Guarantees.

“Notes Secured Debt Documents” means the Indenture, any note or global note issued pursuant to the Indenture and any supplemental indentures to the Indenture.

“Notes Secured Debt Representative” means the Trustee.

“Notes Secured Obligations” means, in each case, without duplication, (a) the Notes Secured Debt and any other Obligations in respect of the Notes Secured Debt to the extent provided in the Notes Secured Debt Documents, (b) any and all sums due and owing to the Trustee and any Collateral Agent, and (c) in the event of any proceeding for the collection or enforcement of the obligations described in clauses (a) and (b) above after a Remedies Direction has been provided (including any Remedies Action), the expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by any Collateral Agent of its rights under the Collateral Documents, together with any reasonable, documented, out-of-pocket attorneys’ fees and court costs.

“Notes Secured Parties” means the Trustee, the Collateral Agents, and the Holders of the Notes.

“Obligations” means with respect to any Secured Debt, the unpaid principal of and interest on (including interest accruing after the maturity of such Secured Debt and interest accruing after the filing of any petition of bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Issuer, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) such Secured Debt and all other obligations and liabilities of the Obligors to the Representative or any Collateral Agent or any Holder, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which arise under the applicable Secured Debt Documents or the Collateral Documents, whether on account of principal, interest, reimbursement obligations, fees, indemnities, out-of-pocket costs, and expenses (including all fees, charges and disbursements of counsel to the Representative or any Collateral Agent that are required to be paid by the Obligors pursuant to the terms of any Secured Debt Documents) or otherwise.

“Obligors” means the Issuer, the Parent Guarantor, the Guarantors and each Subsidiary of the Parent Guarantor that has granted a security interest pursuant to any Collateral Document to secure any Secured Obligations.

“Offering Memorandum” means the exchange offering memorandum and consent solicitation statement dated June 13, 2023, in connection with the Exchange Offers.

“Officer’s Certificate” has the meaning assigned to such term in Section 8.06.

“Other IP Termination Event” means any of the following:

(a)any representation or warranty made by the applicable Licensee under the applicable IP License proves to be false or incorrect in any material respect when made or deemed made, and such representation or warranty, to the extent capable of being corrected, is not corrected within 20 Business Days after the earlier of knowledge of such Licensee and written notice from the U.S. Collateral Agent (acting at the direction of the Controlling Creditors) to such Licensee of such failure;

(b)a material breach of the Non-Compete by the applicable Licensee or the Parent Guarantor or any of its Subsidiaries that continues for more than 20 Business Days (or 60 Business Days if being cured or remedied in good faith) following the earlier of knowledge of such Licensee and written notice from the U.S. Collateral Agent (acting at the direction of the Controlling Creditors) to such Licensee of such breach;

(c)use of any licensed Intellectual Property under the applicable IP License by the applicable Licensee materially other than as permitted by the licenses or sublicenses granted under such IP License unless such use is discontinued within 20 Business Days (or 60 Business Days if being cured or remedied in good faith) following the earlier of knowledge of such Licensee and written notice from the U.S. Collateral Agent (acting at the direction of the Controlling Creditors) to such Licensee of such unpermitted use;

(d)use of any licensed Intellectual Property under the applicable IP License by a sublicensee of the applicable Licensee materially other than as permitted by the licenses or sublicenses granted under such IP License unless such use is discontinued, or the applicable sublicense is terminated, within 20 Business Days (or 60 Business Days if being cured or remedied in good faith) following the earlier of knowledge of such Licensee and written notice from the U.S. Collateral Agent (acting at the direction of the Controlling Creditors) to such Licensee of such unpermitted use;

(e)Azul Linhas becomes subject to a proceeding under chapter 11 of the Bankruptcy Code and any of the Chapter 11 Case Milestones ceases to be met or complied with, as applicable;

(f)(i) any Azul Brand License or Other IP License ceases to be in full force and effect (as determined by a court of competent jurisdiction in a final non-appealable judgment) or is declared by a court of competent jurisdiction in a final non-appealable judgment to be null and void, or (ii) Azul Linhas, the Parent Guarantor or any of its Subsidiaries contests the validity or enforceability of any Contribution Agreement or any Azul Brand License or Other IP License;

(g)an Event of Default or equivalent event under any Series of Secured Debt has occurred (which, in relation to the AerCap Secured Obligations shall be limited to events of default relating to payment defaults); provided that none of the following shall constitute an Other IP Termination Event:

(1)the Parent Guarantor or any of its Subsidiaries (other than an IP Party) becoming subject to a proceeding under chapter 11 of the Bankruptcy Code, so long as (i) Azul Linhas is or becomes subject to a proceeding under chapter 11 of the Bankruptcy Code at such time, and (ii) each of the Chapter 11 Case Milestones is met and otherwise complied with, as applicable; and

(2)a proceeding under Brazilian Bankruptcy Law for the recognition of any proceeding under chapter 11 of the Bankruptcy Code as a foreign main proceeding (processo estrangeiro principal) or foreign non-main proceeding (processo estrangeiro não principal), so long as (i) Azul Linhas is among the Persons subject to such proceeding or proceedings under chapter 11 of the Bankruptcy Code in respect of which such recognition is being sought, (ii) no such recognition proceeding is inconsistent in any material respect with any Chapter 11 Case Milestone, (iii) such proceeding under Brazilian Bankruptcy Law is not converted into a Brazilian main proceeding, including a judicial reorganization (recuperação judicial), extrajudicial reorganization (recuperação extrajudicial) or a bankruptcy liquidation proceeding (falência), and (iv) such proceeding under chapter 11 of the Bankruptcy Code is recognized by the Brazilian bankruptcy court as a foreign main proceeding (processo estrangeiro principal) or foreign non-main proceeding (processo estrangeiro não principal) within 60 days of the initiation of such proceeding under Brazilian Bankruptcy Law; or

(h)the termination of the other Azul Other IP License in accordance with its terms.

“Payment Account” means the USD Payment Account or the BRL Payment Account, as applicable.

“Payment Waterfalls” has the meaning set forth in Section 4.03(e).

“Parent Guarantor” has the meaning assigned to such term in the introductory paragraph of this Agreement.

“Permitted Acquisition Loyalty Program” means, subject to the terms and conditions of the Sublicense, a Loyalty Program owned, operated or controlled, directly or indirectly, by a Specified Acquisition Entity or any of its Subsidiaries or principally associated with such Specified Acquisition Entity or any of its Subsidiaries, so long as (a) the Permitted Acquisition Loyalty Program is not operated in a fashion that is more competitive, taken as a whole, than the TudoAzul Program (including Clube TudoAzul), as determined by the Parent Guarantor in good faith, (b) neither any of the Obligors nor any of their respective Subsidiaries take any action that would reasonably be expected to disadvantage the TudoAzul Program relative to the Permitted Acquisition Loyalty Program (including exiting from, terminating, cancelling or otherwise discontinuing the TudoAzul Program), (c) no members of the TudoAzul Program (including Clube TudoAzul) are targeted for membership in the Permitted Acquisition Loyalty Program (excluding any general advertisements, promotions or similar general marketing activities related to the Permitted Acquisition Loyalty Program), (d) except as attributable to market or business conditions as determined in good faith by the Parent Guarantor, the Obligors and their respective Subsidiaries will devote substantially similar resources to the TudoAzul Program (including Clube TudoAzul), including distribution and marketing channels, as were applicable immediately prior to the consummation of the acquisition of the Specified Acquisition Entity and (e) neither any of the Obligors nor any of their respective Subsidiaries announce to the public, the members of the TudoAzul Program (including Clube TudoAzul) or the members of the Permitted Acquisition Loyalty Program that the Permitted Acquisition Loyalty Program is a primary Loyalty Program for the Parent Guarantor or any of its Subsidiaries.

“Permitted Acquisition Travel Package Business” means, subject to the terms and conditions of the Sublicense, a Travel Package Business owned, operated or controlled, directly or indirectly, by a Specified Acquisition Entity or any of its Subsidiaries, or principally associated with such Specified Acquisition Entity or any of its Subsidiaries, so long as (a) the Permitted Acquisition Travel Package Business is not operated in a fashion that is more competitive, taken as a whole, than the Azul Viagens Business, as determined by the Parent Guarantor in good faith, (b) neither any of the Obligors nor any of their respective Subsidiaries take any action that would reasonably be expected to disadvantage the Azul Viagens Business relative to the Permitted Acquisition Travel Package Business (including exiting from, terminating, cancelling or otherwise discontinuing the Azul Viagens Business), (c) no customers of the Azul Viagens Business are targeted by the Permitted Acquisition Travel Package Business (excluding any general advertisements, promotions or similar general marketing activities related to the Permitted Acquisition Travel Package Business), (d) except as attributable to market or business conditions as determined in good faith by the Parent Guarantor, the Obligors and their respective Subsidiaries will devote substantially similar resources to the Azul Viagens Business, including distribution and marketing channels, as were applicable immediately prior to the consummation of the acquisition of the Specified Acquisition Entity and (e) neither any of the Obligors nor any of their respective Subsidiaries announce to the public, the customers of the Azul Viagens Business or the customers of the Permitted Acquisition Travel Package Business that the Permitted Acquisition Travel Package Business is the primary Travel Package Business for the Parent Guarantor or any of its Subsidiaries; provided that, notwithstanding the foregoing, no Travel Package Business shall be considered a Permitted Acquisition Travel Package Business from and after the Parent Guarantor ceasing to operate, or commencing the process of winding down, the operations of the Azul Viagens Business.

“Permitted Collateral Disposition” means any of the following:

(1)the Disposition of Collateral expressly permitted under the applicable Collateral Documents, the proceeds of which are applied in accordance with the Transaction Documents;

(2)the licensing or sublicensing or granting of similar rights of Intellectual Property or other general intangibles pursuant to any TudoAzul Agreement or Azul Viagens Agreement or as otherwise permitted by (or pursuant to) the IP Agreements;

(3)the Disposition of cash or Cash Equivalents constituting Collateral in exchange for other cash or Cash Equivalents constituting Collateral and having reasonably equivalent value therefor;

(4)to the extent constituting a Disposition, the incurrence of Liens that are expressly permitted to be incurred;

(5)Dispositions pursuant to the terms of any IP Agreement;

(6)surrender or waive contractual rights and settle, release, surrender or waive contractual or litigation claims (or other Disposition of assets in connection therewith);

(7)the expiration of the following registered Intellectual Property: (A) any copyright, the term of which has expired under applicable law; (B) any patent, the term of which has expired under applicable law, taking into account all patent term adjustments and extensions, and provided that all maintenance fees are paid; and (C) any trademark or service mark, the term of which has expired under applicable law because a declaration or statement of use to maintain the registration cannot be submitted to, or has been finally rejected by, the relevant governmental authority because such trademark or service mark is no longer in use; in each case, subject to the terms and conditions of the IP Agreements;

(8)except as would have a Material Adverse Effect, the abandonment or cancellation of Intellectual Property in the ordinary course of business (including in connection with any change to any aspect of the branding of, or the rebranding of, the TudoAzul Program or the Azul Viagens Business in the ordinary course of business); and

(9)any transfer, deletion, de-identification or purge of any Personal Data that is required or permitted under applicable privacy laws, under any of the public-facing privacy policies of the Parent Guarantor or any of its Subsidiaries, in each case, pursuant to the applicable Obligor’s privacy and data retention policies and in the ordinary course of business (including in connection with terminating inactive member accounts) consistent with past practice.

“Permitted Collateral Liens” means:

(1)Liens on the Collateral securing the Secured Obligations, including pursuant to the Transaction Documents, so long as such Indebtedness and such Liens are subject to this Agreement;

(2)Liens of a collection bank arising under Section 4-208 of the New York Uniform Commercial Code or any comparable provision in any jurisdiction or successor provision on items in the course of collection and Liens in favor of banking or other financial institutions or other electronic payment service providers arising as a matter of law or customary contract within the general parameters customary in the industry;

(3)Liens in favor of depositary banks or other financial institutions arising as a matter of law or regulation, or by the terms of documents or contracts, encumbering deposits or investments (including the right of setoff) and that are within the general parameters customary in the banking industry, and Liens in favor of credit card and debit card processors or customers in connection with credit card and debit card processing services incurred in the ordinary course of business;

(4)Liens for Taxes or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision (if any) required in conformity with IFRS has been made in respect thereof;

(5)Liens imposed by law, such as carriers,’ warehousemen’s, landlord’s and mechanics’ Liens, in each case, incurred in the ordinary course of business;

(6)Liens arising by operation of law in connection with judgments, attachments or awards which do not constitute an Event of Default under the Indenture;

(7)to the extent constituting Liens, the rights granted by any Obligor to another Obligor or the U.S. Collateral Agent pursuant to any IP Agreement (other than any rights granted thereunder following any amendment or modification thereof that is not permitted by the terms of such agreement, the Indenture, an IP License or any other Transaction Document);

(8)(i) any overdrafts and related liabilities arising from treasury, netting, depositary and cash management services or in connection with any automated clearing house transfers of funds, in each case as it relates to cash or Cash Equivalents, if any, and (ii) Liens arising by operation of law or regulation or that are contractual rights of set off in favor of the depositary bank or securities intermediary in respect of any deposit or securities accounts;

(9)to the extent constituting Liens, licenses, sublicenses and similar rights as they relate to any Intellectual Property (A) granted to any third-party counterparty of any TudoAzul Agreement or Azul Viagens Agreement pursuant to the terms of such agreement or (B) otherwise expressly permitted by the IP Licenses and the Collateral Documents to be granted to any Person (other than any sublicense or similar right granted thereunder following any amendment or modification thereof that is not permitted by the terms of such agreement, the Collateral Documents or the Indenture);

(10)Liens incurred in the ordinary course of business of the Parent Guarantor or any Subsidiary of the Parent Guarantor with respect to obligations that do not exceed in the aggregate US$10.0 million at any one time outstanding;

(11)rights reserved or vested in any Person by the terms of any lease, license, franchise, grant, or permit held by any Obligor or by a statutory provision, to terminate any such lease, license, franchise, grant, or permit, or to require annual or periodic payments as a condition to the continuance thereof, in each case so long as such rights (A) do not interfere in any material respect with the business of the Parent Guarantor and its Subsidiaries, taken as a whole and (B) do not relate to Intellectual Property or TudoAzul Agreements except as expressly provided in the Collateral Documents;

(12)Liens on cash and Cash Equivalents that are earmarked to be used to satisfy or discharge Secured Obligations in connection with any renewal, refund, refinancing, replacement, exchange, defeasance or discharge thereof and in favor of the applicable Secured Debt Representative (in the case of First Priority Secured Debt) or the U.S. Collateral Agent, administrative agent or trustee in respect of such New Notes Secured Debt; provided that (a) such cash and/or Cash Equivalents are deposited into an account from which payment is to be made, directly or indirectly, to the Person or Persons holding the Indebtedness that is to be satisfied or discharged, (b) such Liens extend solely to the account in which such cash and/or Cash Equivalents are deposited and are solely in favor of the Person or Persons holding the Indebtedness (or any agent or trustee for such Person or Persons) that is to be satisfied or discharged, and (c) the satisfaction or discharge of such Indebtedness is expressly permitted under the Transaction Documents;

(13)with respect to any Subsidiary organized under the law of a jurisdiction outside of the United States, other Liens and privileges arising mandatorily by any requirement of law or regulation;

(14)Liens arising in connection with the IP Agreements;

(15)Liens (including all rights) of counterparties under the TudoAzul Agreements and the Azul Viagens Agreements under the terms thereof;

(16)pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations, or Liens in connection with workers’ compensation, unemployment insurance or other social security, old age pension or public liability obligations which are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with IFRS; and

(17)any extension, modification, renewal or replacement of the Liens described in clauses (1) through (16) above, provided that such extension, modification, renewal or replacement does not increase the amount of Indebtedness associated therewith or extend to any other property not previously subject to such Lien.

“Person” means any natural person, corporation, division of a corporation, partnership, limited liability company, trust, joint venture, association, company, estate, unincorporated organization, Airport Authority or Governmental Authority or any agency or political subdivision thereof.

“Personal Data” means (a) any information or data that alone or together with any other data or information can be used to identify, directly or indirectly, a natural person or otherwise relates to an identified or identifiable natural person and (b) any other information or data considered to be personally identifiable information or data under applicable law.

“Plan Distribution” means amounts received by any Notes Secured Party in respect of the Notes Secured Obligations under a plan of reorganization or similar resolution under any Bankruptcy Law in an Insolvency or Liquidation Proceeding.

“Points” means Currency under the TudoAzul Program.

“Post-Default Distribution Date” has the meaning set forth in Section 4.04(a).

“Post-Default Waterfalls” has the meaning set forth in Section 4.04(c).

“proceeds” means all “proceeds” as such term is defined in Article 9 of the UCC, including, without limitation, payments or distributions made with respect to any investment property, whatever is receivable or received when Collateral or proceeds are sold, leased, licensed, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and any and all proceeds of loans.

“PTAX Rate” means, the BRL/Dollar rate, expressed as the amount of Brazilian Reais per one U.S. Dollar as reported by the Central Bank of Brazil on the SISBACEN Data System and on its website (which, at the date hereof, is located at http://www.bcb.gov.br) under the sale index, option “all currencies,” or any other official index disclosed by the Central Bank of Brazil that replaces the sale index, option “all currencies.”

“Purchase Event” has the meaning assigned to such term in Section 5.04.

“Quarterly Freeflow BRL Amount” has the meaning specified in the definition of Quarterly Freeflow Threshold.

“Quarterly Freeflow Date” means, in relation to any Quarterly Reporting Period, and provided that no Remedies Direction or Cash Control Instruction has been given, the first Business Day in that Quarterly Reporting Period on which the aggregate balance on deposit in the Collection Accounts is equal to or greater than the Quarterly Freeflow Threshold; provided that if the aggregate balance on deposit in the USD Blocked Account and the Collection Accounts on the first Business Day in that Quarterly Reporting Period is equal to or greater than the applicable Quarterly Freeflow USD Amount and the Quarterly Freeflow BRL Amount, then the Quarterly Freeflow Date shall be the date that is the first Business Day in that Quarterly Reporting Period. For the purposes of converting any amounts from Brazilian reais into U.S. dollars, the rate of exchange shall be the Currency Conversion Rate applicable to the Distribution Date that occurred prior to the start of the relevant Quarterly Reporting Period. Notwithstanding the fact that the Convertible Debentures are payable in Brazilian reais, as a result of the fact that payments under the Convertible Debentures are linked to U.S. dollars, for the purposes of determining the Quarterly Freeflow Date, amounts in the USD Blocked Account shall be permitted to be counted with respect to the Quarterly Freeflow BRL Amount with respect to the Convertible Debentures.

“Quarterly Freeflow Threshold” means, in relation to any Quarterly Reporting Period, the amount estimated by the Parent Guarantor in a Quarterly Freeflow Threshold Statement as being necessary to satisfy in full all obligations that would be due and payable under clauses (1) through (7) of the USD Payment Waterfall (the “Quarterly Freeflow USD Amount”) and clauses (1) through (5) of the BRL Payment Waterfall (which, in the event that any of the AerCap Secured Obligations are or will be, discharged through the Payment Waterfalls on such applicable Distribution Date, shall include all such amounts) in respect of all Distribution Dates occurring in the relevant Quarterly Reporting Period (the “Quarterly Freeflow BRL Amount”). For the purposes of converting any amounts from Brazilian reais into U.S. dollars, the rate of exchange shall be the Currency Conversion Rate applicable to the Distribution Date that occurred prior to the start of the relevant Quarterly Reporting Period. If the Parent Guarantor fails to provide the Quarterly Freeflow Threshold Statement with respect to a Quarterly Reporting Period, there shall be no Quarterly Freeflow Date for such relevant Quarterly Reporting Period unless and until the Parent Guarantor provides a Quarterly Freeflow Threshold Statement for such Quarterly Reporting Period, provided that nothing shall limit any of the Holders’, the Trustee’s or any Collateral Agent’s rights and remedies against such failure in accordance with the Transaction Documents.

“Quarterly Freeflow Threshold Statement” means, in relation to any Quarterly Reporting Period, a statement prepared by the Parent Guarantor or another Obligor containing the Quarterly Freeflow Threshold for such Quarterly Reporting Period.

“Quarterly Freeflow USD Amount” has the meaning specified in the definition of Quarterly Freeflow Threshold.

“Quarterly Reporting Period” means (a) initially, the period commencing on the Closing Date and ending on September 30, 2023 and (b) thereafter, each successive period of three consecutive months.

“Recovery” has the meaning assigned to such term in Section 6.04.

“Refinance” means, in respect of any Indebtedness, to refinance, extend, renew, increase, restructure, amend, modify, supplement, replace or exchange, or to issue other Indebtedness or enter into alternative financing arrangements in exchange for or replacement of, such Indebtedness in whole or in part. The terms “Refinanced” and “Refinancing” shall have correlative meanings.

“Relevant Leases” has the meaning specified in the definition of AerCap Secured Obligations, and each a “Relevant Lease”.

“Relevant Lessors” has the meaning specified in the definition of AerCap Forbearance Agreement, and each a “Relevant Lessor”.

“Remedies Action” has the meaning specified in Section 3.01(c).

“Remedies Direction” has the meaning specified in Section 3.01(b).

“Representatives” means the trustee, administrative agent, fiduciary agent, collateral agent or similar representative for any Series of Secured Debt and includes the Trustee, the U.S. Collateral Agent and the Brazilian Collateral Agent, the AerCap Representative and the Convertible Debentures Representative.

“Required First Priority Debtholders” means the holders of First Priority Secured Debt that hold 50.1% or more of the aggregate principal amount of all First Priority Secured Debt, determined across all Series of First Priority Secured Debt treated for this purpose as one class; provided that for the purposes of the AerCap Secured Obligations, the payment obligations that comprise the AerCap Secured Obligations as of the relevant date up to the AerCap Secured Obligations Cap shall be deemed to be the principal amount for the purposes of this definition.

“Required Payments” means the USD Required Payments and the BRL Required Payments.

“Responsible Officer” means, (a) with respect to any Person (other than the Trustee or a Collateral Agent), the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary, any Director, any Manager, any Managing Member, any Vice-President, any attorney-in-fact or any other person duly appointed to perform corporate duties of such Person, and (b) with respect to the Trustee or a Collateral Agent, any officer within the Corporate Trust Office of the Trustee or Collateral Agent, as applicable (or any successor division, unit or group of the Trustee or a Collateral Agent, as applicable) who shall have direct responsibility for the administration of the Indenture.

“S&P” means Standard & Poor’s Ratings Services.

“Second Supplemental Indenture” means the second supplemental indenture dated the Closing Date, pursuant to which the 2030 Notes are issued by the Issuer, that supplements the Base Indenture.

“Secured Debt” means First Priority Secured Debt and Notes Secured Debt.

“Secured Debt Documents” means the First Priority Secured Debt Documents and the Notes Secured Debt Documents.

“Secured Debt Representatives” means the First Priority Secured Debt Representatives and the Notes Secured Debt Representative.

“Secured Obligations” means the First Priority Secured Obligations and the Notes Secured Obligations.

