EX-4.4



 Exhibit 4.4 
  

 
 Form Of Shareholders’
Agreement 
 by and among 

TRIP PARTICIPAÇÕES S.A., 

TRIP INVESTIMENTOS LTDA., 

RIO NOVO LOCAÇÕES LTDA., 

CALFINCO INC. 

HAINAN AIRLINES CO., LTD. 

and 
 DAVID
GARY NEELEMAN 
 and as intervening and consenting party, 

AZUL S.A. 
  

 

DATED [—], 2016 
  

 
  

 







 Shareholders’ Agreement 

This Shareholders Agreement (“Agreement”) is entered into by and among the following parties: 

By and among, 
 (a) TRIP
PARTICIPAÇÕES S.A., a corporation, with head office in the City of Cariacica, State of Espirito Santo, at Rodovia BR 262, Km 05, Campo Grande, CEP 29.145-901, registered as taxpayer under CNPJ/MF
No. 09.229.532/0001-70, herein represented by its undersigned legal representatives (“TRIP Participações”); 

(b) TRIP INVESTIMENTOS LTDA., a limited liability company, with head office in the City of Cariacica,
State of Espírito Santo, at Rodovia BR 262, Km 05, Campo Grande, CEP 29145-901, registered as taxpayer under CNPJ/MF No. 15.300.240/0001-89, herein represented by its undersigned legal representatives (“TRIP
Investimentos”); 
 (c) RIO NOVO LOCAÇÕES
LTDA., a limited liability company with head office in the City of Cariacica, State of Espirito Santo, at Rodovia BR 262, Km 6,3, Sala 208,, CEP 29.157-405, registered as taxpayer under CNPJ/MF
No. 04.373.710/0001-18, herein represented by its undersigned legal representatives (“Rio Novo” and, together with TRIP Participações and TRIP Investimentos, the “TRIP’s Shareholders”); 

(d) CALFINCO, INC. (“Calfinco”), a corporation organized under the laws of the State of Delaware, United
States of America, having its principal place of business at 233 South Wacker Dr, Chicago, IL 60606; 
 (e) HAINAN
AIRLINES CO., LTD., a limited company organized and existing under the laws of the People’s Republic of China, with its headquarters in the Haikou City, Hainan Province, at HNA Plaza, No. 7
Guoxing Road, with the Chinese Company Registration No. 460000400002151, herein represented by its undersigned legal representatives (“HNA”); and 

(f) DAVID GARY NEELEMAN, Brazilian, married, bearer of RG no. 53.031.273-6 SSP/SP,
registered in the CPF/MF under no. 744573731-68, undersigned (“Neeleman” and, together with TRIP’s Shareholders, Calfinco and HNA, “Shareholders” or “Parties” and each individually a
“Shareholder” or “Party” as appropriate); and 
 And in the capacity of intervening and consenting party, 

(f) AZUL S.A., a corporation with head office in the City of Barueri, State of São Paulo, at Av. Marcos Penteado de Ulhoa
Rodrigues, 939, 8th floor, Condominio Castelo Branco Office Park, Tamboré, Barueri, São Paulo, 06460-060, registered as taxpayer under CNPJ/MF No. 09.305.9994/0001-29, herein
represented by its undersigned legal representatives (the “Company”), 

  
 1 








 Preamble 

WHEREAS on May 25 2012, the TRIP’s Shareholders and Neeleman, among other parties, entered into an Investment
Agreement (“Investment Agreement”) through which they have established the general process of incorporation of the totality of shares issued by TRIP Linhas Aéreas S.A. (“TRIP”) into the Company, with the subsequent
subscription of new shares issued by the Company by the Shareholders of TRIP, with no extinction of TRIP, pursuant to terms of Article 252 of Federal Law No. 6,404 dated December 15, 1976 (as amended from time to time,
“Corporations Law”) (“Merger of Shares”). 
 WHEREAS Calfinco and the Company entered
into an Investment Agreement, dated as of June 26, 2015 (the “Calfinco Investment Agreement”), pursuant to which the Company agreed to issue and Calfinco agreed to subscribe for Class C Preferred Shares which were subsequently
mandatorily converted into Class A Preferred Shares in connection with the IPO (as defined below) of the Company. 