“Secured Parties” means the First Priority Secured Parties and the Notes Secured Parties.

“Security Agreement” means that certain Security Agreement, dated on or prior to the Closing Date, among the Issuer, the IP Parties, the Parent Guarantor, the U.S. Collateral Agent, and each Secured Debt Representative, as it may be amended and restated from time to time.

“Series of BRL First Priority Secured Debt” means any Series of First Priority Secured Debt that is payable in Brazilian reais, and (i) in the event that any Obligor elects or is required to pay and discharge any amounts due and payable under the AerCap Secured Obligations through the Payment Waterfalls or the Post-Default Waterfalls, and (ii) for all purposes relating to the Post-Default Waterfalls for so long as the applicable Remedies Direction has effect and has not been revoked pursuant to a revocation notice from the Controlling Creditors in accordance with Section 3.01(b)(i), any reference to “Series of BRL First Priority Secured Debt” shall include the AerCap Secured Obligations.

“Series of First Priority Secured Debt” means each of (a) the AerCap Secured Obligations, (b) Indebtedness under the Convertible Debentures, and (c) any series, issue, tranche or class (as applicable) of Additional First Priority Secured Debt issued or incurred under a First Priority Secured Debt Document (with any series of notes constituting First Priority Secured Debt issued under the Indenture being treated as a separate Series of First Priority Secured Debt). For the avoidance of doubt, (i) multiple Series of First Priority Secured Debt may be described by the foregoing clause (c), and (ii) any notes constituting First Priority Secured Debt may either be issued under the Indenture or any other First Priority Secured Debt Document.

“Series of Secured Debt” means any Series of First Priority Secured Debt and any Series of Notes Secured Debt.

“Series of USD First Priority Secured Debt” means any Series of First Priority Secured Debt that is payable in U.S. dollars, excluding the AerCap Secured Obligations.

“Series of USD Secured Debt” means any Series of USD First Priority Secured Debt and either series of Notes, but excludes the AerCap Secured Obligations.

“Service Agreements” means the service agreements, dated on or about the Closing Date, between each of (i) the IP Parties (as applicable), (ii) Walkers Fiduciary Limited in its capacity as share trustee and (iii) Azul.

“Specified Acquisition Entity” means any entity that is (a) acquired by the Parent Guarantor or any of its Subsidiaries (other than an IP Party) after the Closing Date (whether such entity becomes a wholly- or less than wholly-owned Subsidiary thereof) or (b) another commercial airline (including any business lines or divisions thereof) with which the Parent Guarantor or such a Subsidiary of the Parent Guarantor merges or enters into an acquisition transaction.

“Specified IP” means such Contributed Intellectual Property that is precluded from being contributed due to applicable law or regulation, domain registrar restrictions or existing contractual restrictions.

“Specified Organizational Document” means (i) the Amended and Restated Memorandum and Articles of Association of IP Co, dated the Closing Date, and (ii) the Amended and Restated Memorandum and Articles of Association of IP HoldCo, dated the Closing Date, in each case, as amended, restated or otherwise modified from time to time as permitted thereby and by the Collateral Documents.

“Specified Rights” means (i) the right to waive, modify, amend, or consent to a deviation from the terms or conditions of the IP Agreements (including the right of IP Co to receive the IP License Fee, unless at such time (x) all Notes Secured Debt is receiving the interest it is owed on a current basis or (y) the IP License Fee has been in effect for two years and waiver or amendment thereof is reasonably necessary to preserve the value of the Collateral and the rights and remedies of the Obligors and the Secured Parties thereto) or forbear to exercise the rights available to the Secured Parties upon any License Termination Event, (ii) the right to waive, modify, amend or consent to a deviation from any Chapter 11 Case Milestone or forbear to exercise the rights available to the Secured Parties upon the failure to meet any Chapter 11 Case Milestone and (iii) with respect to cash collateral (including Receivables and amounts in the Collection Accounts), the right to permit the Obligors to access or use such cash collateral (including by permitting proceeds to be deposited elsewhere than in the Collection Accounts or by omitting to exercise control over the Collection Accounts) unless (A) if the First Priority Secured Debt receives any interest or fees (including post-petition) in connection with its release or permitting use of such cash collateral (calculated mutatis mutandis so that the Notes Secured Debt will benefit from equivalent economic treatment), the Notes Secured Debt receives for its benefit, such interest or fees that the First Priority Secured Debt receives (such interest or fees due to the Notes Secured Debt, “Interest Protection Payments”) and (B) if the First Priority Secured Debt is secured by a Lien on any additional collateral granted, the Notes Secured Debt shall also be secured on such additional collateral, on a “second out” basis in accordance with the terms of this Agreement; provided that the right to permit the use of cash collateral shall be the sole right of the Required First Priority Debtholders and the only right of the Notes Secured Debt shall be to receive any interest, fees or Liens as set forth above.

“Subsidiary” means, with respect to any Person:

(1)any corporation, company, association or other business entity (other than a partnership, joint venture or limited liability company) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person (or a combination thereof); and

(2)any partnership, joint venture or limited liability company of which (a) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or a combination thereof, whether in the form of membership, general, special or limited partnership interests or otherwise and (b) such Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

“Sufficient Funds” has the meaning specified in Section 4.03(a).

“Tax” and “Taxes” (including the correlative term “Taxation”) means any and all present or future taxes, levies, imposts, duties, assessments, fees, deductions, charges or withholdings imposed by any Governmental Authority, including any interest, additions to tax, fines or penalties applicable thereto.

“Trade Secrets” means all confidential and proprietary information, including trade secrets (as defined under the Uniform Trade Secrets Act or the Federal Defend Trade Secrets Act of 2016) and proprietary know-how, which may include all inventions (whether or not patentable), invention disclosures, methods, processes, designs, algorithms, source code, customer lists and data, databases, compilations, collections of data, practices, processes, specifications, test procedures, flow diagrams, research and development, and formulas.

“Transaction Documents” means the Notes Secured Debt Documents, Convertible Debentures Secured Debt Documents, the Collateral Documents, the IP Agreements, the Deeds of Undertaking, the Service Agreements and the Specified Organizational Documents and any Additional First Priority Secured Debt Documents.

“Travel Package Business” means the business of operating and providing travel products and services through the contracting, booking, and/or packaging together of one or more of the various components of a vacation, such as flights, hotels, cruises, car hire, transfers, other transportation, meals, guides, tours, activities, attractions, experiences and insurance.

“Trustee” has the meaning assigned to such term in the introductory paragraph of this Agreement.

“TudoAzul Agreements” means any currently existing or future co-branding, partnering or similar agreements with third parties entered into by the Parent Guarantor or any of its Subsidiaries in connection with the TudoAzul Program, including any amendment thereof and any other agreement entered into with the same party in substitution for, or supplementary to, the existing agreements, and all related ancillary agreements, documents and emails.

“TudoAzul Customer Data” means any and all personal data owned or controlled (within the meaning of the LGPD), or later developed or acquired and owned or controlled (within the meaning of the LGPD), by the Parent Guarantor or any of its Subsidiaries and used, generated, or produced as part of the TudoAzul Program (including Clube TudoAzul), including any and all of the following: (a) a list of all members of the TudoAzul Program (including Clube TudoAzul) owned by the Parent Guarantor or any of its Subsidiaries from time to time; and (b) the Member Profile Data for each member of the TudoAzul Program (including Clube TudoAzul) owned by the Parent Guarantor or any of its Subsidiaries from time to time.

“TudoAzul Domain Names” means (a) any and all domain names and social media accounts throughout the world that, in each case, are owned, or later developed or acquired and owned, by the Parent Guarantor or any of its Subsidiaries and, in each case, include the word “Tudo,” including the “TudoAzul.com.br” domain name and (b) any and all similar, legacy or successor domain names with respect to any of the foregoing.

“TudoAzul Fiduciary Assignment” means the fiduciary assignment (cessão fiduciária) in respect of (i) the receivables under the Assigned TudoAzul Agreements, (ii) the Designated TudoAzul Credit Card and Debit Card Receivables, and (iii) the TudoAzul Receivables Deposit Account, governed by Brazilian law.

“TudoAzul Program” means any Loyalty Program which is operated, owned or controlled, directly or indirectly, by the Parent Guarantor or any of its Subsidiaries, or principally associated with the Parent Guarantor or any of its Subsidiaries, in each case, as in effect from time to time, whether under the “TudoAzul” name or otherwise, in each case including any successor program, but excluding any Permitted Acquisition Loyalty Program. The TudoAzul Program includes Clube TudoAzul.

“TudoAzul Proprietary Software” means the proprietary software for the web service layer developed by or on behalf of the Parent Guarantor or any of its Subsidiaries for use in connection with the TudoAzul Program, including the source code thereof.

“TudoAzul Receivables Deposit Account” means the relevant account described in the TudoAzul Fiduciary Assignment in the name of Azul Linhas in Brazilian reais maintained in Brazil and subject to the TudoAzul Fiduciary Assignment and an Account Control Agreement (under the sole dominion and control of the Account Bank under the direction of the Brazilian Collateral Agent).

“TudoAzul Trademarks” means (a) any and all trademarks, service marks, brand names, designs, and logos throughout the world that, in each case, are owned, or later developed or acquired and owned, by the Parent Guarantor or any of its Subsidiaries and, in each case, include the word “Tudo” (including the combined wordmark “TudoAzul”), and (b) any and all successor or legacy brands with respect to any of the foregoing.

“UCC” means the Uniform Commercial Code as in effect from time to time in any applicable jurisdiction.

“U.S. Collateral Agent” has the meaning assigned to such term in the introductory paragraph of this Agreement.

“USD Blocked Account” means a segregated account in U.S. dollars (with permission to hold balances through investments in Cash Equivalents), in the name of the Issuer, maintained in New York and subject to a security agreement and Account Control Agreement (under the sole dominion and control of the U.S. Collateral Agent).

“USD Collateral Account” means a segregated non-interest bearing trust account in U.S. dollars, in the name of the Issuer (or, at the option of the Parent Guarantor, any Obligor) and under the sole dominion and control of the U.S. Collateral Agent into which amounts from the Collection Accounts are to be transferred on each Post-Default Distribution Date when a Remedies Direction has been given and remains in effect.

“USD Payment Account” means a segregated non-interest-bearing account in U.S. dollars, in the name of the Issuer, maintained in New York and subject to a security agreement and an Account Control Agreement (under the sole dominion and control of the U.S. Collateral Agent) into which USD Required Payments are to be transferred from the Collection Accounts in a Lockbox Structure when no Remedies Direction has been given and remains in effect.

“USD Payment Waterfall” has the meaning set forth in Section 4.03(d).

“USD Pro Rata Share” means, with respect to amounts in a Payment Account, a Collateral Account or a Collection Account, (i) a fraction the numerator of which is the aggregate principal amount of all Series of USD First Priority Secured Debt (which shall be deemed to exclude the AerCap Secured Obligations) then outstanding and the denominator of which is sum of the aggregate principal amounts of all Series of First Priority Secured Debt then outstanding (which includes the AerCap Obligations up to the amount of the AerCap Secured Obligations Cap), or (ii) after the Discharge of First Priority Secured Obligations, a fraction the numerator of which is the aggregate principal amount of all Notes then outstanding and the denominator of which is sum of the aggregate principal amounts of all Notes then outstanding. Amounts in U.S. dollars shall be measured as compared to amounts in Brazilian reais at the Currency Conversion Rate.

“USD Required Payments” means the amounts necessary to satisfy in full all obligations then due and payable under clauses (1) through (7) of the USD Payment Waterfall.

“Voluntary Contributions” has the meaning set forth in Section 4.02(f).

“Waterfall AerCap Payment” has the meaning set forth in Section 4.05(b).

Section 1.02. Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented, extended, amended and restated or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or therein), (b) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, unless expressly provided otherwise, (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights, (f) the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including” and (g) all references to “in the ordinary course of business” of a Person means (i) in the ordinary course of business of, or in furtherance of an objective that is in the ordinary course of business of such Person, (ii) customary and usual in the industry or industries of such Person in the United States or any other jurisdiction in which such Person does business, or (iii) generally consistent with the past or current practice of such Person, or any similarly situated businesses in the United States or any other jurisdiction in which such Person does business.

Section 1.03. References to Agreements, Laws, Etc. Except as otherwise expressly provided herein, (a) references to organizational documents, agreements (including the First Priority Secured Debt Documents), and other contractual requirements shall be deemed to include all subsequent amendments, restatements, amendment and restatements, extensions, supplements, modifications, restructurings, replacements, refinancings, renewals, or increases (in each case, where applicable, whether pursuant to one or more agreements or with different lenders or agents and whether provided under the original credit agreement or one or more other credit agreements, indentures, financing agreements or otherwise, including any agreement extending the maturity thereof, otherwise restructuring all or any portion of the Indebtedness thereunder, increasing the amount loaned or issued thereunder, altering the maturity thereof or providing for other Indebtedness), but only to the extent that such amendments, restatements, amendment, and restatements, extensions, supplements, modifications, replacements, restructurings, refinancings, renewals, or increases are not prohibited by any First Priority Secured Debt Document; (b) references to any requirement of law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting such requirement of law; and (c) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all of the functions thereof.

Section 1.04. Exchange Rate. Any amount specified in this Agreement to be in U.S. dollars shall also include the equivalent of such amount in any currency other than U.S. dollars, such equivalent amount to be determined (a) in the case of currency other than Brazilian reais, at the rate of exchange quoted by the Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be selected by the Parent Guarantor and informed to the Collateral Agents and (b) in the case of Brazilian reais, the PTAX Rate on the applicable date of determination.

Section 1.05. Timing of Payment or Performance. Except as otherwise expressly provided herein, when the payment of any obligation or the performance of any covenant, duty, or obligation is stated to be due or performance required on (or before) a day which is not a Business Day, the date of such payment or performance shall extend to the immediately succeeding Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

Section 1.06. AerCap Override. Notwithstanding anything to the contrary in this Agreement, (i) no guarantee, letter of credit, maintenance reserves, maintenance adjustment, maintenance compensation or security deposit or any other payments granted, made or provided for under or in connection with any AerCap Lease Document, nor any trust over any property of Azul Linhas or security interest created or granted pursuant to any AerCap Lease Document, shall constitute Collateral, (ii) any proceeds of any such guarantee, letter of credit, maintenance reserves, maintenance adjustment, maintenance compensation or security deposit or any other payments granted, made or provided for under or in connection with any AerCap Lease Document or trust over any property of Azul Linhas or security interest created or granted pursuant to any AerCap Lease Document (as the case may be) (excluding the Collateral Documents) shall be excluded from and shall not be subject to any of the provisions of this Agreement or required to be shared with, paid to, held on trust for or otherwise made available to any other Secured Party and all such proceeds shall be for the sole account of the relevant AerCap Party, (iii) nothing in this Agreement shall prevent, limit, diminish, deprive or restrict in any way whatsoever the exercise by any AerCap Party of any rights or remedies under or in connection with such AerCap Lease Document and the exercise of any and all such rights and remedies are not subject to the terms of this Agreement, including, without limitation, repossession of any aircraft, and (iv) nothing in this Agreement shall limit or restrict in any manner any right of any AerCap Party, to the extent and in right of its claims that are not AerCap Secured Obligations, to take any position or be heard as a party in interest under the Bankruptcy Code or any Bankruptcy Law in connection with a proceeding concerning any Obligor under the Bankruptcy Code or such Bankruptcy Law including, but not limited to, objecting to any proposed DIP Financing or any term thereof other than with respect to the priority of any proposed DIP Financing Liens on the Collateral in accordance with Section 6.01 hereof.

ARTICLE 2

LIENS, PRIORITIES AND AGREEMENTS WITH RESPECT TO COLLATERAL AND PAYMENT PRIORITY

Section 2.01. Liens Held for Benefit of Secured Parties.

(a)Each Secured Party acting through its Secured Debt Representative with respect to the applicable Series of Secured Debt hereby appoints the Collateral Agents and each other Applicable Collateral Representative as agents and authorizes each Collateral Agent and each Applicable Collateral Representative to enter into this Agreement, take such actions on its and their behalf under this Agreement, and exercise such powers and perform such duties as are expressly delegated to the Collateral Agents and each Applicable Collateral Representative by the terms under this Agreement and the other Secured Debt Documents, including to execute the Secured Debt Documents the Collateral Agent or Applicable Collateral Representative is or is intended to be a party to in the name of and for the benefit of the Secured Parties and to act as collateral agent for the benefit of the Secured Parties. Each Collateral Agent and each Applicable Collateral Representative hereby accepts such appointment and shall have all of the rights and obligations of the Collateral Agent or Applicable Collateral Representative hereunder and under the Secured Debt Documents to which it is a party or third-party beneficiary. In the event that any Collateral is granted to an Applicable Collateral Representative other than one of the Collateral Agents, such Applicable Collateral Representative shall be deemed to have all of the rights, privileges and obligations of a Collateral Agent hereunder. Each Lien granted in favor of a Collateral Agent or Applicable Collateral Representative under any Collateral Document shall be for the benefit of all Secured Parties and shall be subject in all respect to the terms of this Agreement.

Section 2.02. Priorities. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to any Representative or any Secured Parties on the Collateral (or any actual or alleged defect in any of the foregoing) and notwithstanding any provision of any applicable law, any Secured Debt Document or any other circumstance whatsoever, each Representative, on behalf of itself and each Secured Party under its Secured Debt Document, hereby agrees that, except with respect to Plan Distributions and Interest Protection Payments, prior to the Discharge of First Priority Secured Obligations:

(a)the First Priority Secured Obligations are secured by the Collateral on a “first out” basis pursuant to the terms of this Agreement and have the right to receive payments, including the proceeds of any enforcement of Collateral or payments with respect to any guarantees of any Series of Secured Debt, on a “first out” basis prior to the payment of amounts due and payable in respect of the Notes Secured Obligations in accordance with the terms of this Agreement; and

(b)the Notes Secured Obligations are secured by the Collateral on a “second out” basis pursuant to the terms of this Agreement and have the right to receive payments, including the proceeds of any enforcement of Collateral or payments with respect to any guarantees of any Series of Secured Debt, on a “second out” basis after the payment of amounts due and payable in respect of the First Priority Secured Obligations in accordance with the terms of this Agreement.

The right to receive payments, including the proceeds of any enforcement of Collateral or payments with respect to any guarantees of any Series of Secured Debt, shall be (i) pari passu with one another among the First Priority Secured Obligations, and (ii) pari passu with one another among the Notes Secured Obligations, in each case notwithstanding the time, order or method of creation or perfection of any Liens securing any Secured Debt or the time of entering into any guarantee with respect to any Secured Debt.

Section 2.03. The provisions of Section 2.02 shall apply whether or not any Liens securing any Secured Obligations are subordinated to any Lien securing or purporting to secure any other obligation of the Issuer, any other Obligor or any other Person or are otherwise subordinated, voided, avoided, invalidated, lapsed or released other than in accordance with the applicable Secured Debt Document governing a Series of Secured Debt.

Section 2.04. Nature of Claims. The Notes Secured Debt Representative, on behalf of itself and each Notes Secured Party, acknowledges that, subject to Section 5.02(b), (c) and (d), (i) the terms of the First Priority Secured Debt Documents and the First Priority Secured Obligations may be amended, restated, amended and restated, supplemented or otherwise modified, and the First Priority Secured Obligations, or a portion thereof, may be Refinanced in whole or in part from time to time and (ii) the aggregate amount of the First Priority Secured Obligations may be increased, in each case without notice to or consent by the Notes Secured Debt Representative or the Notes Secured Parties and without affecting the provisions hereof, except as otherwise expressly set forth herein. Each First Priority Secured Debt Representative, on behalf of itself and each First Priority Secured Party under its First Priority Secured Debt Document, acknowledges that, subject to Section 5.02(b), (c) and (d), (i) the terms of the Notes Secured Debt Documents and the Notes Secured Obligations may be amended, restated, amended and restated, supplemented or otherwise modified, and the Notes Secured Obligations, or a portion thereof, may be Refinanced in whole or in part from time to time and (ii) the aggregate amount of the Notes Secured Obligations may be increased, in each case without notice to or consent by the First Priority Secured Debt Representatives or the First Priority Secured Parties and without affecting the provisions hereof, except as otherwise expressly set forth herein. The Lien priorities provided for in Section 2.02 and the payment priority provided for in Section 2.09 shall not be altered or otherwise affected by any amendment, restatement, amendment and restatement, supplement or other modification, or any Refinancing, of either the First Priority Secured Obligations or the Notes Secured Obligations, or any portion thereof, permitted by this Agreement. The foregoing provisions will not limit or otherwise affect the obligations of the Issuer and the other Obligors contained in any Notes Secured Debt Document with respect to the incurrence of additional First Priority Secured Obligations or the issuance of any Final Settlement Notes.

Section 2.05. Prohibition on Contesting Liens. The Notes Secured Debt Representative, for itself and on behalf of each Notes Secured Party under the Notes Secured Debt Documents, agrees that it shall not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of any Liens securing, or the allowability of any claims asserted with respect to, any First Priority Secured Obligations held (or purported to be held) by or on behalf of any First Priority Secured Debt Representative or any of the other First Priority Secured Parties or other agent or trustee therefor in any Collateral, and each First Priority Secured Debt Representative, for itself and on behalf of each First Priority Secured Party under its First Priority Secured Debt Document, agrees that it shall not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of any Lien securing, or the allowability of any claims asserted with respect to, any Notes Secured Obligations held (or purported to be held) by or on behalf of the Notes Secured Debt Representative or any of the Notes Secured Parties in the Collateral. Notwithstanding the foregoing, no provision in this Agreement shall be construed to prevent or impair the rights of any First Priority Secured Debt Representative to enforce this Agreement (including the priority of the Liens securing the First Priority Secured Obligations as provided in Section 2.01) or any of the First Priority Secured Debt Documents.

Section 2.06. No Liens Other than the Collateral.

(a)The parties hereto agree that, so long as the Discharge of First Priority Secured Obligations has not occurred, (i) none of the Obligors shall, nor shall they permit their Subsidiaries to, grant or permit any additional Liens on any asset or property of any Obligor or such Subsidiary to secure any Secured Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Obligor or such Subsidiary to secure all of the Secured Obligations, except for (A) a fiduciary transfer (alienação fiduciária) in respect of specific equipment necessary for maintenance of Azul Linhas’s hangar at Viracopos airport and a fiduciary assignment (cessão fiduciária) in respect of the right of use of the hangar at Viracopos airport, in each case solely for the benefit of the Convertible Debentures on the Closing Date and for so long as the Convertible Debentures remain outstanding, (B) any interest reserve account, debt service reserve account or similar arrangement (including cash and deposit account balances therein) that may be created and funded for the benefit of any Series of First Priority Secured Debt (which, in each case, shall be limited to a reserve amount of no more than twelve months (or four calendar quarters)), (C) the Leases Collateral for the benefit of the Relevant Leases and (D) the Azul Cargo Collateral for the benefit of the Notes Secured Obligations ((A) through (D), the “Non-Shared Collateral”); and (ii) if any Representative or any Secured Party shall hold any Lien on any assets or property of any Obligor or its Subsidiary (other than Non-Shared Collateral) securing any Secured Obligations that are not also subject to the Collateral Documents, such Representative or Secured Party (A) shall notify the Collateral Agents promptly upon becoming aware thereof and, unless such Obligor shall promptly grant a similar Lien on such assets or property to the applicable Collateral Agent as security for the Secured Obligations, shall assign such Lien to the applicable Collateral Agent as security for all Secured Obligations for the benefit of the Secured Parties, or shall act as the Applicable Collateral Representative for the Secured Parties, and (B) until such assignment or such grant of a similar Lien to the applicable Collateral Agent, shall be deemed to also hold and have held such Lien for the ratable benefit of each Representative and the other Secured Parties as security for the Secured Obligations, including as gratuitous bailee for the sole purpose of perfecting the Liens of the other Secured Parties in such Collateral, in each case without any representation or warranty of any kind. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to any Representative or any other Secured Party, each Representative agrees, for itself and on behalf of the other Secured Parties of the applicable Series, that any amounts received by or distributed to any Secured Party pursuant to or as a result of any Lien granted in contravention of this Section 2.06(a) shall be subject to the Post-Default Waterfall (whether or not an Event of Default has occurred and is continuing at such time).

(b)By entering into this Agreement, each First Priority Secured Debt Representative and the Notes Secured Debt Representative hereby agrees, on behalf of the relevant First Priority Secured Parties or the relevant Notes Secured Parties, as the case may be, not to permit their respective Secured Obligations to be secured by any collateral other than the Collateral or, if applicable, any Non-Shared Collateral.

(c)It is acknowledged and agreed that (i) the Relevant Leases are secured by the Leases Collateral, (ii) the Leases Collateral does not form part of the Collateral, and (iii) this Agreement shall not give any Secured Party (other than any AerCap Secured Party) any rights in respect of the Leases Collateral. In addition, certain of the Secured Obligations may be secured by Non-Shared Collateral other than the Leases Collateral, and such Non-Shared Collateral does not form part of the Collateral and this Agreement shall not give any Secured Party any rights to such Non-Shared Collateral.

Section 2.07. Perfection of Liens. None of the Representatives or the Secured Parties shall be responsible for perfecting and maintaining the perfection of Liens with respect to the Collateral for the benefit of the Representatives or the Secured Parties. The provisions of this Agreement are intended solely to govern the respective priorities as between the First Priority Secured Parties and the Notes Secured Parties and shall not impose on the First Priority Secured Debt Representatives, the First Priority Secured Parties, the Notes Secured Debt Representative, the Notes Secured Parties or any agent or trustee therefor any obligations in respect of the disposition of proceeds of any Collateral which would conflict with prior perfected claims therein in favor of any other Person or any order or decree of any court or governmental authority or any applicable law.

Section 2.08. Certain Cash Collateral. Notwithstanding anything in this Agreement or any other Secured Debt Documents to the contrary, collateral consisting of cash and deposit account balances pledged to secure First Priority Secured Obligations in the nature of an interest reserve, debt service reserve or similar arrangement (which, in each case, shall be limited to a reserve amount of no more than twelve months (or four calendar quarters) of interest or debt service or similar measurement), to any applicable First Priority Secured Party, shall be applied as specified by the applicable First Priority Secured Debt Document and shall not constitute Collateral.

Section 2.09. Payment Priority. Each Guarantor agrees, and the Secured Parties by their acceptance of the Secured Debt Documents (whether upon the “closing date” thereof or upon transfer or assignment) likewise covenant and agree, notwithstanding anything to the contrary contained in any of the Secured Debt Documents, and whether or not any Insolvency or Liquidation Proceeding shall have been commenced by or against the Issuer, any Guarantor or any other Obligor, that the payment of, or in respect of, any and all of the Secured Obligations from any such Guarantor shall be made in accordance with the Applicable Waterfall, until the Discharge of First Priority Secured Obligations, other than (a) any proceeds received by any Notes Secured Party as a result of any voluntary or involuntary bankruptcy case or proceeding of the Parent Guarantor or any of its Subsidiaries (i) that are not proceeds of Collateral, or (ii) that constitute Plan Distributions, (b) any Interest Protection Payments and (c) at any time prior to a Remedies Direction, any amounts that the Obligors pay in respect of amounts due and payable under the AerCap Secured Obligations other than through the Payment Waterfalls. Without limiting the generality of the foregoing, each Obligor and the Secured Parties further covenant and agree that except as otherwise expressly set forth in Article 6 (including Section 6.03), any payment that is received by a Secured Party in contravention of the foregoing shall be held in trust for the Secured Parties and promptly paid or delivered (with any necessary endorsement) directly to the applicable Collateral Agent for application in accordance with the Applicable Waterfall. Each First Priority Secured Party, whether such First Priority Secured Obligations are now outstanding or hereafter created, incurred, assumed or guaranteed, shall be deemed to have acquired First Priority Secured Obligations in reliance upon the provisions contained in this Agreement.

Section 2.10. Restriction on Payments. Notwithstanding anything to the contrary contained in any of the Secured Debt Documents, each Guarantor or any trustee appointed therefor hereby agrees that it will not (including in any Insolvency or Liquidation Proceeding) make, and each Secured Party hereby agrees that it will not (including in any Insolvency or Liquidation Proceeding) take, accept or otherwise receive, directly or indirectly, any payment on account of or with respect to the Secured Obligations other than in accordance with Section 2.09.

ARTICLE 3

ENFORCEMENT

Section 3.01. Exercise of Remedies.

(a)No holder or representative of Secured Debt will have the right to take any enforcement action with respect to the Collateral. The Collateral is vested in and held by the applicable Collateral Agent or Applicable Collateral Representative (if applicable) (for the benefit of the Secured Parties) and only the Collateral Agents (or Applicable Collateral Representative), acting pursuant to an Act of Controlling Creditors, has the right to take actions (and exercise rights, remedies and options) with respect to the Collateral. Each Secured Party acting through its Secured Debt Representative agrees that it will have recourse to the Collateral only through the applicable Collateral Agent or the Applicable Collateral Representatives acting at the direction of the Controlling Creditors, that it shall have no right individually to realize upon any of the Collateral, it being understood and agreed that all powers, rights, and remedies hereunder may be exercised solely by the applicable Collateral Agent, acting at the direction of the Controlling Creditors, on behalf of the Secured Parties and all powers, rights, and remedies under the Secured Debt Documents may be exercised solely by the applicable Collateral Agent, acting at the direction of the Controlling Creditors, in each case to the extent permitted by applicable law and in accordance with the terms hereof and the other Secured Debt Documents.

(b)Upon the occurrence and during the continuance of any Event of Default under any Secured Debt Document (which, in the case of the AerCap Secured Obligations, shall be limited to events of default relating to payment defaults), and subject in all respects to the terms of this Agreement, the Collateral Documents and the Secured Debt Documents, including the ability to cure such Event of Default under the Secured Debt Documents, (x) the Representative of any Series of Secured Debt as to which an Event of Default has occurred and is continuing may notify the Collateral Agents thereof and instruct the Collateral Agents to exercise Cash Control and (y) the Controlling Creditors under this Agreement shall be permitted and authorized to direct the Collateral Agents in writing to take such actions (and to exercise any and all rights, remedies and options) as such Controlling Creditors may deem appropriate or desirable to take under this Agreement and the relevant Secured Debt Documents (including the Collateral Documents), or under applicable laws, or, so long as some or all of the Secured Obligations are then due and payable, to foreclose on the Liens and exercise the right of such Collateral Agent to sell the Collateral or any part thereof (or accept a deed in lieu of foreclosure) and sell, lease or otherwise realize upon the Collateral mortgaged, pledged or assigned to such Collateral Agent under and in accordance with the relevant Collateral Documents (any such written request described in (x) or (y) above that specifies the requested action or actions to be taken and the respective terms related to said actions, in accordance with the Secured Debt Documents and delivered to the Applicable Collateral Representative, a “Remedies Direction”). Each Collateral Agent shall deliver a copy of each Remedies Direction received by such Collateral Agent to each Representative.

If any Applicable Collateral Representative is directed by a Remedies Direction to (a) foreclose upon the assets and properties of any Grantor, (b) otherwise exercise remedies to acquire or transfer (or to cause any assignee or designee to acquire or transfer) ownership of the Issuer or the assets and properties of the Grantors, by assignment in lieu of foreclosure or otherwise or (c) otherwise exercise rights and remedies under the Collateral Documents following an Event of Default under any of the Secured Debt Documents (which, in the case of the AerCap Secured Obligations, shall be limited to events of default relating to payment defaults) (a “Remedies Action”), the relevant Applicable Collateral Representative shall notify the Trustee, the other Secured Debt Representatives and the Issuer in writing of such direction. Any action (including any Remedies Action) which has been requested pursuant to a Remedies Direction may be modified, supplemented, terminated and/or countermanded if the Applicable Collateral Representative shall have received either (i) a revocation notice from the Controlling Creditors or (ii) a notice from the Controlling Creditors which contains different or supplemental directions with respect to such action, in each case, delivered to the Applicable Collateral Representative (with a copy to the Obligors) by the Controlling Creditors. For the avoidance of doubt, other than suspension or termination, which are governed by the terms “Azul Brand Suspension Event” and “Azul Brand Termination Event,” the Controlling Creditors may not instruct a Collateral Agent to take any Remedies Action related to the Azul Brand Licenses unless and until (x) if the relevant Event of Default is continuing during a time when Azul Linhas is subject to a proceeding under chapter 11 of the Bankruptcy Code, there is a Brand Case Milestones Termination Event and (y) in the case of any other Event of Default, such Event of Default has been continuing for 60 days. It is also acknowledged and agreed by each party hereto on behalf of itself and the Secured Parties for which it acts as Representative (if applicable), as contemplated by the definition of “Specified Rights,” that the IP License Fee may be waived or amended by the Controlling Creditors (as defined under clause (a) or (b) thereof) (a)with respect to a given calendar quarter so long as all accrued interest on Secured Debt that was due and payable in such calendar quarter shall have been paid in cash as and when due and (b) at any time two years or more after the IP License Fee first begins to accrue, if in the case of this clause (b) such waiver or amendment is reasonably necessary to preserve the value of the Collateral and the rights and remedies of the Obligors and the Secured Parties therein.

(c)At the direction of the Controlling Creditors pursuant to an Act of Controlling Creditors, the applicable Collateral Agent shall, subject to the terms hereof, (i) seek to enforce the Collateral Documents, (ii) with respect to an Act of Controlling Creditors that is also a Remedies Direction, realize upon the Collateral, or (iii) in the case of an Insolvency or Liquidation Proceeding, seek to enforce the claims of the Secured Parties under the Secured Debt Documents in respect thereof.

(d)Notwithstanding any provision of this Agreement to the contrary, the requisite number of Secured Parties or amount of the relevant Series of Secured Debt specified in any particular Secured Debt Document may, at any time after the occurrence and during the continuance of an Event of Default under such Secured Debt Document, accelerate the Secured Obligations thereunder in accordance with the terms thereof, and no Remedies Direction or instruction by the Controlling Creditors will be required to be taken or delivered in respect of such Event of Default prior to such requisite number of Secured Parties (or amount of the relevant series of Secured Debt) taking such action. If any Secured Obligations are accelerated in accordance with the terms of the applicable Secured Debt Documents, then the Secured Debt Representative with respect to such Series of Secured Debt shall deliver to each other Secured Debt Representative within two (2) Business Days of receipt of such direction or of such determination, as the case may be, a written notice to that effect. Notwithstanding any provision to the contrary in this Agreement, the requisite number of Secured Parties specified in any Secured Debt Document may at any time after the occurrence and during the continuance of any Event of Default under such Secured Debt Document waive such Event of Default.

(e)Until the Discharge of First Priority Secured Obligations has occurred, the Applicable Collateral Representatives shall take instruction at all times only from the Controlling Creditors. The Notes Secured Debt Representative, for itself and on behalf of each Notes Secured Party under the Notes Secured Debt Documents, agrees not to (x) prior to the Majority Notes Collateral Enforcement Date, other than with respect to Specified Rights, (i) exercise or seek to exercise any rights or remedies with respect to any of the Collateral, or instruct any Representative to do so or (ii) institute any action or proceeding with respect to such rights or remedies or (y) take or receive any Collateral or any proceeds of any Collateral in contravention of the priorities of this Agreement. Notwithstanding the foregoing, (1) in any insolvency or liquidation proceeding commenced by or against the Issuer or any other Obligor, the Representatives and Holders of the Notes may file a claim, proof of claim, or statement of interest with respect to the Notes Secured Obligations, (2) the Notes Secured Debt Representative and Holders of Notes (to the extent permitted under the Indenture) may take any action (not adverse to the priority provided in this Agreement) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and the perfection and priority of its Lien on, the Collateral, (3) any Notes Secured Party may seek adequate protection to the extent provided in this Agreement and may file any responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims or Liens of the Notes Secured Parties or the avoidance of any Lien in respect of the Notes Secured Obligations to the extent not inconsistent with the terms of this Agreement, (4) the Notes Secured Parties may vote on any plan of reorganization, compromise or arrangement, plan of liquidation, agreement for composition, or other type of plan of arrangement proposed in or in connection with any insolvency or liquidation proceeding of the Issuer or any Guarantor that conforms to the terms and conditions of this Agreement, (5) the Majority Total Debtholders may protect, defend and enforce or exercise the Specified Rights and (6) from and after the Majority Notes Collateral Enforcement Date, a Representative acting at the instructions of the Majority Noteholders may exercise or seek to exercise any rights or remedies (including setoff or recoupment) with respect to any Collateral in respect of the Notes Secured Obligations, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure) ((1) through (6) collectively, the “Permitted Actions”).

(f)The Collateral Agents, acting only at the instruction of the Controlling Creditors, shall have the exclusive right to exercise any right or remedy with respect to the Collateral, and to direct the time, method and place of exercising or conducting any proceeding for the exercise of any right or remedy available to the Secured Parties with respect to the Collateral, or of exercising or directing the exercise of any trust or power conferred on the Representatives or Secured Parties, or for the taking of any other action authorized by the Collateral Documents.

Section 3.02. Cooperation. Other than Permitted Actions, the Notes Secured Debt Representative, on behalf of itself and each Notes Secured Party under the Notes Secured Debt Documents, agrees that, unless and until the Discharge of First Priority Secured Obligations has occurred, it will not commence, or join with any Person (other than the First Priority Secured Parties and the First Priority Secured Debt Representatives upon the request of the Controlling Creditors) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Collateral under any of the Notes Secured Debt Documents.

Section 3.03. Actions upon Breach. Should the Notes Secured Debt Representative or any Notes Secured Party, contrary to this Agreement, in any way take, attempt to take or threaten to take any action with respect to the Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement) or fail to take any action required by this Agreement, any First Priority Secured Debt Representative or other First Priority Secured Party (in its or their own name or in the name of the Issuer or any other Obligor) or the Issuer may obtain relief against the Notes Secured Debt Representative or such Notes Secured Party by injunction, specific performance or other appropriate equitable relief. The Notes Secured Debt Representative, on behalf of itself and each Notes Secured Party under the Notes Secured Debt Documents, hereby (i) agrees that the First Priority Secured Parties’ damages from the actions of the Notes Secured Debt Representative or any Notes Secured Party may at that time be difficult to ascertain and may be irreparable and waives any defense that the Issuer, any other Obligor or the First Priority Secured Parties cannot demonstrate damage or be made whole by the awarding of damages and (ii) irrevocably waives any defense based on the adequacy of a remedy at law and any other defense that might be asserted to bar the remedy of specific performance in any action that may be brought by any First Priority Secured Debt Representative or any other First Priority Secured Party or the Issuer.

ARTICLE 4

ACCOUNTS AND PAYMENTS

Section 4.01. Application Of Proceeds. So long as the Discharge of First Priority Secured Obligations has not occurred and regardless of whether an Insolvency or Liquidation Proceeding has been commenced, the Collateral or proceeds thereof received in connection with the disposition of, or collection on, such Collateral upon the exercise of remedies after the occurrence and during the continuance of an Event of Default under any First Priority Secured Debt Document, and any Collateral, proceeds thereof or distribution in respect of any Collateral in any Insolvency or Liquidation Proceeding (other than any Plan Distribution and any Interest Protection Payments), shall be applied by the Account Bank at the instruction of the applicable Collateral Agent to the Secured Obligations in such order as specified in the relevant Waterfall, provided that the applicable Collateral Agent shall act only at the instruction of the Controlling Creditors.

Section 4.02.    Instructions to Account Banks and Calculations.

(a)Actions of the Collateral Agents. The Brazilian Collateral Agent is hereby instructed to and agrees to (unless subsequently instructed by the Controlling Creditors to the contrary): (a) execute and deliver control agreements with respect to the Collection Accounts, the BRL Payment Account, the BRL Blocked Account and the BRL Collateral Account, (b) deliver instructions to the Account Bank holding the Collection Accounts from time to time to (i) convert funds into different currencies from time to time (at the Currency Conversion Rate) between the Controlled Accounts where required to satisfy the Secured Obligations, including (A) on each Allocation Date and (B) following a Remedies Direction, two business days before each Post- Default Distribution Date as set forth in Section 4.04 below, (ii) release funds to the Freeflow Account when expressly permitted by this Agreement and the Collateral Documents as certified by the Parent Guarantor when the Quarterly Freeflow Threshold is satisfied and the Quarterly Freeflow Date has occurred pursuant to Section 4.02(c) below, (iii) distribute funds in the Collection Accounts to the Payment Accounts on each Distribution Date (as described in Section 4.03(a) below) or the Collateral Accounts (on each Post-Default Distribution Date, as described in Section 4.04 below), based upon the USD Pro Rata Share and the BRL Pro Rata Share, (A) prior to a Remedies Direction as notified to the Brazilian Collateral Agent by the Parent Guarantor (and set forth in each Allocation Date Statement) and (B) after a Remedies Direction, as calculated by the Brazilian Collateral Agent, and (iv) distribute amounts in the BRL Payment Account in accordance with the BRL Payment Waterfall on each Distribution Date, (c) upon a notice of Cash Control, instruct the Account Bank holding the Collection Accounts to transfer amounts therein to the BRL Collateral Account and to retain such amounts therein until such time as the Controlling Creditors (as determined in accordance with clause (a) or (b) of the definition thereof) shall provide other instructions in accordance with this Agreement, and (d) instruct the Account Bank holding the BRL Collateral Account to distribute funds therein according to the Post-Default Waterfall from time to time on each Post-Default Distribution Date and (e) take any other measure and/or as directed by the parties hereto, in the case of each of the foregoing (a) through (e), pursuant to the terms of this Agreement. The U.S. Collateral Agent agrees to (a) execute and deliver control agreements with respect to the U.S. Payment Account, the USD Blocked Account and the USD Collateral Account, (b) deliver instructions to the Account Bank holding the U.S. Payment Account from time to time in accordance with the U.S. Payment Waterfall, and (c) instruct the Account Bank holding the USD Collateral Account to distribute funds therein according to the USD Post-Default Waterfall from time to time, in each case pursuant to the terms of this Agreement.

(b)Instructions to the Collateral Agents Regarding Accounts. Each Collateral Agent shall take the actions described in this Section 4.02, (x) so long as no Representative has delivered a notice of Event of Default, (i) in the case of any Quarterly Freeflow Date, upon receipt of a certificate of an Obligor stating that the Quarterly Freeflow Date has occurred (and after confirming the existence of funds in the Collection Accounts equivalent to the Quarterly Freeflow Threshold based on the relevant bank account statements provided to the Brazilian Collateral Agent in such Officer’s Certificate), (ii) in the case of any Allocation Date, upon receipt of an Allocation Date Statement from an Obligor and (iii) upon each Distribution Date, (y) after the delivery of any notice of Event of Default from any Representative instructing the exercise of Cash Control, upon receipt of such instruction and (z) after delivery of a Remedies Direction instructing the application of amounts in the Collection Accounts and the Collateral Accounts pursuant to the Post-Default Waterfalls, on each Post-Default Distribution Date. Each Collateral Agent shall be entitled to rely on the instructions and information provided by such Persons in taking any such actions.

(c)Quarterly Freeflow. In respect of any Quarterly Reporting Period, (i) until the Quarterly Freeflow Date, any and all amounts deposited into the Collection Accounts shall remain on deposit in the relevant Collection Account, and (ii) with effect from the Quarterly Freeflow Date to the first Business Day of the next Quarterly Reporting Period, amounts in the Collection Accounts in excess of the Quarterly Freeflow Threshold shall be transferred daily into the Freeflow Accounts, by the Account Bank acting upon the instruction (which may be a standing instruction for such Quarterly Reporting Period) of the Brazilian Collateral Agent), and the terms of the relevant Collateral Documents will provide accordingly. The Brazilian Collateral Agent shall be notified by the Parent Guarantor when the Quarterly Freeflow Date occurs (based on the relevant bank account statements provided to the Brazilian Collateral Agent in an Officer’s Certificate) and shall notify the Obligors and the Account Bank holding the Collection Accounts within one Business Day after the occurrence of the Quarterly Freeflow Date. For the avoidance of doubt, pursuant to the definition of Quarterly Freeflow Date, if (i) the aggregate balance on deposit in the USD Blocked Account and the Collection Accounts on the first Business Day in that Quarterly Reporting Period is equal to or greater than the applicable Quarterly Freeflow USD Amount, and (ii) then the aggregate balance on deposit in the BRL Payment Account on the first Business Day in that Quarterly Reporting Period is equal to or greater than the applicable Quarterly Freeflow BRL Amount (in each case as demonstrated by the relevant bank account statements provided to the Brazilian Collateral Agent in an Officer’s Certificate), then the Quarterly Freeflow Date shall be the date that is the first Business Day in that Quarterly Reporting Period, which means that amounts in the Collection Accounts during such Quarterly Reporting Period shall be transferred daily into the Freeflow Accounts with effect from the first Business Day in that Quarterly Reporting Period.

(d)Distribution of Allocation Date Statements. The Brazilian Collateral Agent shall distribute to each Representative each Allocation Date Statement received by the Brazilian Collateral Agent delivered by the Parent Guarantor or the Issuer, promptly upon receipt thereof. In the event that any Representative disagrees with any Allocation Date Statement, such Representative shall inform the Collateral Agents and the Obligors in writing of such disagreement. The parties shall endeavor in good faith to resolve any alleged discrepancy.

(e)Solicitation of Information from Representatives. Following a Remedies Direction instructing the application of amounts in Collection Accounts and Collateral Accounts pursuant to the Post-Default Waterfall, the Brazilian Collateral Agent shall request from each Representative, and each Representative shall deliver to the Brazilian Collateral Agent, not less frequently than every month, an accounting of the amount of the principal, accrued interest and other Secured Obligations under the applicable Secured Debt Document. The responses of such Representatives shall be conclusive and binding absent manifest error. The Brazilian Collateral Agent shall rely on such information to calculate the USD Pro Rata Share, the BRL Pro Rata Share and the amounts payable under the Post-Default Waterfalls, and shall instruct the Account Banks to make allocations to the USD Collateral Account and the BRL Collateral Account in accordance therewith.