WHEREAS HNA and the Company entered into an Investment Agreement, dated as of [-], 2016 (the “HNA Investment
Agreement”), pursuant to which the Company agreed to issue and HNA agreed to subscribe for Class D Preferred Shares which were subsequently converted into Class A Preferred Shares. 

WHEREAS the Merger of Shares was effectually executed and formalized as of [-] 2012, and after several adjustment
operations in the exchange ratio of shares of the Company, pursuant to the terms of the Investment Agreement, as well as the conversion of several classes of preferred and common shares previously intended for a single class of common and preferred
shares, to those currently existing, the Shareholders have become, on this date, holders of the following proportion of Shares of the Company: 
  

									
	 Shareholder
	  	 Common
Shares
	  	 Percentage
of
Common
Shares
(%)
	  	 Preferred
Shares
	  	 Percentage
of
Preferred
Shares

(%)

	 Neeleman
	  	[—]	  	[—]	  	[—]	  	[—]
	 TRIP Participações
	  	[—]	  	[—]	  	[—]	  	[—]
	 TRIP Investimentos
	  	[—]	  	[—]	  	[—]	  	[—]
	 Rio Novo
	  	[—]	  	[—]	  	[—]	  	[—]
	 Calfinco
	  	[—]	  	[—]	  	[—]	  	[—]
	 HNA
	  	[—]	  	[—]	  	[—]	  	[—]
		  	  
	  	  
	  	  
	  	  

	 TOTAL
	  	[—]	  	100%	  	[—]	  	[—]
		  	  
	  	  
	  	  
	  	  


 WHEREAS the Company held on [-] its Initial Public Offering of Shares
(“IPO”), and pursuant to section 4.5 of the Investment Agreement, the Parties have assumed the reciprocal obligation to enter into this Agreement for the purpose of assigning each of TRIP’s Shareholders, Calfinco and HNA
certain and specific rights, to take effect only after the completion of the IPO, 

  
 2 








 NOW, THEREFORE, the Shareholders, pursuant to and for the purposes and
effects of Article 118 of the Corporations Law, agree to enter into this Agreement, which shall bind the Company, and shall be governed by the following clauses and conditions: 

SECTION I 

DEFINED TERMS AND INTERPRETATION 

 

	1.1	For the purposes of this Agreement: 

 (a) headings and titles shall not limit or affect in any
way the interpretation of the text, serving only for convenience and reference; 
 (b) the terms “include”, “including”
and similar shall be interpreted as if they were accompanied by the phrase “without limitation”; 
 (c) capitalized terms shall be
interpreted and shall have the meaning set forth throughout this Agreement, and shall equally apply to the singular and plural, masculine and feminine; 

(d) references to any documents or instruments include all of its addendums, restatements, consolidations and amendments, except as otherwise
expressly provided; 
 (e) references to legal provisions shall be interpreted as references to such provisions as altered, extended,
consolidated or restated, or as their application is changed from time to time by other norms, and shall include any provisions from which they originate (with or without amendments) and any decisions, regulations, instruments or other legal norms
subordinated thereto; 
 (f) except as otherwise provided, references to Chapters, Sections, Subsections, Items and Exhibits refer to
chapters, sections, subsections, items and exhibits attached to this Agreement. 
 For the purposes of this Agreement: 