(f)Voluntary Contributions. The Obligors may or may cause any of their subsidiaries (with written notice to the Account Bank and the Applicable Collateral Representatives) to deposit amounts into any Collection Account from time to time prior to a Distribution Date. Any amounts so deposited into any Collection Account that are not required to be paid into a Collection Account pursuant to the terms of any Secured Debt Document are referred to in this Agreement as “Voluntary Contributions.”

(g)At any time prior to a Remedies Direction or notice of Cash Control, the Obligors shall be entitled to instruct the Brazilian Collateral Agent to transfer any amounts in any Collection Account into the USD Blocked Account and the Obligors shall be permitted to maintain balances in the USD Blocked Account including, without limitation, for the purposes of the determining whether the Quarterly Freeflow Date has occurred as contemplated by the definition of Quarterly Freeflow Date.

Section 4.03. Payment Waterfalls.

(a)Payment Waterfalls Generally. So long as any Series of BRL First Priority Secured Debt is outstanding (i) on each Allocation Date, an Obligor shall deliver to the Brazilian Collateral Agent an Allocation Date Statement, (ii) the Brazilian Collateral Agent shall distribute such Allocation Date Statement to each Representative in accordance with Section 4.02(d) (and any Representative shall be entitled to advise if it believes there is an inaccuracy in the Allocation Date Statement, and the Parent Guarantor shall work with such Representative to resolve any discrepancy), (iii) in the event that there are insufficient funds in the Collection Accounts to pay the USD Required Payments and the BRL Required Payments, the Obligors shall be required to make voluntary contributions in an amount sufficient to fund the Collection Accounts with sufficient funds (“Sufficient Funds”) to pay the USD Required Payments and the BRL Required Payments, (iv) provided there are Sufficient Funds in the Collection Accounts in respect of a Distribution Date, on such Distribution Date, funds in the Collection Accounts sufficient to pay the USD Required Payments under all Series of USD Secured Debt (based upon instructions in the Allocation Date Statement furnished to it on the related Allocation Date by the Issuer) shall be distributed by the Account Bank under the direction of the Brazilian Collateral Agent to the USD Payment Account, and (v) after distributing the USD Required Payments to the USD Payment Account, the remaining funds in the Collection Accounts, which the Parent Guarantor covenants shall not be less than the amount sufficient to pay the BRL Required Payments under all Series of BRL First Priority Secured Debt (based upon instructions in the Allocation Date Statement furnished to it in the related Allocation Date Statement by the Issuer) shall be transferred to the BRL Payment Account.

(b)Payment Waterfall Insufficiency. In the event that Sufficient Funds are not available in the Collection Accounts on a Distribution Date, then, on such Distribution Date, the Brazilian Collateral Agent is hereby instructed to instruct the Account Bank that (a) the USD Pro Rata Share (as calculated by the Parent Guarantor in the last Allocation Date Statement) of the funds in the Collection Accounts shall be distributed by the Account Bank under the direction of the Brazilian Collateral Agent to the USD Payment Account, and (b) thereafter, the BRL Pro Rata Share (as calculated by the Parent Guarantor in the last Allocation Date Statement) of the funds in the Collection Accounts shall be transferred to the BRL Payment Account.

(c)Payment Waterfalls General; Taxes. The amount to be distributed by the Account Bank under the direction of the Brazilian Collateral Agent to the USD Payment Account and amounts distributable by the Brazilian Collateral Agent in respect of the AerCap Secured Obligations will first be converted into U.S. dollars at the Currency Conversion Rate. Each calculation on each Allocation Date and each payment of the USD Required Payments under all Series of Secured Debt to the USD Payment Account shall be accompanied by, made free and clear of, and without withholding or deduction for or on account of, any Taxes imposed or levied by or on behalf of Brazil, Cayman Islands, any other jurisdiction in which the relevant Obligor (or any of its successors) is organized or resident for Tax purposes, or any political subdivision or taxing authority thereof or therein on any payment of or with respect to the USD Required Payments under all Series of Secured Debt to the USD Payment Account. In the event that any such withholding or deduction is so required, the relevant Obligor shall pay, (i) with respect to each payment of the USD Required Payments under all Series of Secured Debt to the USD Payment Account, such additional amounts as may be necessary to ensure that the net amounts receivable in the USD Payment Account, after such withholding or deduction shall equal the respective amounts of the USD Required Payments which would have been receivable in the absence of such withholding or deduction and (ii) with respect to each payment of the AerCap Secured Obligations, such additional amounts as may be necessary to ensure that the net amounts on deposit in the BRL Payment Account, after such withholding or deduction shall equal the respective amounts payable in respect of the AerCap Secured Obligations which would have been receivable in the absence of such withholding or deduction.

(d)USD Payment Waterfall. Amounts transferred to the USD Payment Account (including amounts transferred from the Collection Accounts) shall be distributed by the U.S. Collateral Agent in the following order of priority (the “USD Payment Waterfall”):

(1)first, (x) ratably to the Representatives of each Series of Secured Debt (including any successor manager hired by the U.S. Collateral Agent (acting at the direction of the Controlling Creditors) following a termination or resignation of Azul Linhas as the IP Manager), fees, costs, expenses, reimbursements and indemnification amounts due and payable to such Persons in U.S. dollars pursuant to the terms of the applicable Secured Debt Documents that has been invoiced to an Obligor at least two Business Days prior to the related Allocation Date and then (y) ratably for the fees, expenses and other amounts due and owing to any Independent Director of an IP Party (to the extent not otherwise paid);

(2)second, to the holders of, or ratably to the Representatives of the holders of, as applicable, each Series of USD First Priority Secured Debt, an amount equal to the interest payable under such Series of USD First Priority Secured Debt with respect to such Distribution Date;

(3)third, ratably to the holders of, or Representatives of the holders of, as applicable, each Series of USD First Priority Secured Debt, an amount equal to the principal amount of such Series of USD First Priority Secured Debt that is then due and payable;

(4)fourth, if any Series of USD Secured Debt is then entitled to an excess cash flow sweep, to pay such amounts then due;

(5)fifth, to the Notes Secured Debt Representative, ratably, an amount equal to the interest payable under the Notes of the relevant series with respect to such Distribution Date;

(6)sixth, to the Notes Secured Debt Representative, ratably, an amount equal to the principal amount of such Notes that is then due and payable;

(7)seventh, ratably to the Trustee and each Collateral Agent, and then (y) to any other Person (other than the Parent Guarantor and any of its Subsidiaries), any additional Obligations under the Secured Debt Documents relating to any Series of USD Secured Debt due and payable to such Person on such Distribution Date to the extent not paid above; and

(8)eighth, to or at the direction of the Issuer, which may be distributed directly or indirectly to the Parent Guarantor without any restriction.

(e)BRL Payment Waterfall. Amounts transferred to the BRL Payment Account (including amounts transferred from the Collection Accounts) shall be distributed by the Account Bank under the direction of the Brazilian Collateral Agent in the following order of priority (with any amounts payable in respect of the AerCap Secured Obligations first converted to U.S. dollars at the Currency Conversion Rate) (the “BRL Payment Waterfall” and, together with the USD Payment Waterfall, the “Payment Waterfalls”):

(1)first, ratably to the Representatives of each Series of Secured Debt, fees, costs, expenses, reimbursements and indemnification amounts due and payable to such Persons in Brazilian reais pursuant to the terms of the applicable Secured Debt Documents that has been invoiced to an Obligor at least two Business Days prior to the related Allocation Date;

(2)second, to the holders of, or ratably to the Representatives of the holders of, as applicable, each Series of BRL First Priority Secured Debt, an amount equal to (i) the interest payable under such Series of BRL First Priority Secured Debt with respect to such Distribution Date and (ii) in the case of the AerCap Secured Obligations, any Waterfall AerCap Payment;

(3)third, ratably to the holders of, or Representatives of the holders of, as applicable, each Series of BRL First Priority Secured Debt, an amount equal to the principal amount of such Series of BRL First Priority Secured Debt that is then due and payable;

(4)fourth, if any Series of BRL First Priority Secured Debt is then entitled to an excess cash flow sweep, to pay such amounts then due;

(5)fifth, ratably to the Trustee and each Collateral Agent, and then (y) to any other Person (other than the Parent Guarantor and any of its Subsidiaries), any additional Obligations under the Secured Debt Documents relating to any Series of BRL First Priority Secured Debt due and payable to such Person on such Distribution Date to the extent not paid above; and

(6)sixth, to or at the direction of the Issuer, which may be distributed directly or indirectly to the Parent Guarantor without any restriction.

(f)At such time as no Series of BRL First Priority Secured Debt is outstanding, so long as no Remedies Direction has been delivered, amounts transferred from the Collection Accounts pursuant to an Allocation Date Statement shall be applied pursuant to the USD Payment Waterfall. At such time as no Series of USD Secured Debt is outstanding, if a Remedies Direction has been delivered and is in effect, amounts transferred from the Collection Accounts on each Post-Default Distribution Date shall be applied pursuant to the BRL Post-Default Waterfall.

Section 4.04. Post-Default Waterfalls. Following a Remedies Direction or a Cash Control Instruction, the Account Banks acting upon the instruction (which may be a standing instruction) of the applicable Collateral Agent (which is hereby instructed to deliver such instruction upon receipt of a Remedies Direction or Cash Control instruction), will cause (x) amounts in the Collection Accounts to be transferred daily to the BRL Collateral Account, amounts in the BRL Blocked Account to be transferred to the BRL Collateral Account, and amounts in the USD Blocked Account to be transferred into the USD Collateral Account in an amount equal to the USD Pro Rata Share and into the BRL Collateral Account in an amount equal to the BRL Pro Rata Share of the amounts so transferred; and in each case, no further payments shall be made into the Blocked Accounts, the Azul Linhas Freeflow Account or the Azul Viagens Freeflow Account. Any proceeds of a Remedies Action, and any proceeds from the enforcement of guarantees in respect of any Series of Secured Debt, will also be deposited to the BRL Collateral Account; provided that if any such proceeds are received in U.S. dollars they may be deposited to the USD Collateral Account pending allocation in accordance with the USD Pro Rata Share and the BRL Pro Rata Share to the Secured Obligations pursuant to the following paragraphs).

(a)Allocation of USD Pro Rata Share and BRL Pro Rata Share. On a weekly basis (each such date a “Post-Default Distribution Date”), the Brazilian Collateral Agent (based upon information provided and reported by each Representative to the Brazilian Collateral Agent from time to time as the Brazilian Collateral Agent may request (no less frequently than every month)) shall instruct the applicable Account Bank to (a) transfer to the USD Collateral Account, the USD Pro Rata Share of the amounts in the BRL Collateral Account and (b) apply the BRL Pro Rata Share in accordance with the BRL Post-Default Waterfall below. The amount to be distributed by the Account Bank to the USD Collateral Account will first be converted into U.S. dollars at the Currency Conversion Rate.

(b)USD Post-Default Waterfall. Amounts transferred to the USD Collateral Account pursuant to the foregoing shall be applied as follows (the “USD Post-Default Waterfall”):

(1)first, (x) ratably to the Representatives of each Series of Secured Debt and each Collateral Agent, fees, costs, expenses, reimbursements and indemnification amounts due and payable in U.S. dollars to such Persons pursuant to the terms of the applicable Secured Debt Documents and then (y) ratably for the fees, expenses and other amounts due and owing to any Independent Director of an IP Party (to the extent not otherwise paid);

(2)second, to the holders of, or ratably to the Representatives of the holders of, as applicable, each Series of USD First Priority Secured Debt, an amount equal to the interest then accrued and not paid for such Series of USD First Priority Secured Debt;

(3)third, to the holders of, or ratably to Representatives of the holders of, as applicable, each Series of USD First Priority Secured Debt, an amount equal to the principal amount of such Series of USD First Priority Secured Debt that is then outstanding, whether or not due and payable;

(4)fourth, to the Notes Secured Debt Representative, ratably, an amount equal to the interest then accrued and not paid for the Notes of such series;

(5)fifth, to the Notes Secured Debt Representative, ratably, an amount equal to the principal amount of the Notes of such series that is then outstanding, whether or not due and payable;

(6)sixth, on a ratable basis, (a) to the holders of, or ratably to the Representatives of the holders of, as applicable, each Series of USD First Priority Secured Debt, an aggregate amount equal to the USD Pro Rata Share of the amounts under this clause (6) to the payment of any premium or other obligations then due and payable under any Series of USD First Priority Secured Debt then outstanding and (b) the BRL Pro Rata Share of the amounts under this clause (6) to the BRL Collateral account directly pursuant to clause fifth thereof;

(7)seventh, to the Notes Secured Debt Representative, ratably, an amount equal to any premium or other obligations that is then due and payable with respect to the Notes of such series;

(8)eighth, to any other Person (other than the Parent Guarantor and any of its Subsidiaries), any additional Obligations under the Secured Debt Documents relating to any Series of USD Secured Debt due and payable to such Person on such Post-Default Distribution Date to the extent not paid above; and

(9)ninth, to the USD Collateral Account.

(c)BRL Post-Default Waterfall. The BRL Pro Rata Share of amounts in the BRL Collateral Account on each Post-Default Distribution Date pursuant to the foregoing shall be applied as follows ((x) with any amounts payable in respect of the AerCap Secured Obligations first converted to U.S. dollars at the Currency Conversion Rate and (y) amounts transferred pursuant to clause sixth of the USD Post-Default Waterfall being applied directly pursuant to clause fifth below) (the “BRL Post-Default Waterfall” and, together with the USD Post-Default Waterfall, the “Post-Default Waterfalls”):

(1)first, ratably to the Representatives of each Series of Secured Debt and each Collateral Agent, fees, costs, expenses, reimbursements and indemnification amounts due and payable in Brazilian reais to such Persons pursuant to the terms of the applicable Secured Debt Documents;

(2)second, ratably to the holders of, or Representatives of the holders of, as applicable, each Series of BRL First Priority Secured Debt, and subject to Section 4.05(c), an amount equal to (i) the interest then accrued and not paid for such Series of BRL First Priority Secured Debt and (ii) in the case of the AerCap Secured Obligations, any Waterfall AerCap Payment;

(3)third, ratably to the holders of, or Representatives of the holders of, as applicable, each Series of BRL First Priority Secured Debt, an amount equal to the principal amount of such Series of BRL First Priority Secured Debt that is then outstanding (including in the case of the AerCap Secured Obligations, the AerCap Secured Obligations that are then outstanding in excess of the then-due and payable Waterfall AerCap Payment, up to the then-applicable AerCap Secured Obligations Cap), whether or not due and payable;

(4)fourth, to the USD Collateral Account;

(5)fifth, ratably to the holders of, or Representatives of the holders of, as applicable, each Series of BRL First Priority Secured Debt, an amount equal to any premium or other obligations that is then due and payable with respect to such Series of BRL First Priority Secured Debt;

(6)sixth, to any other Person (other than the Parent Guarantor and any of its Subsidiaries), any additional Obligations under the Secured Debt Documents relating to any Series of BRL First Priority Secured Debt due and payable to such Person on such Post-Default Distribution Date to the extent not paid above; and

(10) seventh, to the USD Collateral Account.

(d)At such time as no Series of BRL First Priority Secured Debt is outstanding, if a Remedies Direction has been delivered and is in effect, amounts transferred from the Collection Accounts on each Post-Default Distribution Date shall be applied pursuant to the USD Post-Default Waterfall. At such time as no Series of USD Secured Debt is outstanding, if a Remedies Direction has been delivered and is in effect, amounts transferred from the Collection Accounts on each Post-Default Distribution Date shall be applied pursuant to the BRL Post-Default Waterfall.

(e)The Collateral Agents and the Issuer shall be permitted to amend the Payment Waterfalls, the Collateral Accounts, the Blocked Accounts, the Payment Accounts and the definitions of BRL Pro Rata Share and USD Pro Rata Share in a manner that is not adverse to any Series of Secured Debt to facilitate the administration of the Payment Waterfalls (including if any Secured Obligations are payable in a currency other than U.S. dollars or Brazilian reais), or cure any defects, upon delivery to the Collateral Agents of an Officer’s Certificate stating that such amendment is not adverse to any Series of Secured Debt.

(f)For the avoidance of doubt, to the extent amounts in the Payment Accounts with respect to any Distribution Date or in the Collateral Accounts following a Remedies Direction are insufficient to pay amounts due under any Secured Debt Documents due on such date, the Obligors shall be permitted to pay such amounts into the Payment Accounts or the Collateral Accounts, as applicable, at or prior to the relevant Distribution Date, and the Obligors shall remain obligated to discharge its payment obligations under the Secured Debt Documents in accordance with the terms thereof.

Section 4.05. AerCap Payments Special Provisions.

(a)Notwithstanding any other provision herein and of the Transaction Documents, the Parties hereby expressly consent and agree that:

(i)Upon the execution of any Transaction Documents and subject to paragraph (ii) below, the Obligors shall be entitled, at their option, to pay and accordingly discharge (1) any amounts outstanding under the AerCap Secured Obligations otherwise than through the Payment Waterfalls and (2) any amounts due and payable under the AerCap Secured Obligations through the Payment Waterfalls and the Post-Default Waterfalls; provided that the Obligors shall be prohibited from exercising any option pursuant to this paragraph (i) for long as Section 4.05(a)(ii) below applies;

(ii)the Obligors shall be required to pay and discharge any amounts due and payable under the AerCap Secured Obligations through the Payment Waterfalls and the Post-Default Waterfalls (as applicable) (1) at the request of the AerCap Representative (which request may be revoked at any time by the AerCap Representative and is exercisable more than once), and (2) automatically upon a Remedies Direction and for so long as the applicable Remedies Direction has effect and has not been revoked pursuant to a revocation notice from the Controlling Creditors in accordance with Section 3.01(b)(i).

(b)If the relevant Obligor elects or is required to pay and discharge any amounts due and payable under the AerCap Secured Obligations through the Payment Waterfalls or the Post-Default Waterfalls (each such payment that is due and payable, a “Waterfall AerCap Payment”), then for the purposes of determining when a Distribution Date will occur, the scheduled payment date for such Waterfall AerCap Payment under the AerCap Secured Obligations shall be deemed to be a Distribution Date.

(c)The AerCap Secured Obligations shall be deemed to be a Series of BRL First Priority Secured Debt because such AerCap Secured Obligations are obligations of Azul Linhas which would be paid, if applicable, through the BRL Payment Account or the BRL Collateral Account. Amounts in the BRL Payment Account shall be paid towards the AerCap Secured Obligations by measuring (i) the Waterfall AerCap Payment at the Currency Conversion Rate and (ii) the AerCap Secured Obligations Cap at the Currency Conversion Rate and the share of any amounts to be paid from the BRL Payment Account towards the AerCap Secured Obligations shall be calculated proportional to the ratio of (i) the AerCap Secured Obligations at the Currency Conversion Rate to (ii) the principal amount of any other Series of BRL First Priority Secured Debt then outstanding.

Section 4.06. Use of Cash to Pay IP License Fee.

The Controlling Creditors may permit the use of Collateral consisting of amounts in or from the Collection Accounts to pay the IP License Fee, but not any Taxes associated therewith, which Taxes shall be the sole responsibility of the Parent Guarantor and Azul Linhas to satisfy out of other sources of funds (including that the Parent Guarantor and Azul Linhas shall be required to use other sources of funds to gross up any payments of the IP License Fee to cover any withholding Tax).

ARTICLE 5

OTHER AGREEMENTS

Section 5.01. Releases.

(a)The release of any Lien granted upon the Collateral shall require the prior written consent of the Secured Debt Representatives; provided that each Secured Debt Representative, for itself and on behalf of each Secured Party under its Secured Debt Document, agrees that, in the event of a Disposition of any specified item of Collateral (including all or substantially all of the Equity Interests of any Subsidiary of the Parent Guarantor) (i) in connection with the exercise of remedies in respect of Collateral in accordance with the provisions of this Agreement or (ii) if not in connection with the exercise of remedies in respect of Collateral, so long as such Disposition is permitted by the terms of the Secured Debt Documents and the Collateral Documents, the Liens granted to the Secured Debt Representatives and the Secured Parties upon such Collateral to secure Secured Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Collateral to secure First Priority Secured Obligations, provided that (A) the Lien securing the Secured Obligations shall attach to the proceeds thereof and (B) the proceeds thereof are applied to permanently reduce the Secured Debt in accordance with the Post-Default Waterfalls. Upon delivery to the Notes Secured Debt Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the First Priority Secured Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Notes Secured Parties and the Notes Secured Debt Representative) and any necessary or proper instruments of termination or release prepared by the Issuer or any other Obligor, the Notes Secured Debt Representative will promptly execute, deliver or acknowledge, at the Issuer’s or the other Obligor’s sole cost and expense and without any representation or warranty, such instruments (in form and substance reasonably satisfactory to each Secured Debt Representative) to evidence such termination and release of the Liens in accordance with the Secured Debt Documents.

(b)Each Secured Debt Representative, for itself and on behalf of each Secured Party under its Secured Debt Document, hereby irrevocably constitutes and appoints each applicable Collateral Agent and Applicable Collateral Representative and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Secured Debt Representative or such Secured Party or in the applicable Collateral Agent or Applicable Collateral Representative’s own name, from time to time in accordance with this Agreement, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release.

(c)Unless and until the Discharge of First Priority Secured Obligations has occurred, the Notes Secured Debt Representative, for itself and on behalf of each Notes Secured Party under the Notes Secured Debt Documents, hereby consents to the application, whether prior to or after an event of default under any First Priority Secured Debt Document, of all payments, including the proceeds of any enforcement of Collateral or any payments in respect of any guarantees of any Series of Secured Debt, to the repayment of First Priority Secured Obligations pursuant to the Payment Waterfalls or the Post-Default Waterfalls, as applicable, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Notes Secured Debt Representative or the Notes Secured Parties to receive proceeds in connection with the Notes Secured Obligations not otherwise in contravention of this Agreement.

Section 5.02. Amendments to Collateral Documents and Secured Debt Documents.