(a) “Affiliate” shall mean, (a) in connection to a legal entity, (i) any individual or other entity holding,
directly or indirectly, control of such entity, (ii) any entity Controlled, directly or indirectly, by such person, or (iii) any entity directly or indirectly under common Control of such person; and (b) in connection to an
individual, (i) his direct descendent provided he/she is Brazilian, (ii) any entity that, directly or indirectly, is Controlled by the referred individual, the individual’s spouse, ascendants, descendants or direct relatives up to the
second degree. 
 (b) “Bylaws” means the bylaws of the Company; 

(c) “Class A Preferred Shares” means the Class A preferred shares issued by the Company prior to or in connection with an
initial public offering; 

  
 3 








 (d) “Class B Preferred Shares” means the Class B preferred shares issued by the
Company and converted into Class A Preferred Shares pursuant to the Bylaws; 
 (e) “Class C Preferred Shares” means the
Class C preferred shares issued by the Company and converted into Class A Preferred Shares pursuant to the Bylaws; 
 (f) “Class
D Preferred Shares” means the Class D preferred shares issued by the Company and converted into Class A Preferred Shares pursuant to the Bylaws; 

(g) “Common Shares” means the common shares issued by the Company; 

(h) “Control” means, subject to the legal definition of control set forth under Article 116 of the Corporations Law:
(a) the power to elect a majority of officers and to determine and carry out the policies and management of the entity in question, alone or together with other individuals involved in a shareholders agreement or similar voting agreement or
under common control, or (b) the direct or indirect ownership of at least fifty percent (50%) plus one (1) share / quota of total voting capital of the entity in question. Terms derived from Control, such as “Controlled”,
“Controller” and “under common Control” shall have a meaning analogous to Control. 
 (i) “Independent
Director” shall mean the Director that (a) has no connection to the Company and its Affiliates; (b) is not a controlling shareholder, a minority shareholder, spouse or relative up to the second degree of the director, and is not,
nor has been, for the three (3) preceding years, an employee of any company or entity related to the controlling shareholder or to the minority shareholder (except for those persons connected to public schools and/or research institutions);
(c) has not been, for the last three (3) years, an employee or officer of the Company and its Affiliates, or an employee or officer of the controlling shareholder, the minority shareholder or any entity Controlled by the Company;
(d) is not a supplier or buyer, directly or indirectly, of the Company’s services and/or products, to the extent that such may undermine the foregoing’s independence; (e) is not an employee, officer or director of any company or
entity that offers or demands services and/or products from/to the Company; (f) is not the spouse or relative up to the second degree of any officer or director of the Company; and (g) does not receive any remuneration from the Company,
other than that connected to the position of director (except for income resulting from interest rights in the share capital). 
 (j)
“Preferred Shares” means the preferred shares issued by the Company; 
 (k) “Subsidiary” means, in
connection to the Company, the companies in which the Company exercises Control; 
 SECTION II 

BOUND SHARES AND EXERCISE OF VOTING
RIGHTS 
 2.1 All Common Shares held by Shareholders (“Bound Common Shares”) and all Preferred Shares held by
Shareholders shall be bound to this Agreement. 

  
 4 








 2.2 The Shareholders are bound to exercise their voting right pertaining to the Shares at the General Meetings of
the Company in order to comply with terms and conditions hereof. 
 SECTION III 

BYLAWS 
 3.1 In case of
conflict or inconsistency between this Agreement and the Bylaws of the Company, this Agreement shall supersede, and the Shareholders shall, at the first General Meeting of the Company to be held after the identification of the conflict, which shall
be called and conducted within thirty (30) days following the identification of the referred conflict, alter the wording of the Bylaws in order to eliminate the identified conflict. In the event that such occurs, any Shareholder may call a
General Meeting for such purpose. 
 SECTION IV 

CORPORATE GOVERNANCE 

4.1 Composition of the Board of Directors. The Company shall be managed by the Board of Directors and by the Management. The Board of Directors of the
Company shall consist of a maximum of fourteen (14) members and their respective alternates, at least three of them qualified as Independent Directors, with a unified term of two (2) years, elected by the General Meeting of the Company,
reelection to be allowed. The Directors shall hold office until the election and investiture of their alternates, except in case of resignation during the term of office. 
  