(a)No modification, amendment, supplement or waiver of the provisions of any Collateral Document will be effective without the approval of (x) the Grantors party thereto and (y) the Controlling Creditors, except that:

(A)without an Act of Controlling Creditors or the consent of any Secured Party other than the applicable Collateral Agent (provided that, the amendment provisions of any such Secured Debt Document are otherwise complied with, including the required consent or approval of any parties thereto if any), the Grantors may amend or supplement the Collateral Documents:

(1)as necessary or appropriate to effect the issuance or incurrence of Additional First Priority Secured Debt (including amending any Collateral Document in order to reflect the incurrence or discharge of any Secured Obligations);

(2)to (x) cure any ambiguity, omission, mistake, defect or inconsistency, (y) effect administrative changes of a technical or immaterial nature and (z) correct or cure any incorrect cross references or similar inaccuracies;

(3)to provide for the assumption of any Grantor’s obligations under any Secured Debt Document in the case of a merger or consolidation or sale of all or substantially all of the assets of such Grantor to the extent permitted by the terms of the Secured Debt Documents, as applicable;

(4)to make any change that would provide any additional rights or benefits to the Secured Parties or the Collateral Agents or to surrender any right or power conferred upon any Grantor under any Secured Debt Document;

(5)to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties (including entering into and/or modifying any intercreditor agreement in connection with Indebtedness not prohibited under any Secured Debt Document that is or is contemplated to be subject to a Lien permitted by the Secured Debt Documents (subject to any restrictions set forth in the Secured Debt Documents as to the priority of any such Lien relative to any Lien securing, or required to be granted to secure, the Secured Obligations));

(6)as required by local law or to comply with advice from local counsel to give effect to, or protect any security interest for the benefit of the Secured Parties in, any property or so that the security interests therein comply with applicable requirements of law or any Secured Debt Document;

(7)to otherwise enhance the rights or benefits of the Secured Parties under the Collateral Documents;

and each such modification, amendment, supplement or waiver will become effective when executed and delivered by the Grantors party thereto and the applicable Collateral Agent;

(B)no modification, amendment, supplement or waiver to any Collateral Document that:

(1)(x) modifies the provisions of Sections 4.03, or 4.04 of this Agreement, (y) modifies the provisions of Section 2.09 in any manner adverse to the holders of any Series of Secured Obligations or (z) amends the definition of “BRL Pro Rata Share” or “USD Pro Rata Share”;

(2)materially and adversely affects the right of any Holder of Secured Obligations to vote its Secured Debt as to any matter described as subject to an Act of Controlling Creditors (including Remedies Directions and Specified Rights) (or amends the provisions of this clause (2) or the definition of “Act of Controlling Creditors”, “Specified Rights”, “Majority Total Debtholders”, “Majority Noteholders”, “Majority Notes Collateral Enforcement Date”, “Remedies Direction”, “Controlling Creditors”, “Cash Control” or “Cash Control Instruction”),

(3)materially and adversely affects the right of any holder of First Priority Secured Obligations to share in the order of application described in Sections 2.09, and 4.03 and 4.04 in any receivables or other amounts forming part of the Collateral, any other amounts deposited in the Collection Accounts, or proceeds of enforcement of or realization on any Collateral or other payments on account of the Secured Obligations, or

(4)materially and adversely affects the right of any holder of Secured Obligations to require that Liens securing Secured Obligations be released only as set forth in the provisions described in Section 5.01, will become effective without the execution and delivery by the Grantors party thereto and the Collateral Agents acting with the consent under, and in accordance with, the terms of each Series of Secured Debt affected thereby; provided that with respect to the release of Liens on Collateral with respect to any Series of Secured Debt, such modification, amendment, supplement or waiver may be approved by the requisite percentage of holders specifically set forth in the applicable Secured Debt Document for such Series of Secured Debt.

(C)No modification, amendment, supplement or waiver to any Collateral Document that imposes any incremental obligation upon any Collateral Agent or any Representative or adversely affects the rights of any Collateral Agent or any Representative, respectively, in its capacity as such will become effective without the consent of such Collateral Agent or such Representative, respectively.

(D)No modification, amendment, supplement or waiver to any Collateral Document that modifies (i) the definitions of “AerCap Deferral Agreement”, “AerCap Discharge Date”, “AerCap Forbearance Agreement”, “AerCap Lease Documents”, “AerCap Secured Obligations”, “AerCap Secured Obligations Cap”, “Collateral”, “AerCap Secured Party”, “AerCap Representative”, “AerCap Party” and/or “Leases Collateral”, and/or (ii) the provisions of Section 1.06, Section 2.06(c), Section 4.05, this Section 5.02(a)(D), Section 5.05 and/or Section 6.07 of this Agreement will, in any case, become effective without the prior written consent of the AerCap Representative.

(b)The First Priority Secured Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and the Indebtedness under the First Priority Secured Debt Documents may be Refinanced, in each case, without the consent of any Representative, any Secured Party or any holders of any Secured Debt, all without affecting the Lien priorities and payment priorities provided for herein or the other provisions hereof; provided, however, that, without the consent of each Representative, (A) no such amendment, restatement, supplement, modification or Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall contravene (i) any provision of this Agreement or (ii) in the case of any increase in the principal amount of any Series of First Priority Secured Debt, any other Secured Debt Document then in effect, and (B) a representative of the holders of any refinancing debt shall become a party to this Agreement in the manner provided in Section 8.07.

(c)The Notes Secured Debt Documents may be amended, restated, waived, supplemented or otherwise modified in accordance with their terms, and the Indebtedness under the Notes Secured Debt Documents may be refinanced, renewed, extended or replaced, in each case, without the consent of any Representative, any Secured Party or any holders of any Secured Debt, all without affecting the Lien priorities and payment priorities provided for herein or the other provisions hereof; provided, however, that, without the consent of each Representative, (A) no such amendment, restatement, supplement, modification or Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall contravene (i) any provision of this Agreement or (ii) in the case of any increase in the principal amount of the Notes, any other Secured Debt Document then in effect, and (B) a representative of the holders of any refinancing debt shall become a party to this Agreement in the manner provided in Section 8.07.

(d)Each Collateral Agent agrees to deliver to the Representatives copies of (i) any modification, amendment, supplement or waiver to the Collateral Documents and (ii) any new Collateral Documents promptly after effectiveness thereof.

(e)Any Representative that is party to any Collateral Document shall be required, promptly upon request of the Parent Guarantor, to enter into any amendments and/or amendments and restatements of such Collateral Documents, in accordance with the terms of such Collateral Documents and this Agreement, in connection with any New First Priority Debt to be secured by the Collateral pursuant to the Section 8.07.

(f)For the purposes of this Section 5.02, any reference to "Collateral Document" shall exclude this Agreement.

Section 5.03. When Discharge of First Priority Secured Obligations Deemed To Not Have Occurred. If, at any time substantially concurrently with or after the occurrence of the Discharge of First Priority Secured Obligations, the Issuer consummates any Refinancing pursuant to which it incurs any First Priority Secured Obligations, then such Discharge of First Priority Secured Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken prior to the date of such designation as a result of the occurrence of such first Discharge of First Priority Secured Obligations) and the applicable agreement governing such First Priority Secured Obligations shall automatically be treated as a First Priority Secured Debt Document for all purposes of this Agreement, including for purposes of the Lien priorities, payment priorities and rights in respect of Collateral set forth herein and the agent, representative or trustee for the holders of such First Priority Secured Obligations shall be the First Priority Secured Debt Representative for all purposes of this Agreement.

Section 5.04. Purchase Option. Without prejudice to the enforcement and exercise of the First Priority Secured Parties’ remedies, the First Priority Secured Parties agree that following (a) the acceleration of any of the First Priority Secured Debt in accordance with the terms of the applicable First Priority Secured Debt Documents, (b) a payment default under any First Priority Secured Debt document at the maturity thereof that has not been cured or waived by the First Priority Secured Parties within sixty (60) days of the occurrence thereof or (c) the commencement of an Insolvency or Liquidation Proceeding in respect of any Obligor (each, a “Purchase Event”), notwithstanding any provision in any Secured Debt Document, within thirty (30) days of the Purchase Event, one or more of the Notes Secured Parties may request, and the First Priority Secured Parties hereby are deemed to offer (by virtue of the applicable First Priority Secured Debt Representative being party to this Agreement) the Notes Secured Parties the option, to purchase all, but not less than all, of the aggregate principal amount of outstanding First Priority Secured Debt outstanding at the time of purchase at par, plus accrued and unpaid interest ,plus, in respect of the Convertible Debentures only, any premium that is due and payable on such Convertible Debentures, payable in immediately available funds without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to a customary assignment agreement); provided that, in the case of the AerCap Secured Obligations, the Notes Secured Parties shall be required to pay to the First Priority Secured Debt Representative in respect of the AerCap Secured Obligations an amount in cash in U.S. dollars that is sufficient to discharge in full all of the AerCap Secured Obligations rather than being required to purchase such AerCap Secured Obligations. If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more of the Notes Secured Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the applicable First Priority Secured Debt Representatives and the Trustee (as directed by the Notes Secured Parties). If none of the Notes Secured Parties exercise such right within the time periods set forth above, the First Priority Secured Parties shall have no further obligations pursuant to this Section 5.04 for such Purchase Event and may take any further actions in accordance with the First Priority Secured Debt Documents and this Agreement. The Issuer and each First Priority Secured Debt Representative hereby consents to any assignment pursuant to this Section 5.04 to the extent it has a consent or similar approval right under the assignment provisions of the relevant First Priority Secured Debt Documents. The provisions of this Section 5.04 are referred to herein as the “Buy-Out Right.”

Section 5.05.    Discharge of AerCap Secured Obligations. With effect on and from the AerCap Discharge Date:

(a)this Agreement shall cease to be binding on each AerCap Secured Party and the AerCap Secured Parties shall be irrevocably and unconditionally released from all of their respective obligations and liabilities hereunder, save that the terms of Section 1.06 shall continue to have full force and effect as between the parties hereto and the AerCap Secured Parties;

(b)the AerCap Secured Parties shall not constitute Secured Parties and the AerCap Secured Obligations shall not constitute Secured Obligations; and

(c)no party hereto may assert any right or remedy, or seek to enforce any of the terms of this Agreement, against any AerCap Secured Party.

ARTICLE 6

INSOLVENCY OR LIQUIDATION PROCEEDINGS

Section 6.01. Financing Issues. Until the Discharge of First Priority Secured Obligations, if (1) any Obligor, as debtor-in-possession, moves for approval of debtor-in-possession financing in a proceeding under chapter 11 of the Bankruptcy Code (but not a proceeding in any other jurisdiction) (a “DIP Financing”) or the use of Collateral consisting of cash and cash equivalents during its bankruptcy case and (2) the Required First Priority Debtholders do not object to such DIP Financing, (i) to the extent the Liens securing such DIP Financing (the “DIP Financing Liens”) are senior (in the manner provided in this Agreement with respect to priority) to the Liens on any Collateral for the benefit of the holders of First Priority Secured Debt, each of the other Secured Parties and Representatives shall raise no objection to such DIP Financing or use of cash collateral (subject to the Specified Rights) and shall subordinate its Liens with respect to such Collateral on the same terms, and to the same extent, as the Liens of the Required First Priority Debtholders (other than any Liens of any Required First Priority Debtholder constituting DIP Financing Liens) are subordinated thereto and (ii) to the extent that such DIP Financing Liens rank pari passu, including pursuant to an intercreditor agreement with the Liens on any Collateral, each other Secured Party will confirm the priorities with respect to such Collateral, in each case so long as (A) the Secured Parties in respect of each Series of Secured Debt retain the benefit of their Liens on such Collateral pledged to the DIP Financing lenders with the same priority vis-a-vis the other holders of other Secured Debt (other than with respect to DIP Financing Liens) as existed prior to the commencement of the bankruptcy case, (B) the Secured Parties in respect of each Series of Secured Debt are granted Liens on any additional collateral pledged to any other holders of Secured Debt as adequate protection (or any comparable relief) or otherwise with the same priority vis-a-vis the other holders of First Priority Secured Obligations as existed prior to the commencement of the bankruptcy case, (C) if any amount of such DIP Financing or cash collateral is applied to repay any of the Secured Debt, such amount is applied in accordance with the terms of this Agreement and (D) if the Secured Parties in respect of any Series of Secured Debt are granted adequate protection (or any comparable relief), in connection with such DIP Financing or cash collateral, the proceeds of such adequate protection (or any comparable relief) are applied in accordance with the terms of this Agreement (including the Specified Rights). For the avoidance of doubt, as related to the AerCap Secured Obligations, the restrictions in this Section 6.01 only apply to the rights of the Relevant Lessors and their Representative as Secured Parties under the AerCap Secured Obligations that are secured by the Collateral, and such restrictions only apply to the extent of the AerCap Secured Obligations.

Section 6.02. Relief from The Automatic Stay. Except in connection with enforcing or protecting the Specified Rights, until the Discharge of First Priority Secured Obligations has occurred, the Notes Secured Debt Representative, for itself and on behalf of each Notes Secured Party under the Notes Secured Debt Documents, agrees that none of them shall seek relief from the automatic stay or any other stay in any Insolvency or Liquidation Proceeding or take any action in derogation thereof, in each case in respect of any Collateral, without the prior written consent of the Required First Priority Debtholders.

Section 6.03. Adequate Protection. Until the Discharge of First Priority Secured Obligations, subject to the Specified Rights, no Notes Secured Party shall contest (i) any request by the First Priority Secured Parties for adequate protection (or any comparable relief) or (ii) any objection by the First Priority Secured Parties to any motion, etc. based on the First Priority Secured Parties claiming a lack of adequate protection (or any comparable relief) or (iii) the payment of interest, fees, expenses or other amounts to or for the benefit of any Representative of First Priority Secured Obligations or other First Priority Secured Party. However, (a) if the First Priority Secured Parties are granted adequate protection (or any comparable relief) in the form of additional collateral in connection with any DIP Financing, then the Notes Secured Parties may seek adequate protection (or any comparable relief) in the form of a Lien on such additional collateral subordinated to the Liens securing the First Priority Secured Obligations and such DIP Financing on the same basis as the other Liens securing the Notes Secured Obligations are so subordinated to the First Priority Secured Obligations under this Agreement and (b) in the event any First Priority Secured Party is granted adequate protection (or any comparable relief) in the form of a superpriority claim, then the Notes Secured Parties may seek adequate protection (or any comparable relief) in the form of a junior superpriority claim, subordinated to the superpriority claim granted to the First Priority Secured Parties.

Section 6.04. Preference Issues. If any First Priority Secured Party is required in any Insolvency or Liquidation Proceeding or otherwise to disgorge, turn over or otherwise pay any amount to the estate of the Issuer or any other Obligor (or any receiver or similar Person therefor), because the payment of such amount was declared to be or otherwise avoided as at undervalue, fraudulent or preferential in any respect or for any other reason (any such amount, a “Recovery”), whether received as proceeds of security, enforcement of any right of setoff or recoupment or otherwise, then the First Priority Secured Obligations shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred and the First Priority Secured Parties shall be entitled to the benefits of this Agreement until a Discharge of First Priority Secured Obligations with respect to all such recovered amounts. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Notes Secured Debt Representative, for itself and on behalf of each Notes Secured Party under the Notes Secured Debt Documents, hereby agrees that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement.

Section 6.05. Application. This Agreement, which the parties hereto expressly acknowledge is a “subordination agreement” under Section 510(a) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law, shall be effective before, during and after the commencement of any Insolvency or Liquidation Proceeding. The relative rights as to the Collateral and proceeds thereof and to all applications of proceeds pursuant to this Agreement (including Article 4 hereof) shall continue after the commencement of any Insolvency or Liquidation Proceeding on the same basis as prior to the date of the petition therefor, subject to any court order approving the financing of, or use of cash collateral by, any Obligor. All references herein to any Obligor shall include such Obligor as a debtor-in-possession and any Receiver for such Obligor. Each Representative, for itself and its related Secured Parties, further agrees that the provisions of this Agreement are intended to benefit the First Priority Secured Parties with respect to the Collateral and all applications of proceeds pursuant to this Agreement (including Article 4 hereof) under the laws of any jurisdiction outside the United States in which an Insolvency or Liquidation Proceeding may occur to the same extent as if such Insolvency or Liquidation Proceeding was governed by the laws of the United States.

Section 6.06. Post-Petition Interest.

(a)Subject in all respects to the Specified Rights, each Notes Secured Party shall not oppose or seek to challenge any claim by any First Priority Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Priority Secured Obligations consisting of claims for post-petition interest, fees, costs, expenses, and/or other charges, under Section 506(b) of the Bankruptcy Code (or any similar provision of any other Bankruptcy Law) or otherwise, to the extent of the value of the Lien of the First Priority Secured Debt Representative on behalf of the First Priority Secured Parties on the Collateral (for this purpose ignoring all claims and Liens held by the Notes Secured Parties on the Collateral).

(b)Each First Priority Secured Party shall not oppose or seek to challenge any claim by any Notes Secured Party for allowance in any Insolvency or Liquidation Proceeding of Notes Secured Obligations consisting of claims for post-petition interest, fees, costs, expenses, and/or other charges, under Section 506(b) of the Bankruptcy Code (or any similar provision of any other Bankruptcy Law) or otherwise, to the extent of the value of the Lien of the Notes Secured Debt Representative on behalf of the Notes Secured Parties on the Collateral (after taking into account the First Priority Secured Obligations and the Liens held by the First Priority Secured Parties on the Collateral and the Specified Rights).

Section 6.07. Special Provisions as to AerCap. For the avoidance of doubt, as related to the AerCap Secured Obligations, the restrictions in this paragraph only apply to the rights of the Relevant Lessors and their Representative as Secured Parties under the AerCap Secured Obligations that are secured by the Collateral, and such restrictions only apply to the extent of the AerCap Secured Obligations.

ARTICLE 7

RELIANCE; COLLATERAL AGENTS; ETC.

Section 7.01. Collateral Agents

(a)Notwithstanding any provision to the contrary elsewhere in the Secured Debt Documents, each Collateral Agent shall not have any duties or responsibilities or fiduciary relationship with any Secured Party, except such duties and responsibilities expressly set forth in this Agreement and the other Secured Debt Documents to which it is a party or third party beneficiary (it being understood that in no event shall any Collateral Agent have or be deemed to have any fiduciary relationship with any Secured Party or any other Person), and no implied covenants, functions or responsibilities, fiduciary or otherwise, shall be read into this Agreement or any other Secured Debt Document or otherwise exist against the Collateral Agents, and any such implied duties that may exist under any applicable law are hereby waived to the fullest extent permitted under such applicable law.

(b)Any instruction or direction to a Collateral Agent pursuant to this Agreement by an Act of Controlling Creditors shall be expressly directed in writing.

(c)Each Secured Debt Representative on behalf of the Secured Parties with respect to the applicable Series of Secured Debt hereby appoints each Collateral Agent, as applicable, as agent for the purposes of perfecting the security interest in assets which can be perfected by possession or control (or where the security interest of a Secured Party with possession or control has priority over the security interest of another Secured Party), including any accounts subject to an Account Control Agreement and the shares of stock of any Subsidiary pledged or mortgaged pursuant to any Collateral Document, and each Collateral Agent hereby acknowledges that it shall hold possession or otherwise control any such Collateral, including any such shares of stock of any Subsidiary, in accordance with the terms hereof and the Collateral Documents to which it is a party for the ratable benefit of all Secured Parties, including as gratuitous bailee for the sole purpose of perfecting the Liens in such Collateral, in each case without any representation or warranty of any kind.

(d)Each Secured Party acting through its Secured Debt Representative with respect to the applicable Series of Secured Debt and each Secured Debt Representative (i) hereby authorizes each Collateral Agent to act at the direction of the Controlling Creditors with respect to any act, consent or waiver that is designated in any Secured Debt Document or this Agreement to be taken by such Collateral Agent acting at the direction of the Controlling Creditors and (ii) for all purposes under the First Priority Secured Debt Documents, shall be deemed to consent to any such action of the applicable Collateral Agent taken at the direction of the Controlling Creditors. Subject to the terms of this Agreement, each Collateral Agent hereby agrees to follow any such written instruction of the Controlling Creditors. No Collateral Agent shall be required to exercise any discretionary rights or remedies hereunder or give any consent hereunder unless, subject to the other terms and provisions of this Agreement, it shall have been expressly directed to do so by an Act of Controlling Creditors.

(e)Each Collateral Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with due care. Each Collateral Agent shall not be responsible for the acts or omissions of any such agent, attorney, custodian or nominee appointed with due care. Each Collateral Agent shall be entitled to seek the advice of its independent counsel concerning all matters pertaining to this Agreement and shall not be liable for any action or inaction based in good faith on such advice.

(f)Neither any Collateral Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be: (i) liable to any of the Secured Parties or any other Person for any actions lawfully taken or omitted to be taken by them hereunder (except for its own gross negligence or willful misconduct, as determined ultimately by a court of competent jurisdiction) or (ii) responsible in any manner to any of the Secured Parties or any other Person for any recitals, statements, representations or warranties made by any Grantor, or any other party to a Secured Debt Document, any other Person or any authorized officer of any thereof contained in any Secured Debt Document or in any certificate, report, statement or other document referred to or provided for in, or received by such Collateral Agent under or in connection with, any Secured Debt Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Collateral or the Secured Debt Documents or for any failure of any Grantor or any other party to a Secured Debt Document or any other Person to perform its obligations thereunder. Each Collateral Agent shall not be under any obligation to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, any Secured Debt Document, or to inspect the properties, books or records of any Obligor, any Secured Party or any other party to a Secured Debt Document.

(g)Each Collateral Agent shall be entitled to conclusively rely, and shall be fully protected in relying, upon (i) any note, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, electronic mail message, statement, order or other document (whether in original or facsimile form) reasonably believed by it in good faith to be genuine and to have been signed, sent or made by the proper Person or Persons and (ii) advice and statements of legal counsel, independent accountants and other experts selected by the relevant Collateral Agent.

(h)Neither any Collateral Agent nor any of its officers, directors, employees, agents or attorneys-in-fact shall be liable to any Obligor or any of the Secured Parties or any other Person for any act or omission on their part except for any such act or omission that is the result of their own gross negligence or willful misconduct. The powers conferred on the Collateral Agents hereunder are solely to protect its interests in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of the Collateral in its possession and the accounting for monies actually received by it hereunder, the Collateral Agents shall have no other duty as to the Collateral, whether or not the Collateral Agents or any of the other Secured Parties have or are deemed to have knowledge of any matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to the Collateral. Neither Collateral Agent shall be liable for any interest on any money received by it. Each Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment at least equal to that which such Collateral Agent accords to similar assets held for the benefit of third parties.

(i)Except as expressly set forth herein including in Article IV, each Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Secured Debt Document unless it shall first receive written instruction in an Act of Controlling Creditors as such Collateral Agent reasonably deems appropriate and/or it shall first be indemnified to its satisfaction by the applicable Secured Party against any and all liability and expense (including reasonable attorneys’ fees and disbursements and settlement costs) that may be incurred by it by reason of taking or continuing to take any such action, and any action taken or failure to act pursuant thereto shall be binding upon all the Secured Parties. Each Collateral Agent shall affirmatively act under this Agreement and the other Secured Debt Documents in accordance with any written instruction by the Controlling Creditors not in contravention of this Agreement. Each Collateral Agent shall not incur any liability for any determination made or written instruction in an Act of Controlling Creditors. Notwithstanding anything herein to the contrary, in no event shall a Collateral Agent be required to take any action (including any action that may be directed by the Controlling Creditors and/or that may be set forth in an Act of Controlling Creditors or a Remedies Direction) that exposes it to liability, financial or otherwise, or requires it to expend or risk its own funds or that is contrary to the Secured Debt Documents or any applicable law, unless such Controlling Creditors shall have offered to such Collateral Agent security or indemnity (satisfactory to such Collateral Agent in its sole discretion, acting reasonably) against the costs, expenses and liabilities which may be incurred by it in compliance with such request or direction.

(j)Each Collateral Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Obligors and the other parties to the Secured Debt Documents without regard to its acting as Collateral Agent hereunder and under the other Secured Debt Documents. The Secured Parties further understand that there may be situations where Affiliates of the Brazilian Collateral Agent or their respective customers (including the Obligors) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Secured Parties (including the interests of the Secured Parties hereunder and under the Secured Debt Documents). None of (i) this Agreement or any the Secured Debt Documents, (ii) the receipt by the Brazilian Collateral Agent of information concerning the Obligors (including information concerning the ability of the Obligors to perform their respective obligations under the Secured Debt Documents) or (iii) any other matter, shall give rise to any fiduciary, equitable or contractual duties (including any duty of trust or confidence) owing by the Brazilian Collateral Agent to any Secured Party, including any such duty that would prevent or restrict the Brazilian Collateral Agent or any of its Affiliates from acting on behalf of customers (including the Obligors) or for its own account.

(k)For the purposes of this Agreement and all other Secured Debt Documents, no Collateral Agent shall be deemed to have knowledge of, or have any duty to ascertain or inquire into: (i) the occurrence of any Event of Default unless and until it has received written notice informing it of the occurrence of such Event of Default or (ii) the existence, the content, or the terms and conditions of any other agreement, instrument or document, in each case, to which it is not a party or third party beneficiary, whether or not referenced herein. Each Collateral Agent may take such action with respect to such Event of Default as is required or permitted to be taken by it pursuant to this Agreement following the occurrence of such Event of Default.

(l)The Brazilian Collateral Agent may at any time give 90 days’ notice of its resignation and be discharged of its obligations under this Agreement and the Secured Debt Documents to which it is a party. Upon receiving any such notice of resignation from the Brazilian Collateral Agent, the Parent Guarantors shall propose a successor within thirty (30) days and shall notify each Representative of such proposed successor. Unless Representatives on behalf of the Controlling Creditors object to such proposed successor, such successor shall become the Brazilian Collateral Agent hereunder. If the Parent Guarantor has not proposed a successor within such 30- day period, or if an Event of Default is in effect, or if the Controlling Creditors have objected to the proposed successor, the Controlling Creditors shall appoint a successor which shall become the Brazilian Collateral Agent hereunder. After a ninety (90) day period from such notice of resignation, if no successor has been appointed, the Brazilian Collateral Agent shall hold the Collateral in its possession as a gratuitous bailee until a successor Brazilian Collateral Agent has been appointed, but shall otherwise be fully and immediately discharged of any and all responsibilities as collateral agent under this Agreement and the Secured Debt Documents to which it is a party. The resigning Brazilian Collateral Agent shall execute and deliver all documents requested by the Parent Guarantor to appoint a successor Brazilian Collateral Agent and transfer the Collateral to such successor.

(m)The Brazilian Collateral Agent (i) shall solely be obligated to undertake any foreign exchange transaction (A) on the dates specified in Article IV hereof and (B) at any other time, as from the second Business Day subsequent to the Business Day on which the Brazilian Collateral Agent has received the instruction from the Controlling Creditors to perform any transfer of funds pursuant to this Agreement that requires such foreign exchange transaction; (ii) shall transfer converted funds required to be transferred under Article IV hereof no later than (a) the second Business Day subsequent to the Business Day on which US dollars are available for transfer; and (b) the second Business Day on which such transfer is allowed, under the terms of the respective Registry of Financial Transactions of the Brazilian Central Bank, if applicable; and (iii) shall not assume the obligation to undertake any foreign exchange transaction or transfer funds, unless the Brazilian Collateral Agent has received (a) all documents and information it deems necessary for the remittance of funds; and (b) the payment of the respective commissions, fees and expenses in connection with such currency conversion. The Brazilian Collateral Agent shall not be responsible for any losses that could result in possible delays or impairment to undertake a foreign exchange transaction and/or transfer required hereunder, as well as for the impossibility to perform a foreign exchange closing or a transfer resulting from any act or fact beyond its control.

Section 7.02. Voting.

(a)Where, in accordance with this Agreement or any other Secured Debt Document, the modification, amendment, supplement or waiver, approval or other direction or instruction of the Controlling Creditors is required, the determination of whether such modification, amendment, supplement or waiver, approval, direction or instruction will be granted or withheld shall be determined by an Act of Controlling Creditors conducted in accordance with the procedures set forth in this Agreement among the Secured Parties entitled to vote with respect to the particular decision at issue.

(b)Each decision made in accordance with the terms of this Agreement shall be binding upon each of the Secured Parties.

(c)The number of votes cast by the Holders with respect to any Act of Controlling Creditors hereunder shall be determined by the Representative for such Secured Parties and notified by such Representative to the applicable Collateral Agent in writing, together with a statement of the amount of the Secured Debt that are components of the definition of Controlling Creditors owed to the holders that such Representative represents.

(d)Except as otherwise expressly provided in this Agreement or any other Secured Debt Document, each Secured Party shall be entitled to vote in each Act of Controlling Creditors conducted under this Agreement.

(e)To calculate the Controlling Creditors consenting to, approving, waiving or otherwise providing direction with respect to an Act of Controlling Creditors, the number of votes cast by any Holder (equal to an amount of Secured Debt owed to such Holder and taken into account in the definition of “Controlling Creditors”) in favor of the proposed consent, approval, modification, amendment, supplement or waiver, direction or other action (the “Numerator”) shall be divided by the total amount of Secured Debt taken into account in the definition of “Controlling Creditors” and relating to the votes entitled to be cast with respect to such matter (the “Denominator”). The Issuer or Parent Guarantor and each Representative shall provide such information to each Collateral Agent as is necessary to calculate the Numerator and Denominator and no Collateral Agent shall have any responsibility to calculate such Numerator and Denominator if the Issuer, Parent Guarantor or such Representative has not provided sufficient information to the Collateral Agents.

(f)Neither Collateral Agent has an obligation or duty to determine whether the vote of the requisite holders of the applicable Series of Secured Debt was obtained as required in this Section 7.02. With respect to any Series of Secured Obligations, each Collateral Agent may conclusively rely on any direction from the Representative for such Series of First Priority Secured Debt regardless of whether any vote with respect to such series took place. Any action or approval by a Representative shall be deemed made by the Representative on its own behalf and on behalf of all of the holders of the applicable Series of Secured Debt and shall be binding on all of them.

Section 7.03. Secured Party Credit Decision. Each Secured Debt Representative, on behalf of itself and each Secured Party under its Secured Debt Document, acknowledges that it and such Secured Parties have, independently and without reliance on any Secured Debt Representative or other Secured Party, and based on documents and information deemed by them appropriate, made their own credit analysis and decision to enter into the Secured Debt Documents to which they are party or by which they are bound, this Agreement and the transactions contemplated hereby and thereby, and they will continue to make their own credit decisions in taking or not taking any action under the Secured Debt Documents or this Agreement.

Section 7.04. No Liability. The Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Secured Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, except as otherwise provided in this Agreement.

Section 7.05. Obligations Unconditional. All rights, interests, agreements and obligations of the First Priority Secured Debt Representatives, the First Priority Secured Parties, the Notes Secured Debt Representative and the Notes Secured Parties hereunder shall remain in full force and effect irrespective of:

(a)any lack of validity or enforceability of any First Priority Secured Debt Document or any Notes Secured Debt Document;

(b)any change in the time, manner or place of payment of, or in any other terms of, all or any of the First Priority Secured Obligations or Notes Secured Obligations, or any modification, amendment, supplement or waiver, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of any First Priority Secured Debt Document or of the terms of any Notes Secured Debt Document;

(c)any exchange of any security interest in or other Lien on any Collateral or any other collateral or any modification, amendment, supplement or waiver, whether in writing or by course of conduct or otherwise, of all or any of the First Priority Secured Obligations or Notes Secured Obligations or any guarantee thereof;

(d)the commencement of any Insolvency or Liquidation Proceeding in respect of the Issuer or any other Obligor; or

(e)any circumstances that otherwise might constitute a defense available to, or a discharge of the Issuer or any other Obligor in respect of the Secured Obligations (except the consummation of a purchase pursuant to the Buy-Out Right).

ARTICLE 8

MISCELLANEOUS

Section 8.01. Conflicts. In the event of any conflict between the provisions of this Agreement and the provisions of any First Priority Secured Debt Document (which, in respect of the Relevant Leases, shall be to the extent of the AerCap Secured Obligations) or any Notes Secured Debt Document, the provisions of this Agreement shall govern.

Section 8.02. Continuing Nature of This Agreement; Severability. Subject to Section 5.03 and Section 6.04, this Agreement shall continue to be effective until the Discharge of First Priority Secured Obligations shall have occurred. This is a continuing agreement of Lien subordination, and the First Priority Secured Parties may continue, at any time and without notice to the Notes Secured Debt Representative or any Notes Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Issuer or any Subsidiary constituting First Priority Secured Obligations in reliance hereon. The terms of this Agreement shall survive and continue in full force and effect in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 8.03. Amendments; Waivers.

(a)No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b)of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.

(b)This Agreement and its provisions may only be amended, modified, supplemented, varied or waived in writing signed by each Representative (in each case, acting in accordance with the documents governing the applicable Secured Debt Document); provided that any such amendment, supplement or waiver shall require written consent of each Collateral Agent, each other Representative party hereto and the Parent Guarantor (to the extent the rights of the Obligors are directly and adversely affected), except (i) for the addition of Obligors as parties to this Agreement in accordance with the provisions hereof, and (ii) for the inclusion of additional Representatives as parties to this Agreement in accordance with the provisions hereof related to additional Secured Debt, in each case (i) and (ii) which will not require consent of either Collateral Agent or any other Representative. Any such amendment, supplement or waiver shall be in writing and shall be binding upon the First Priority Secured Parties and the Notes Secured Parties and their respective successors and assigns.

(c)Notwithstanding the foregoing, without the consent of any Secured Party, any Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with and compliance with Section 8.07 of this Agreement and, upon such execution and delivery, such Representative and the Secured Parties and First Priority Secured Obligations or Notes Secured Obligations of the Secured Debt Document for which such Representative is acting shall be subject to the terms hereof.

Section 8.04. Information Concerning Financial Condition of the Obligors. The First Priority Secured Debt Representatives, the First Priority Secured Parties, and the Notes Secured Parties shall each be responsible for keeping themselves informed of (a) the financial condition of the Issuer and the Subsidiaries and all endorsers or guarantors of the First Priority Secured Obligations or the Notes Secured Obligations and (b) all other circumstances bearing upon the risk of nonpayment of the First Priority Secured Obligations or the Notes Secured Obligations. The First Priority Secured Debt Representatives, the First Priority Secured Parties, the Notes Secured Debt Representative and the Notes Secured Parties shall have no duty to advise any other party hereunder of information known to it or them regarding such condition or any such circumstances or otherwise. In the event that any First Priority Secured Debt Representative, any First Priority Secured Party, the Notes Secured Debt Representative or any Notes Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to any other party, it shall be under no obligation to (i) make, and the First Priority Secured Debt Representatives, the First Priority Secured Parties, the Notes Secured Debt Representative and the Notes Secured Parties shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of any such information so provided, (ii) provide any additional information or to provide any such information on any subsequent occasion, (iii) undertake any investigation or (iv) disclose any information that, pursuant to accepted or reasonable commercial finance practices, such party wishes to maintain confidential or is otherwise required to maintain confidential.

Section 8.05. Additional Obligors and Guarantors. The Parent Guarantor agrees that, if any of its Subsidiaries shall become an Obligor after the date hereof, it will promptly cause such Subsidiary to become party hereto by executing and delivering an instrument in the form of Annex I. Upon such execution and delivery, such Subsidiary will become an Obligor, as applicable, hereunder with the same force and effect as if originally named as an Obligor or Guarantor, as applicable, herein. The execution and delivery of such instrument shall not require the consent of any other party hereunder, and will be acknowledged by each Collateral Agent. The rights and obligations of each Obligor hereunder shall remain in full force and effect notwithstanding the addition of any new Obligor as a party to this Agreement.

Section 8.06. Dealings with Obligors and Guarantors. Upon any application or demand by the Issuer or any other Obligor to any Representative to take or permit any action under any of the provisions of this Agreement or under any Collateral Document (if such action is subject to the provisions hereof), the Issuer or such other Obligor, as appropriate, shall furnish to such Representative a certificate of a duly authorized officer or director of the Issuer, such Obligor or such Guarantor (an “Officer’s Certificate”) stating that all conditions precedent, if any, provided for in this Agreement or such Collateral Document, as the case may be, relating to the proposed action have been complied with, except that in the case of any such application or demand as to which the furnishing of such documents or taking such action is specifically required by any provision of this Agreement or any Collateral Document relating to such particular application or demand, no additional certificate or opinion need be furnished.

Section 8.07. Additional Secured Debt.

(a)To the extent, but only to the extent, permitted by the provisions of the then extant First Priority Secured Debt Documents and the Notes Secured Debt Documents (as certified by the Issuer or Parent Guarantor), the Issuer or any other Obligor may (i) issue Final Settlement Notes and (ii) incur or issue one or more series or classes of Additional First Priority Secured Debt (“New First Priority Debt”). Any Final Settlement Notes shall automatically be secured by a Lien on Collateral ranking pari passu with the Liens on such Collateral securing the then-existing Notes Secured Obligations pursuant to this Agreement. For the avoidance of doubt, any Final Settlement Notes shall automatically be subject to the provisions of this Agreement and the Trustee shall not be required to execute a joinder to this Agreement with respect to any such Final Settlement Notes. Any New First Priority Debt may be secured by Liens on the Collateral if and subject to the condition that the Representative of any such Series of First Priority Secured Debt acting on behalf of the holders of such Series of First Priority Secured Debt (the “New First Priority Representative”) becomes, on the date of the incurrence of the Additional First Priority Secured Debt, a party to this Agreement by satisfying the conditions set forth in clauses (i) through (iii), as applicable, of the immediately succeeding paragraph, and Section 8.07(b). In order for a New First Priority Representative to become a party to this Agreement:

(i)such New First Priority Representative shall have executed and delivered to each Collateral Agent (which shall deliver to each other Representative) a Joinder Agreement substantially in the form of Annex II (with such changes as may be reasonably approved by the Collateral Agents) pursuant to which it becomes a Representative hereunder, and the Additional First Priority Secured Debt in respect of which such Representative is the Representative and the related Secured Parties become subject hereto and bound hereby;

(ii)except in the case of any DIP Financing, such Additional First Priority Secured Obligations shall be permitted, by the terms of the Secured Debt Documents, to be incurred and secured on the Collateral in accordance with the Lien and payment priorities set forth in this Agreement, and the Issuer shall have delivered to each Collateral Agent an Officer’s Certificate, stating that the conditions set forth in this Section 8.07 are satisfied with respect to such Additional First Priority Secured Debt, and, if requested, true and complete copies of each of the First Priority Secured Debt Documents relating to such Additional First Priority Secured Debt certified as being true and correct by a Responsible Officer of the Issuer and identifying the obligations to be designated as Additional First Priority Secured Debt; and

(iii)the First Priority Secured Debt Documents relating to such Additional First Priority Secured Debt shall provide that each New First Priority Representative with respect to such Additional First Priority Secured Debt will be subject to and bound by the provisions of this Agreement in its capacity as a holder of such Additional First Priority Secured Debt.

(b)With respect to any Secured Debt that is issued or incurred after the Closing Date, the Issuer, each of the other Obligors and each Guarantor agrees, at its own cost and expense, to take such actions (if any) as may from time to time reasonably be requested by any First Priority Secured Debt Representative, or the Notes Secured Debt Representative, and enter into such technical amendments, modifications and/or supplements to this Agreement and the then existing Collateral Documents (or execute and deliver such additional Collateral Documents) as may from time to time be reasonably requested by such Persons, to ensure that such Secured Debt is secured by, and entitled to the benefits of, the relevant Collateral Documents relating to such Secured Debt, and each Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the each Collateral Agent, as the case may be, to enter into, any such technical amendments, modifications and/or supplements (and additional Collateral Documents).

Section 8.08. Consent to Jurisdiction; Waivers.

(a)The Issuer, the Parent Guarantor, each Obligor and each Representative, on behalf of itself and the Secured Parties of the Secured Debt Document for which it is acting, irrevocably and unconditionally:

(i)submits for itself and its property in any legal action or proceeding relating to (i) this Agreement or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of any state or Federal court in the Borough of Manhattan New York, New York, and any appellate court from any thereof, and (ii) the Collateral Documents or the recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction, in each case, of any state or Federal court in the Borough of Manhattan, New York, New York, and any appellate court from any thereof;

(ii)consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same and agrees not to commence or support any such action or proceeding in any other jurisdiction;

(iii)in the case of each Obligor, irrevocably appoint Cogency Global Inc., located 122 East 42nd Street, 18th Floor, New York, NY 10168, as their authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agree that service of process upon such authorized agent, and written notice of such service to the Obligors by the person serving the same to the address provided in Section 8.08, shall be deemed in every respect effective service of process upon the Obligors in any such suit or proceeding. The Obligors hereby represent and warrant that such authorized agent has accepted such appointment and has agreed to act as such authorized agent for service of process. The Obligors further agree to take any and all reasonable action as may be necessary to maintain such designation and appointment of such authorized agent in full force and effect for the term of all Series of Notes issued pursuant to the Indenture. If for any reason such Person shall cease to be such agent for service of process, each of the Obligors shall forthwith appoint a new agent of recognized standing for service of process in the State of New York and deliver to the Trustee a copy of the new agent’s acceptance of that appointment within 30 days;

(iv)waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 8.08 any special, exemplary, punitive or consequential damages.

(b)The Brazilian Collateral Agent at the cost and expense of the Obligors, irrevocably appoints Cogency Global Inc., located 122 East 42nd Street, 18th Floor, New York, NY 10168, and (ii) the AerCap Representative irrevocably appoints AerCap Corporate Services, Inc., located 830 Brickell Plaza, 50th Floor, Miami, Florida 33131, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agree that service of process upon such authorized agent, and written notice of such service to the Brazilian Collateral Agent or AerCap Representative by the person serving the same to the address provided in Section 8.08, shall be deemed in every respect effective service of process upon such Representative in any such suit or proceeding. The Brazilian Collateral Agent and AerCap Representative hereby represents and warrants that such authorized agent has accepted such appointment and has agreed to act as such authorized agent for service of process. The Brazilian Collateral Agent and AerCap Representative further agree to take any and all reasonable action as may be necessary to maintain such designation and appointment of such authorized agent in full force and effect for the term of all Series of Notes issued pursuant to the Indenture. If for any reason such Person shall cease to be such agent for service of process, the Brazilian Collateral Agent and AerCap Representative shall forthwith appoint, at the cost and expense of the Obligors, a new agent of recognized standing for service of process in the State of New York and deliver to each Collateral Agent a copy of the new agent’s acceptance of that appointment within 30 days. The Collateral Debentures Representative agrees that service of process at the address provided in Section 8.08 shall be deemed in every respect effective service of process upon it in such suit or proceeding.

Section 8.09. Notices. All notices, requests, demands and other communications provided for or permitted hereunder shall be in writing and shall be sent:

(i)if to the Issuer any Obligor or any Guarantor, to the Issuer, at its address at:

Edifício Jatobá, 8th floor, Castelo Branco Office Park Avenida Marcos Penteado de Ulhôa Rodrigues, 939

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

Telephone: +55 (11) 4831 2880

Attention: Raphael Linares Felippe

Electronic Mail: raphael.linares@voeazul.com.br

with a copy to:

Shearman & Sterling LLP

599 Lexington Avenue

New York, NY 10022

Attention: Mark J. Shapiro; Roberta B. Cherman; and Jonathan Lewis

Electronic Mail: mark.shapiro@shearman.com;

roberta.cherman@shearman.com; and jonathan.lewis@shearman.com

(ii)if to the U.S. Collateral Agent, to it at:

UMB Bank, National Association

5910 N Central Expressway, Suite 1900

Dallas, Texas 75206

United States of America

Electronic Mail: israel.lugo@umb.com

Telephone: +1 (214) 389-5947

Attention: Corporate Trust and Escrow Services; Israel Lugo

(iii)if to the Brazilian Collateral Agent, to it at:

TMF Brasil Administração e Gestão de Ativos Ltda.

Avenida Marcos Penteado de Ulhoa Rodrigues, 939

Edifício Jacarandá, Tower I, 10th Floor, Room 3,

Barueri, SP 06460-040

Brazil

Telephone: +55 11 3411-0602

Attention: Leone Azevedo; Lesli Gonzalez; Wagner Castilho;

Diogo Malheiros; Corporate Trust Services

Email: leone.azevedo@tmf-group.com; lesli.gonzalez@tmf-group.com;

Wagner.Castilho@tmf-group.com; diogo.malheiros@tmf-group.com;

CTS.Brazil@tmf-group.com

(iv)if to the AerCap Representative, to it at:

Aercap Administrative Services Limited

Aviation House, Shannon

Co. Clare, V14 AN29

Ireland

Attention: Contractual Notices

E-mail: contractualnotices@aercap.com

(v)if to the Convertible Debentures Representative, to it at:

Vórtx Distribuidora de Títulos e Valores Mobiliários Ltda.

Rua Gilberto Sabino, 215, 4th Floor

São Paulo, SP, 05425-020

Brazil

Telephone: +55 11 3030-7177

Attention: Eugênia Queiroga; Marcio Teixeira; Caroline Tsuchiya

Email: agentefiduciario@vortx.com; pu@vortx.com.br (for asset pricing purposes)

(vi)if to any other Representative, to it at the address specified by it in the Joinder Agreement delivered by it pursuant to Section 8.07.

Unless otherwise specifically provided herein, all notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt if delivered by hand or overnight courier service or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 8.09 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 8.09. As agreed to among the parties hereto from time to time, notices and other communications may also be delivered by e-mail to the email address of a representative of the applicable Person provided from time to time by such Person.

Section 8.10. Governing Law; Waiver of Jury Trial.

(A)THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(B)EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.

Section 8.11. Binding on Successors and Assigns. This Agreement shall be binding upon the First Priority Secured Debt Representatives, the First Priority Secured Parties, the Notes Secured Debt Representative, the Notes Secured Parties, the Issuer, the other Obligors party hereto, the Guarantors party hereto and their respective successors and assigns.

Section 8.12. Section Titles. The section titles contained in this Agreement are and shall be without substantive meaning or content of any kind whatsoever and are not a part of this Agreement.

Section 8.13. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by telecopy, emailed pdf. or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. The words “execution,” “signed,” “signature” and words of like import in or relating to any document to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Section 8.14. Authorization. By its signature, each Person executing this Agreement on behalf of a party hereto represents and warrants to the other parties hereto that it is duly authorized to execute this Agreement. The AerCap Representative represents and warrants that the AerCap Secured Obligations authorize the AerCap representative to enter into this Agreement binding AerCap to the terms hereof. The Convertible Debentures Representative represents and warrants that the Convertible Debentures authorize the Convertible Debentures Representative to enter into this Agreement binding the Secured Parties under the Convertible Debentures to the terms hereof. The Notes Secured Debt Representative represents and warrants that the Indenture authorizes such Notes Secured Debt Representative to enter into this Agreement binding the Notes Secured Parties to the terms hereof.

Section 8.15. No Third-Party Beneficiaries; Successors and Assigns. The lien and payment priorities set forth in this Agreement and the rights and benefits hereunder in respect of such lien and payment priorities shall inure solely to the benefit of the Collateral Agents, each Applicable Collateral Representative, the First Priority Secured Debt Representatives, the First Priority Secured Parties, the Notes Secured Debt Representative and the Notes Secured Parties, and their respective permitted successors and assigns, and no other Person (including the Obligors, or any Receiver, debtor in possession or bankruptcy estate in a bankruptcy or like proceeding) shall have or be entitled to assert such rights.

Section 8.16. Limited Recourse and Non-Petition. Notwithstanding any other provision of this Agreement or any other document to which it may be a party, the obligations of each IP Party from time to time and at any time hereunder are limited recourse obligations of such IP Party and are payable solely from its assets available at such time and amounts derived therefrom and following realization of its assets, and application of the proceeds thereof in accordance with this Agreement, all obligations of and any remaining claims against such IP Party hereunder or in connection herewith after such realization shall be extinguished and shall not thereafter revive. No recourse shall be had against any officer, director, employee, shareholder, administrator or incorporator of any IP Party or their respective successors or assigns for any amounts payable hereunder. Notwithstanding any other provision of this Agreement, no Person may, prior to the date which is one year (or if longer, any applicable preference period) and one day after the discharge of all Secured Obligations, institute against, or join any other Person in instituting against, any IP Party any bankruptcy, winding up, reorganization, restructuring, arrangement, insolvency, moratorium or liquidation (including provisional liquidation) proceedings, or other proceedings under any Bankruptcy Laws. Nothing in this Section 8.16 shall preclude, or be deemed to estop, any Obligor from taking any action prior to the expiration of the aforementioned period in any proceedings under any Bankruptcy Laws filed or commenced by any other non-affiliated Person, or from commencing against any IP Party or any of its properties any legal action which is not a bankruptcy, winding up, reorganization, arrangement, insolvency, moratorium, restructuring or liquidation (including provisional liquidation) proceedings or any equivalent proceedings. It is understood that the foregoing provisions of this Section 7.05 shall not (A) prevent recourse to the assets of an IP Party for the sums due or to become due under the Transaction Documents or (B) constitute a waiver, release or discharge of any obligation hereunder until the assets of such IP Party have been realized. It is further understood that the foregoing provisions of this Section 8.16 shall not limit the right of any Person to name an IP Party as a party defendant in any proceeding under any Bankruptcy Laws or in the exercise of any other remedy hereunder, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against any such Person. The provisions of this Section 8.16 shall survive the termination of this Agreement.

Section 8.17. Waiver of Immunity. With respect to any proceeding, each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in any court of competent jurisdiction, and with respect to any judgment, each party waives any such immunity in any court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such proceeding or judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended.

Section 8.18. Effectiveness. This Agreement shall become effective when executed and delivered by the parties hereto.

Section 8.19. Survival of Agreement. All covenants, agreements, representations and warranties made by any party in this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement.

[SIGNATURE PAGES FOLLOW]

AZUL SECURED FINANCE LLP, as Issuer
By: Azul Linhas Aéreas Brasileiras S.A., as Managing Partner
By:	/s/ Raphael Linares Felippe
	Name: Raphael Linares Felippe
	Title: Attorney-in-Fact
AZUL S.A., as Parent Guarantor
By:	/s/ Thais Vieira Haberli
	Name: Thais Vieira Haberli
	Title: Attorney-in-Fact
AZUL LINHAS AÉREAS BRASILEIRAS S.A. INTELAZUL S.A, as Obligors
By:	/s/ Raphael Linares Felippe
	Name: Raphael Linares Felippe
	Title: Attorney-in-Fact
ATS VIAGENS E TURISMO LTDA., as Obligor
By:	/s/ Thais Vieira Haberli
	Name: Thais Vieira Haberli
	Title: Attorney-in-Fact
AZUL IP CAYMAN HOLDCO LTD.
AZUL IP CAYMAN LTD., as Obligors
By:	/s/ Alexandre Wagner Malfitani
	Name: Alexandre Wagner Malfitani
	Title: Director

(Signature page to Intercreditor Agreement)

TMF BRASIL ADMINISTRAÇÃO E GESTÃO DE ATIVOS LTDA., as Brazilian Collateral Agent
By:	/s/ Karla Fernanda
	Name: Karla Fernanda
	Title: Managing Director		UMB BANK, N.A., as U.S. Collateral Agent and Trustee
---	---
By:	/s/ Israel Lugo
	Name: Israel Lugo
	Title: Vice President		AERCAP ADMINISTRATIVE SERVICES LIMITED, as AerCap Representative
---	---
By:	/s/ Fábio Komatsu Falkenburger
	Name: Fábio Komatsu Falkenburger
	Title: Attorney-in-fact
VÓRTX DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS LTDA., as Convertible Debentures Representative
---	---
By:	/s/ Bruna Vasconcelos Monteiro
	Name: Bruna Vasconcelos Monteiro
	Title: Attorney-in-fact

Schedule I

Guarantors

•Azul S.A., a Brazilian corporation (sociedade por ações)

•Azul Linhas Aéreas Brasileiras S.A., a Brazilian corporation (sociedade por ações)

•IntelAzul S.A., a Brazilian corporation (sociedade por ações)

•ATS Viagens e Turismo Ltda. a Brazilian limited liability company (sociedade limitada)

•Azul IP Cayman Holdco Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands

•Azul IP Cayman Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands

Annex I

Form of Joinder Agreement to be entered by a New Obligor

ANNEX I

[FORM OF] SUPPLEMENT NO. [ ] (this “Supplement”) dated as of [    ], 20[ ] to the INTERCREDITOR, COLLATERAL SHARING AND ACCOUNT AGREEMENT dated as of July 14, 2023 (the “Intercreditor Agreement”), among (i) AZUL SECURED FINANCE LLP, a Delaware limited liability partnership (the “Issuer”), (ii) AZUL S.A., a Brazilian corporation (the “Parent Guarantor”), (iii) the other Obligors party thereto, (iv) TMF BRASIL ADMINISTRAÇÃO E GESTÃO DE ATIVOS LTDA., as Brazilian collateral agent (the “Brazilian Collateral Agent”), (v) UMB Bank, N.A., as U.S. collateral agent and as trustee for the Notes (in such capacities, the “U.S. Collateral Agent” and the “Trustee,” respectively), (vi) AERCAP ADMINISTRATIVE SERVICES LIMITED, as representative of the AerCap Secured Parties (the “AerCap Representative”), (vii) VÓRTX DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS LTDA., as a representative of the Convertible Debentures Secured Parties (the “Convertible Debentures Representative”), and (viii) the additional Representatives from time to time a party thereto.

A.Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Intercreditor Agreement.

B.The Parent Guarantor, the other Obligors and the Guarantors have entered into the Intercreditor Agreement. Pursuant to the First Priority Secured Debt Documents, the Notes Secured Debt Documents, certain newly acquired or organized Subsidiaries of the Parent Guarantor are required to enter into the Intercreditor Agreement. of the Intercreditor Agreement provides that such Subsidiaries may become party to the Intercreditor Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary (the “New [Obligor][Guarantor]”) is executing this Supplement in accordance with the requirements of the First Priority Secured Debt Documents and the Notes Secured Debt Documents.

Accordingly, each First Priority Secured Debt Representative and the New [Obligor][Guarantor] agree as follows:

SECTION 1. In accordance with of the Intercreditor Agreement, the New [Obligor][Guarantor] by its signature below becomes a [Obligor][Guarantor] under the Intercreditor Agreement with the same force and effect as if originally named therein as a [Obligor][Guarantor], and the New [Obligor][Guarantor] hereby agrees to all the terms and provisions of the Intercreditor Agreement applicable to it as a [Obligor][Guarantor] thereunder. Each reference to a “[Obligor][Guarantor]” in the Intercreditor Agreement shall be deemed to include the New [Obligor][Guarantor]. The Intercreditor Agreement is hereby incorporated herein by reference.

SECTION 2. The New [Obligor][Guarantor] represents and warrants to the First Priority Secured Debt Representatives and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by Bankruptcy Laws and by general principles of equity.

A-I-1

SECTION 3. This Supplement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the U.S. Collateral Agent shall have received a counterpart of this Supplement that bears the signatures of the New [Obligor][Guarantor] Representative and each other First Priority Secured Debt Representative shall have received a counterpart of this Supplement that bears the signature of the New [Obligor][Guarantor]. Delivery of an executed signature page to this Supplement by facsimile transmission or other electronic method shall be as effective as delivery of a manually signed counterpart of this Supplement.

SECTION 4. Except as expressly supplemented hereby, the Intercreditor Agreement shall remain in full force and effect.

ARTICLE 9 SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 6. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the Intercreditor Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 7. All communications and notices hereunder shall be in writing and given as provided in of the Intercreditor Agreement. All communications and notices hereunder to the New [Obligor][Guarantor] shall be given to it in care of the Parent Guarantor as specified in the Intercreditor Agreement.

SECTION 8. The Parent Guarantor agrees to reimburse each Representative for its reasonable and documented out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for such Representative, to the extent required in accordance with the applicable First Priority Secured Debt Documents and the Notes Secured Debt Documents.

[SIGNATURE PAGES FOLLOW]

A-I-2

IN WITNESS WHEREOF, the New [Obligor][Guarantor] has duly executed this Supplement to the Intercreditor Agreement as of the day and year first above written.

[NAME OF NEW SUBSIDIARY [OBLIGOR][GUARANTOR]],
By:
	Name:
	Title:

Acknowledged by:

UMB Bank, N.A., as U.S. Collateral Agent,

By:
	Name:
	Title:

Acknowledged by:

TMF BRASIL ADMINISTRAÇÃO E GESTÃO DE ATIVOS LTDA., as Brazilian Collateral Agent,

By:
	Name:
	Title:

Acknowledged by:

AERCAP ADMINISTRATIVE SERVICES LIMITED, as AerCap Representative

By:
	Name:
	Title:

Acknowledged by:

VÓRTX DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS LTDA., as Convertible Debentures Representative

By:
	Name:
	Title:

A-I-3

Annex II

Form of Joinder Agreement to be entered by a New First Priority Representative

ANNEX II

[FORM OF] SUPPLEMENT NO. [ ] (this “Representative Supplement”) dated as of [    ], 20[ ] to the INTERCREDITOR, COLLATERAL SHARING AND ACCOUNT AGREEMENT dated as of July 14, 2023 (the “Intercreditor Agreement”), among (i) AZUL SECURED FINANCE LLP, a Delaware limited liability partnership (the “Issuer”), (ii) AZUL S.A., a Brazilian corporation (the “Parent Guarantor”), (iii) the other Obligors party thereto, (iv) TMF BRASIL ADMINISTRAÇÃO E GESTÃO DE ATIVOS LTDA., as Brazilian collateral agent (the “Brazilian Collateral Agent”), (v) UMB Bank, N.A., as U.S. collateral agent and as trustee for the Notes (in such capacities, the “U.S. Collateral Agent” and the “Trustee,” respectively), (vi) AERCAP ADMINISTRATIVE SERVICES LIMITED, as representative of the AerCap Secured Parties (the “AerCap Representative”), (vii) VÓRTX DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS LTDA., as a representative of the Convertible Debentures Secured Parties (the “Convertible Debentures Representative”), and (viii) the additional Representatives from time to time a party thereto.

A.Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Intercreditor Agreement.

B.As a condition to the ability of the Issuer or any other Obligor to incur New First Priority Financing and to secure such New First Priority Financing with a Lien on Collateral ranking pari passu with the Liens on such Collateral securing the then- existing Notes Secured Obligations and First Priority Secured Obligations pursuant to the Intercreditor Agreement, the New First Priority Representative in respect of such New First Priority Financing is required to become a Representative under, and such Additional First Priority Secured Debt and the related Secured Parties in respect thereof are required to become subject to and bound by, the Intercreditor Agreement. of the Intercreditor Agreement provides that such New First Priority Representative may become a Representative under, and such Additional First Priority Secured Debt and the related Secured Parties may become subject to and bound by, the Intercreditor Agreement, pursuant to the execution and delivery by the New First Priority Representative of an instrument in the form of this Representative Supplement and the satisfaction of the other conditions set forth in of the Intercreditor Agreement. The undersigned New First Priority Representative (the “New Representative”) is executing this Representative Supplement in accordance with the requirements of the First Priority Secured Debt Documents and the Notes Secured Debt Documents.

A-II-1

Accordingly, each First Priority Secured Debt Representative and the New Representative agree as follows:

SECTION 1. In accordance with of the Intercreditor Agreement, the New Representative by its signature below becomes a Representative under, and the related Additional First Priority Secured Debt and Secured Parties become subject to and bound by, the Intercreditor Agreement with the same force and effect as if the New Representative had originally been named therein as a Representative, and the New Representative, on behalf of itself and such Secured Parties, hereby agrees to all the terms and provisions of the Intercreditor Agreement applicable to it as a New First Priority Representative and to the related Secured Parties that it represents. Each reference to a “Representative” in the Intercreditor Agreement shall be deemed to include the New Representative. The Intercreditor Agreement is hereby incorporated herein by reference.

SECTION 2. The New Representative represents and warrants to the First Priority Secured Debt Representative and the other Secured Parties that (i) it has full power and authority to enter into this Representative Supplement, in its capacity as [agent] [trustee] under [describe new facility], (ii) this Representative Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms of such Agreement and (iii) the First Priority Secured Debt Documents relating to such Additional First Priority Secured Debt provide that, upon the New Representative’s entry into this Agreement, the Secured Parties in respect of such Additional First Priority Secured Debt will be subject to and bound by the provisions of the Intercreditor Agreement as Secured Parties.

SECTION 3. This Representative Supplement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Representative Supplement shall become effective when the U.S. Collateral Agent shall have received a counterpart of this Representative Supplement that bears the signatures of the New Representative and each other First Priority Secured Debt Representative shall have received a counterpart of this Representative Supplement that bears the signature of the New Representative. Delivery of an executed signature page to this Representative Supplement by facsimile transmission or other electronic method shall be effective as delivery of a manually signed counterpart of this Representative Supplement.

SECTION 4. Except as expressly supplemented hereby, the Intercreditor Agreement shall remain in full force and effect.

ARTICLE 10 SECTION 5. THIS REPRESENTATIVE SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

A-II-2

SECTION 6. In case any one or more of the provisions contained in this Representative Supplement should be held invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the Intercreditor Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 7. All communications and notices hereunder shall be in writing and given as provided in of the Intercreditor Agreement. All communications and notices hereunder to the New Representative shall be given to it at the address set forth below its signature hereto.

SECTION 8. The Borrower agrees to reimburse each Representative for its reasonable and documented out-of-pocket expenses in connection with this Representative Supplement, including the reasonable fees, other charges and disbursements of counsel for such Representative, to the extent required in accordance with the applicable First Priority Secured Debt Documents and the Notes Secured Debt Documents.

SECTION 9. This Representative Supplement shall serve as an automatic joinder to the Security Agreement and Account Control Agreement. The New Representative by its signature below shall become subject to and bound by, the Security Agreement and Account Control Agreement with the same force and effect as if the New Representative had originally been named therein as a Representative, and the New Representative, on behalf of itself and such related Secured Parties, hereby agrees to all the terms and provisions of the Security Agreement and Account Control Agreement, applicable to it. The Security Agreement and Account Control Agreement is hereby incorporated herein by reference.

[SIGNATURE PAGES FOLLOW]

A-II-3

IN WITNESS WHEREOF, the New Representative and the First Priority Secured Debt Representative have duly executed this Representative Supplement to the Intercreditor Agreement as of the day and year first above written.

[NAME OF NEW REPRESENTATIVE], as
[    ] for the holders of [    ],
By:
	Name:
	Title:		Address for notices:
---
attention of:
Telecopy:		[    ],
---	---
as First Priority Secured Debt
Representative1,
By:
	Name:
	Title:

1 Each Representative to execute signature page.

Acknowledged by:

AZUL SECURED FINANCE LLP

By:
	Name:
	Title:

AZUL S.A,

as Parent Guarantor

By:
	Name:
	Title:

THE GUARANTORS LISTED ON SCHEDULE I HERETO

By:
	Name:
	Title:

SCHEDULE I

•Azul Linhas Aéreas Brasileiras S.A., a Brazilian corporation (sociedade por ações)

•IntelAzul S.A., a Brazilian corporation (sociedade por ações)

•ATS Viagens e Turismo Ltda. a Brazilian limited liability company (sociedade limitada)

•Azul IP Cayman Holdco Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands

•Azul IP Cayman Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands

A-II-6

Document

Exhibit 4.8
Execution Version

SUPPLEMENT NO. 1 (this “Representative Supplement”) dated as of July 20, 2023 to the INTERCREDITOR, COLLATERAL SHARING AND ACCOUNT AGREEMENT dated as of July 14, 2023 (the “Intercreditor Agreement”), among (i) AZUL SECURED FINANCE LLP, a Delaware limited liability partnership (the “Issuer”), (ii) AZUL S.A., a Brazilian corporation (the “Parent Guarantor”), (iii) the other Obligors party thereto as listed on Schedule I hereto, (iv) TMF BRASIL ADMINISTRAÇÃO E GESTÃO DE ATIVOS LTDA., as Brazilian collateral agent (the “Brazilian Collateral Agent”), (v) UMB Bank, N.A., as U.S. collateral agent and as trustee for the Notes (in such capacities, the “U.S. Collateral Agent” and the “Trustee,” respectively), (vi) AERCAP ADMINISTRATIVE SERVICES LIMITED, as representative of the AerCap Secured Parties (the “AerCap Representative”), (vii) VÓRTX DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS LTDA., as a representative of the Convertible Debentures Secured Parties (the “Convertible Debentures Representative”), and (viii) the additional Representatives from time to time a party thereto.

A.Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Intercreditor Agreement.

B.As a condition to the ability of the Issuer or any other Obligor to incur New First Priority Financing and to secure such New First Priority Financing with a Lien on Collateral ranking pari passu with the Liens on such Collateral securing the then- existing Notes Secured Obligations and First Priority Secured Obligations pursuant to the Intercreditor Agreement, the New First Priority Representatives in respect of such New First Priority Financing are required to become a Representative under, and such Additional First Priority Secured Debt and the related Secured Parties in respect thereof are required to become subject to and bound by, the Intercreditor Agreement. Section 8.07 of the Intercreditor Agreement provides that such New First Priority Representatives may become a Representative under, and such Additional First Priority Secured Debt and the related Secured Parties may become subject to and bound by, the Intercreditor Agreement, pursuant to the execution and delivery by the New First Priority Representatives of an instrument in the form of this Representative Supplement and the satisfaction of the other conditions set forth in Section 8.07 of the Intercreditor Agreement. The undersigned New First Priority Representatives (as identified on the signature pages hereto) (the “New Representatives”), as representatives in respect of the 11.930% Senior Secured First Out Notes due 2028 that are issued by the Issuer and guaranteed by the Parent Guarantor and the other Obligors governed by an indenture dated the date hereof between the Issuer, the Parent Guarantor, the other Obligors and the New Representatives, are executing this Representative Supplement in accordance with the requirements of the First Priority Secured Debt Documents and the Notes Secured Debt Documents.

Accordingly, each First Priority Secured Debt Representative and the New Representatives agree as follows:

SECTION 1. In accordance with Section 8.07 of the Intercreditor Agreement, the New Representatives by its signature below becomes a Representative under, and the related Additional First Priority Secured Debt and Secured Parties become subject to and bound by, the Intercreditor Agreement with the same force and effect as if the New Representatives had originally been named therein as a Representative, and the New Representatives, on behalf of itself and such Secured Parties, hereby agrees to all the terms and provisions of the Intercreditor Agreement applicable to it as a New First Priority Representative and to the related Secured Parties that it represents. Each reference to a “Representative” in the Intercreditor Agreement shall be deemed to include the New Representatives. The Intercreditor Agreement is hereby incorporated herein by reference.

SECTION 2. The New Representatives represent and warrant to the First Priority Secured Debt Representative and the other Secured Parties that (i) they have full power and authority to enter into this Representative Supplement, in their capacity as Trustee, Paying Agent, Transfer Agent, U.S. Collateral Agent and Brazilian Collateral Agent under the Indenture, dated as of July 20, 2023 among the Issuer, Parent Guarantor, the entities listed on Schedule I hereto, as guarantors, UMB Bank, N.A., and TMF Brasil Administração e Gestão de Ativos Ltda., (ii) this Representative Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms of such Agreement and (iii) the First Priority Secured Debt Documents relating to such Additional First Priority Secured Debt provide that, upon the New Representative’s entry into this Agreement, the Secured Parties in respect of such Additional First Priority Secured Debt will be subject to and bound by the provisions of the Intercreditor Agreement as Secured Parties.

SECTION 3. This Representative Supplement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Representative Supplement shall become effective when the U.S. Collateral Agent shall have received a counterpart of this Representative Supplement that bears the signatures of the New Representatives and each other First Priority Secured Debt Representative shall have received a counterpart of this Representative Supplement that bears the signature of the New Representatives. Delivery of an executed signature page to this Representative Supplement by facsimile transmission or other electronic method shall be effective as delivery of a manually signed counterpart of this Representative Supplement.

SECTION 4. Except as expressly supplemented hereby, the Intercreditor Agreement shall remain in full force and effect.

SECTION 5. THIS REPRESENTATIVE SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 8.08 OF THE INTERCREDITOR AGREEMENT APPLIES HEREIN MUTATIS MUTANDIS.

SECTION 6. In case any one or more of the provisions contained in this Representative Supplement should be held invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the Intercreditor Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 7. All communications and notices hereunder shall be in writing and given as provided in Section 8.09 of the Intercreditor Agreement.

SECTION 8. The Borrower agrees to reimburse each Representative for its reasonable and documented out-of-pocket expenses in connection with this Representative Supplement, including the reasonable fees, other charges and disbursements of counsel for such Representative, to the extent required in accordance with the applicable First Priority Secured Debt Documents and the Notes Secured Debt Documents.

SECTION 9. This Representative Supplement shall serve as an automatic joinder to the Security Agreement and Account Control Agreement. The New Representatives by their signature below shall become subject to and bound by, the Security Agreement and Account Control Agreement with the same force and effect as if the New Representatives had originally been named therein as a Representative, and the New Representatives, on behalf of itself and such related Secured Parties, hereby agrees to all the terms and provisions of the Security Agreement and Account Control Agreement, applicable to it. The Security Agreement and Account Control Agreement is hereby incorporated herein by reference.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the New Representatives and the First Priority Secured Debt Representatives have duly executed this Representative Supplement to the Intercreditor Agreement as of the day and year first above written.

UMB BANK, N.A., as New Representative and U.S. Collateral Agent for the holders of First Priority Secured Debt,
By:	/s/ Israel Lugo
	Name:	Israel Lugo
	Title:	Vice President
TMF BRASIL ADMINISTRAÇÃO E GESTÃO DE ATIVOS LTDA., as New Representative and Brazilian Collateral Agent for the holders of First Priority Secured Debt,
By:	/s/ Karla Fernanda
	Name:	Karla Fernanda
	Title:	Managing Director
UMB BANK, N.A., as First Priority Secured Debt Representative,
By:	/s/ Israel Lugo
	Name:	Israel Lugo
	Title:	Vice President
TMF BRASIL ADMINISTRAÇÃO E GESTÃO DE ATIVOS LTDA., as First Priority Secured Debt Representative,
By:	/s/ Karla Fernanda
	Name:	Karla Fernanda
	Title:	Managing Director

(Signature page to Joinder)

AERCAP ADMINISTRATIVE SERVICES LIMITED, as First Priority Secured Debt Representative,
By:	/s/ Vitor Barbosa
	Name:	Vitor Barbosa
	Title:	Attorney in fact
VÓRTX DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS LTDA., as First Priority Secured Debt Representative,
By:	/s/ Bruna Vasconcelos Monteiro
	Name:	Bruna Vasconcelos Monteiro
	Title:	Attorney-in-fact
By:	/s/ Andrey Atie Abdallah Hallak Gabriel
	Name:	Andrey Atie Abdallah Hallak Gabriel
	Title:	Attorney-in-fact

(Signature page to Joinder)

Acknowledged by:
AZUL SECURED FINANCE LLP
By:	Azul Linhas Aéreas Brasileiras S.A., as Managing Partner
By:	/s/ Raphael Linares Felippe
	Name:	Raphael Linares Felippe
	Title:	Attorney-in-Fact
AZUL S.A., as Parent Guarantor
By:	/s/ Thais Vieira Haberli
	Name:	Thais Vieira Haberli
	Title:	Attorney-in-Fact
AZUL LINHAS AÉREAS BRASILEIRAS S.A.<br>INTELAZUL S.A., as Obligors
By:	/s/ Raphael Linares Felippe
	Name:	Raphael Linares Felippe
	Title:	Attorney-in-Fact
ATS VIAGENS E TURISMO LTDA., as Obligors
By:	/s/ Thais Vieira Haberli
	Name:	Thais Vieira Haberli
	Title:	Attorney-in-Fact
AZUL IP CAYMAN HOLDCO LTD.
AZUL IP CAYMAN LTD., as Obligors
By:	/s/ John Peter Rodgerson
	Name:	John Peter Rodgerson
	Title:	Director

(Signature page to Joinder)

SCHEDULE I

•Azul Linhas Aéreas Brasileiras S.A., a Brazilian corporation (sociedade por ações)

•IntelAzul S.A., a Brazilian corporation (sociedade por ações)

•ATS Viagens e Turismo Ltda. a Brazilian limited liability company (sociedade limitada)

•Azul IP Cayman Holdco Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands

•Azul IP Cayman Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands

Document

Exhibit 4.9

SUPPLEMENT NO. 2 (this “Representative Supplement No. 2”) dated as of October 31, 2023 to the INTERCREDITOR, COLLATERAL SHARING AND ACCOUNT AGREEMENT dated as of July 14, 2023 (as supplemented by Supplement No. 1 dated as of July 20, 2023 (the “Representative Supplement No. 1”) and this Representative Supplement No. 2, the “Intercreditor Agreement”)), among (i) AZUL SECURED FINANCE LLP, a Delaware limited liability partnership (the “Issuer”), (ii) AZUL S.A., a Brazilian corporation (the “Parent Guarantor”), (iii) the other Obligors party thereto as listed on Schedule I hereto, (iv) TMF BRASIL ADMINISTRAÇÃO E GESTÃO DE ATIVOS LTDA., as Brazilian collateral agent (the “Brazilian Collateral Agent”), (v) UMB Bank, N.A., as U.S. collateral agent and as trustee for the Notes (in such capacities, the “U.S. Collateral Agent” and the “Trustee,” respectively), (vi) AERCAP ADMINISTRATIVE SERVICES LIMITED, as representative of the AerCap Secured Parties (the “AerCap Representative”), (vii) VÓRTX DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS LTDA., as a representative of the Convertible Debentures Secured Parties (the “Convertible Debentures Representative”), and (viii) the additional Representatives from time to time a party thereto.

Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Intercreditor Agreement.

WHEREAS, as a condition to the ability of the Issuer or any other Obligor to incur New First Priority Debt and to secure such New First Priority Debt with a Lien on Collateral ranking pari passu with the Liens on such Collateral securing the then- existing Notes Secured Obligations and First Priority Secured Obligations pursuant to the Intercreditor Agreement, the New First Priority Representatives in respect of such New First Priority Debt are required to become a Representative under, and such New First Priority Debt and the related Secured Parties in respect thereof are required to become subject to and bound by, the Intercreditor Agreement.

WHEREAS, Section 8.07 of the Intercreditor Agreement provides that such New First Priority Representatives may become a Representative under, and such New First Priority Debt and the related Secured Parties may become subject to and bound by, the Intercreditor Agreement, pursuant to the execution and delivery by the New First Priority Representatives of an instrument in a form set forth therein the satisfaction of the other conditions set forth in Section 8.07 of the Intercreditor Agreement.

WHEREAS, the representatives identified on the signature pages to the Representative Supplement No. 1 in respect of US$800,000,000 in aggregate principal amount of 11.930% Senior Secured First Out Notes due 2028 (the “Initial 2028 Notes”) that were issued by the Issuer, and are guaranteed by the Parent Guarantor and the other Obligors, and governed by an indenture dated as of July 20, 2023 between the Issuer, the Parent Guarantor, the entities listed on Schedule I hereto, UMB Bank, N.A., and TMF Brasil Administração e Gestão de Ativos Ltda. (the “Existing 2028 Notes Indenture”), executed the Representative Supplement No. 1 in accordance with the requirements of the First Priority Secured Debt Documents and the Notes Secured Debt Documents.

WHEREAS, the undersigned New First Priority Representatives (as identified on the signature pages hereto) (the “New Representatives”), as representatives in respect of the additional US$36,778,000 in aggregate principal amount of 11.930% Senior Secured First Out Notes due 2028 (the “New 2028 Notes”) that are issued by the Issuer, guaranteed by the Parent Guarantor and the other Obligors, fungible with the Initial 2028 Notes and issued pursuant to the Existing 2028 Notes Indenture as supplemented by the supplemental indenture dated as of the date hereof between the Issuer, the Parent Guarantor, the entities listed on Schedule I hereto and the New Representatives (the “Supplemental 2028 Notes Indenture”), are executing this Representative Supplement No. 2 in accordance with the requirements of the First Priority Secured Debt Documents and the Notes Secured Debt Documents.

NOW, THEREFORE, in respect of the New 2028 Notes, each First Priority Secured Debt Representative and the New Representatives agree as follows:

SECTION 1. In accordance with Section 8.07 of the Intercreditor Agreement, the New Representatives by its signature below becomes a Representative under, and the related New First Priority Debt in respect of the New 2028 Notes and Secured Parties become subject to and bound by, the Intercreditor Agreement with the same force and effect as if the New Representatives had originally been named therein as a Representative, and each of the New Representatives, on behalf of itself and such Secured Parties, hereby agrees to all the terms and provisions of the Intercreditor Agreement applicable to it as a New First Priority Representative and to the related Secured Parties that it represents. Each reference to a “Representative” in the Intercreditor Agreement shall be deemed to include the New Representatives. The Intercreditor Agreement is hereby incorporated herein by reference.

SECTION 2. The New Representatives represent and warrant to the First Priority Secured Debt Representative and the other Secured Parties that (i) they have full power and authority to enter into this Representative Supplement No. 2, in their capacity as Trustee, Paying Agent, Transfer Agent, U.S. Collateral Agent and Brazilian Collateral Agent under the Existing 2028 Notes Indenture as supplemented by the Supplemental 2028 Notes Indenture, (ii) this Representative Supplement No. 2 has been duly authorized, executed and delivered by the New Representatives and constitutes their legal, valid and binding obligation, enforceable against the New Representatives in accordance with the terms of this Representative Supplement No. 2, and (iii) the First Priority Secured Debt Documents relating to such New First Priority Debt provide that, upon the New Representative’s entry into this Agreement, the Secured Parties in respect of such New First Priority Debt will be subject to and bound by the provisions of the Intercreditor Agreement as Secured Parties.

SECTION 3. This Representative Supplement No. 2 may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Representative Supplement No. 2 shall become effective when the U.S. Collateral Agent shall have received a counterpart of this Representative Supplement No. 2 that bears the signatures of the New Representatives and each other First Priority Secured Debt Representative shall have received a counterpart of this Representative Supplement No. 2 that bears the signature of the New Representatives. Delivery of an executed signature page to this Representative Supplement No. 2 by facsimile transmission or other electronic method shall be effective as delivery of a manually signed counterpart of this Representative Supplement No. 2.

SECTION 4. Except as expressly supplemented hereby, the Intercreditor Agreement shall remain in full force and effect.

SECTION 5. THIS REPRESENTATIVE SUPPLEMENT NO. 2 SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 8.08 OF THE INTERCREDITOR AGREEMENT APPLIES HEREIN MUTATIS MUTANDIS.

SECTION 6. In case any one or more of the provisions contained in this Representative Supplement No. 2 should be held invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the Intercreditor Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 7. All communications and notices hereunder shall be in writing and given as provided in Section 8.09 of the Intercreditor Agreement.

SECTION 8. The Issuer agrees to reimburse each Representative for its reasonable and documented out-of-pocket expenses in connection with this Representative Supplement No. 2, including the reasonable fees, other charges and disbursements of counsel for such Representative, to the extent required in accordance with the applicable First Priority Secured Debt Documents and the Notes Secured Debt Documents.

SECTION 9. This Representative Supplement No. 2 shall serve as an automatic joinder to the Security Agreement and Account Control Agreement. The New Representatives by their signature below shall become subject to and bound by the Security Agreement and Account Control Agreement with the same force and effect as if the New Representatives had originally been named therein as a Representative, and each of the New Representatives, on behalf of itself and such related Secured Parties, hereby agrees to all the terms and provisions of the Security Agreement and Account Control Agreement, applicable to it. The Security Agreement and Account Control Agreement is hereby incorporated herein by reference.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the New Representatives and the First Priority Secured Debt Representatives have duly executed this Representative Supplement No. 2 to the Intercreditor Agreement as of the day and year first above written.

UMB BANK, N.A., as New Representative and U.S. Collateral Agent for the holders of First Priority Secured Debt,
By:	/s/ Israel Lugo
	Name:	Israel Lugo
	Title:	Vice President
TMF BRASIL ADMINISTRAÇÃO E GESTÃO DE ATIVOS LTDA., as New Representative and Brazilian Collateral Agent for the holders of First Priority Secured Debt,
By:	/s/ Diogo Rocha Malheiros
	Name:	Diogo Rocha Malheiros
	Title:	Director Capital Markets
UMB BANK, N.A., as First Priority Secured Debt Representative,
By:	/s/ Israel Lugo
	Name:	Israel Lugo
	Title:	Vice President
TMF BRASIL ADMINISTRAÇÃO E GESTÃO DE ATIVOS LTDA., as First Priority Secured Debt Representative,
By:	/s/ Diogo Rocha Malheiros
	Name:	Diogo Rocha Malheiros
	Title:	Director Capital Markets

(Signature page to Joinder)

AERCAP ADMINISTRATIVE SERVICES LIMITED, as First Priority Secured Debt Representative,
By:	/s/ Fabio Falkenburger
	Name:	Fabio Falkenburger
	Title:	Attorney in fact
VÓRTX DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS LTDA., as First Priority Secured Debt Representative,
By:	/s/ Bruna Vasconcelos Monteiro
	Name:	Bruna Vasconcelos Monteiro
	Title:	Attorney-in-fact
By:	/s/ Andrey Atie Abdallah Hallak Gabriel
	Name:	Andrey Atie Abdallah Hallak Gabriel
	Title:	Attorney-in-fact

(Signature page to Joinder)

Acknowledged by:
AZUL SECURED FINANCE LLP
By:	Azul Linhas Aéreas Brasileiras S.A., as Managing Partner
By:	/s/ Raphael Linares Felippe
	Name:	Raphael Linares Felippe
	Title:	Attorney-in-Fact
AZUL S.A., as Parent Guarantor
By:	/s/ Thais Vieira Haberli
	Name:	Thais Vieira Haberli
	Title:	Attorney-in-Fact
AZUL LINHAS AÉREAS BRASILEIRAS S.A., INTELAZUL S.A., as Obligors
By:	/s/ Raphael Linares Felippe
	Name:	Raphael Linares Felippe
	Title:	Attorney-in-Fact
AZUL VIAGENS E TURISMO LTDA., as Obligors
By:	/s/ Raphael Linares Felippe
	Name:	Raphael Linares Felippe
	Title:	Attorney-in-Fact
AZUL IP CAYMAN HOLDCO LTD., AZUL IP CAYMAN LTD., as Obligors
By:	/s/ Alexandre Wagner Malfitani
	Name:	Alexandre Wagner Malfitani
	Title:	Director

(Signature page to Joinder)

SCHEDULE I

•Azul Linhas Aéreas Brasileiras S.A., a Brazilian corporation (sociedade por ações)

•IntelAzul S.A., a Brazilian corporation (sociedade por ações)

•ATS Viagens e Turismo Ltda., a Brazilian limited liability company (sociedade limitada)

•Azul IP Cayman Holdco Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands

•Azul IP Cayman Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands

Document

Exhibit 8.1

Subsidiaries of Azul S.A.

The following chart lists each of our subsidiaries which we owned, directly or indirectly, as of the date of this annual report:

Entities	Country of incorporation
Azul Linhas Aéreas Brasileiras S.A. (ALAB)	Brazil
IntelAzul S.A. (formerly Tudo Azul S.A.)	Brazil
Azul Conecta Ltda. (formerly TwoTaxi Aéreo Ltda.)	Brazil
ATS Viagens e Turismo Ltda.	Brazil
Cruzeiro Participações S.A	Brazil
Azul Investments LLP	USA
Azul SOL LLC	USA
Azul Finance LLC	USA
Azul Finance 2 LLC	USA
Blue Sabiá LLC	USA
Canela Investments LLC	USA
Canela Turbo Three LLC	USA
Azul Saíra LLC	USA
Azul Secured Finance (a)	USA
ATSVP — Viagens Portugal, Unipessoal LDA (b)	Portugal
Azul IP Cayman Holdco Ltd. (c)	Cayman Islands
Azul IP Cayman Ltd. (c)	Cayman Islands

(a)Subsidiary incorporated in May 2023

(b)Subsidiary acquired in March 2023.

(c)Subsidiary incorporated in June 2023.

1

Document

Exhibit 12.1

CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) AS ADOPTED

UNDER SECTION 302 OF THE SARBANES-OXLEY ACT

I, John Peter Rodgerson, certify that:

1.I have reviewed this annual report on Form 20-F of Azul S.A. (the “company”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4.The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5.The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Barueri/SP, Brazil, May 15, 2024.

By:	/s/ John Peter Rodgerson
Name:	John Peter Rodgerson
Title:	Chief Executive Officer

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Exhibit 12.2

CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) AS ADOPTED

UNDER SECTION 302 OF THE SARBANES-OXLEY ACT

I, Alexandre Wagner Malfitani, certify that:

1.I have reviewed this annual report on Form 20-F of Azul S.A. (the “company”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4.The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5.The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Barueri/SP, Brazil - May 15, 2024.

By:	/s/ Alexandre Wagner Malfitani
Name:	Alexandre Wagner Malfitani
Title:	Chief Financial Officer and Investor Relations Officer

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Exhibit 13.1

Azul S.A.

Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002

Azul S.A. (the “company”) is filing with the U.S. Securities and Exchange Commission, on the date hereof, its annual report on Form 20-F for the fiscal year ended December 31, 2023 (the “Report”). Pursuant to Exchange Act Rules 13a - 14(b) or 15d - 14(b) and to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of the company hereby certifies, to such officer´s knowledge, that:

(a)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934;

and

(b)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the company.

Barueri/SP, Brazil - May 15, 2024.

By:	/s/ John Peter Rodgerson
Name:	John Peter Rodgerson
Title:	Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to the company and will be retained by the company and furnished to the U.S. Securities and Exchange Commission or its staff upon request.

Document

Exhibit 13.2

Azul S.A.

Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002

Azul S.A. (the “company”) is filing with the U.S. Securities and Exchange Commission, on the date hereof, its annual report on Form 20-F for the fiscal year ended December 31, 2023 (the “Report”). Pursuant to Exchange Act Rules 13a - 14(b) or 15d - 14(b) and to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of the company hereby certifies, to such officer´s knowledge, that:

(a)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934;

and

(b)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the company.

By:	/s/ Alexandre Wagner Malfitani
Name:	Alexandre Wagner Malfitani
Title:	Chief Financial Officer and Investor Relations Officer

Barueri/SP, Brazil, May 15, 2024.

A signed original of this written statement required by Section 906 has been provided to the company and will be retained by the company and furnished to the U.S. Securities and Exchange Commission or its staff upon request.

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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement Form F-3 No. 333-257584 of Azul S.A. of our reports dated May 15, 2024, with respect to the consolidated financial statements of Azul S.A., and the effectiveness of internal control over financial reporting of Azul S.A., included in this Annual Report (Form 20-F) for the year ended December 31, 2023.

/s/ ERNST & YOUNG Auditores Independentes S/S Ltda.

São Paulo, Brazil May 15, 2024

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Exhibit 97

AZUL S.A.

CNPJ/MF n. 09.305.994/0001-29

SCHEDULE II OF THE MINUTES OF THE EXTRAORDINARY

MEETING OF THE BOARD OF DIRECTORS

COMPANY’S CLAWBACK POLICY

The Board of Directors of Azul S.A. (the “Company”) has adopted this Dodd-Frank Clawback Policy (this “Policy”) in accordance with the applicable provisions of The New York Stock Exchange Listed Company Manual (the “Clawback Rules”), promulgated pursuant to the final rules adopted by the Securities and Exchange Commission enacting the clawback standards under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The Company’s Board of Directors (“Board”) is designated to administer this Policy, according to the recommendations of the Company’s Compensation Committee (the “Committee”).

Recovery of Erroneously Awarded Incentive Compensation. The Company shall comply with the Clawback Rules and reasonably promptly recover erroneously awarded compensation (as defined in the Clawback Rules) (“Erroneously Awarded Compensation”) received (as defined in the Clawback Rules) (“Received”) by current or former executive officers (as defined in the Clawback Rules) of the Company (“Covered Individuals”) in the event the Company is required to prepare an accounting restatement due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. A majority of the independent directors serving on the Board may determine not to not recover Erroneously Awarded Compensation pursuant to this Policy in circumstances where non-enforcement is expressly permitted by the Clawback Rules, including where recovery would violate applicable home country laws in effect before November 28, 2022.

Covered Individuals. The Executive Committee of the Company shall determine the Company’s Covered Individuals.

Exhibit 97

Covered Compensation. This Policy applies to the incentive-based compensation (as defined in the Clawback Rules) (“Incentive-based Compensation”) Received by a Covered Individual: (1) after such Covered Individual began service as an Executive Officer; (2) who served as an Executive Officer at any time during the performance period for that Incentive-based Compensation; (3) while the Company has a class of securities listed on a national securities exchange or a national securities association; and (4) during the three completed fiscal years immediately preceding the date that the Company is required to prepare an accounting restatement as described above (or during any transition period, that results from a change in the Company’s fiscal year, within or immediately following those three completed fiscal years, as determined in accordance with the Clawback Rules).

The amount of Incentive-based Compensation subject to this Policy is the Erroneously Awarded Compensation, which is be the amount of Incentive-based Compensation Received by a Covered Individual that exceeds the amount of Incentive-based Compensation that otherwise would have been Received by the Covered Individual had it been determined based on the restated amount (or otherwise determined in accordance with the Clawback Rules), and will be computed without regard to any taxes paid by the Covered Individual (or withheld from the Incentive-based Compensation). After analyzing the applicable Committee suggestions, the Board shall make all determinations regarding the amount of Erroneously Awarded Compensation.

Method of Recovery. A majority of the independent directors serving on the Board shall determine, in their sole discretion, the manner in which any Erroneously Awarded Compensation shall be recovered. Methods of recovery may include, but are not limited to: (1) seeking direct repayment from the Covered Individual; (2) reducing (subject to applicable law and the terms and conditions of the applicable plan, program or arrangement pursuant to which the incentive-based compensation was paid) the amount that would otherwise be payable to the Covered Individual under any compensation, bonus, incentive, equity and other benefit plan, agreement, policy or arrangement maintained by the Company or any of its affiliates; (3) cancelling any award (whether cash- or equity-based) or portion thereof previously granted to the Covered Individual; or (4) any combination of the foregoing.

No-Fault Basis. This Policy applies on a no-fault basis, and Covered Individuals will be subject to recovery under this Policy without regard to their personal culpability.

Exhibit 97

Other Company Arrangements. This Policy shall be in addition to, and not in lieu of, any other clawback, recovery or recoupment policy maintained by the Company from time to time, as well as any clawback, recovery or recoupment provision in any of the Company’s plans, awards or individual agreements (including the clawback, recovery and recoupment provisions in the Company’s equity award agreements) (collectively, “Other Company Arrangement”) and any other rights or remedies available to the Company, including termination of employment; provided, however, that there is no intention to, nor shall there be, any duplicative recoupment of the same compensation under more than one policy, plan, award or agreement. In addition, no Other Company Arrangement shall serve to restrict the scope or the recoverability of Erroneously Awarded Compensation under this Policy or in any way limit recovery in compliance with the Clawback Rules.

No Indemnification. Notwithstanding anything to the contrary set forth in any policy, arrangement, bylaws, charter, certificate of incorporation or plan of the Company or any individual agreement between a Covered Individual and the Company or any of its affiliates, no Covered Individual shall be entitled to indemnification from the Company or any of its affiliates for the amount that is or may be recovered by the Company pursuant to this Policy; provided, however, that to the extent expense advancement or reimbursement is available to a Covered Individual, this Policy shall not serve to prohibit such advancement or reimbursement.

Administration; Interpretation. Following the recommendations and suggestions of the Committee, the Board shall interpret and construe this Policy consistent with the Clawback Rules and applicable laws and regulation and shall make all determinations necessary, appropriate or advisable for the administration of this Policy. Any determinations made by the Board shall be final, binding and conclusive on all affected individuals. As required by the Clawback Rules, the Company shall provide public disclosures related to this Policy and any applicable recoveries of Erroneously Awarded Compensation. To the extent this Policy conflicts or is inconsistent with the Clawback Rules, the Clawback Rules shall govern. In no event is this Policy intended to be broader than, or require recoupment in addition to, that required pursuant to the Clawback Rules.

Amendment or Termination of this Policy. The Board have the right to amend this Policy at any time and for any reason, subject to applicable law and the Clawback Rules. To the extent that the Clawback Rules cease to be in force or cease to apply to the Company, this Policy shall also cease to be in force.

Approved and Adopted by the Board of Directors of Azul S.A. on November 30, 2023

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