	4.2	Appointment of Directors by TRIP’s Shareholders. 

 (a) As long as TRIP’s
Shareholders hold, together, at least twenty percent (20%) of the Bound Common Shares, TRIP’s Shareholders shall have the prerogative to: (i) appoint three (3) members of the Board of Directors of the Company and their respective
alternates; (ii) appoint any successors of the members appointed in subparagraph (i) above; and (iii) remove from the Board of Directors of the Company any member that TRIP’s Shareholders have appointed in accordance with
subparagraphs (i) and (ii) above. 
 (b) If TRIP’s Shareholders hold, together, at least ten percent (10%) of the Bound
Common Shares, but less than twenty percent (20%), TRIP’s Shareholders shall have the prerogative to: (i) appoint two (2) members of the Board of Directors of the Company and their respective alternates; (ii) appoint any
successors of the members appointed in subparagraph (i) above; and (iii) remove from the Board of Directors of the Company any member that TRIP’s Shareholders have appointed in accordance with subparagraphs (i) and
(ii) above. 
 (c) If TRIP’s Shareholders hold, together, at least five percent (5%) of the Bound Common Shares, but less than
ten percent (10%), TRIP’s Shareholders shall have the prerogative to: (i) appoint one (1) member of the Board of Directors of the Company and its respective alternate; (ii) appoint any successors of the member appointed in
subparagraph (i) above; and (iii) remove from the Board of Directors of the Company any member that TRIP’s Shareholders have appointed in accordance with subparagraphs (i) and (ii) above. 

  
 5 








 4.2.1 The persons appointed by TRIP’s Shareholders to hold office on the Board of Directors of the Company,
pursuant to the terms of Section 4.2 above, will not necessarily need, as a condition of their office, to qualify as Independent Directors. 
 4.2.2
Neeleman may remove the members of the Board of Directors appointed by TRIP’s Shareholders, if, after being nominated, these directors present a conflict of interest with the Company and upon notice submitted by Neeleman to TRIP’s
Shareholders. TRIP’s Shareholders shall upon the receipt of such notification, appoint a new director. Nevertheless, Neeleman shall not exercise this prerogative while the three directors appointed by TRIP’s Shareholders are
Mr. Décio Luiz Chieppe, Renan Chieppe or José Mário Caprioli dos Santos. 
 4.3 Appointment of Director by Calfinco. As
long as Calfinco holds at least fifty percent (50%) of the equivalent number of Preferred Shares into which the Class C Preferred Shares were converted as of June [•], 2015, Calfinco shall have the prerogative to (a) appoint one
(1) member to the Board of Directors, (b) appoint any successors of the member appointed in subparagraph (a) above; and (c) remove from the Board of Directors of the Company any member appointed in accordance with subparagraphs
(a) and (b) above. 
  

	4.4	Appointment of Directors by HNA. 

 (a) As long as HNA holds at least a twenty percent
(20%) economic interest in the Company and HNA owns the largest percentage economic interest in the Company, taking into account TRIP’s Shareholders as a single shareholding block, HNA shall have the prerogative to: (i) appoint three
(3) members of the Board of Directors of the Company and their respective alternates; (ii) appoint any successors of the members appointed in subparagraph (i) above; and (iii) remove from the Board of Directors of the Company any
member that HNA has appointed in accordance with subparagraphs (i) and (ii) above. 
 (b) If HNA holds at least a ten percent
(10%) economic interest in the Company, but less than a twenty percent (20%) economic interest in the Company, HNA shall have the prerogative to: (i) appoint two (2) members of the Board of Directors of the Company and their
respective alternates; (ii) appoint any successors of the members appointed in subparagraph (i) above; and (iii) remove from the Board of Directors of the Company any member that HNA has appointed in accordance with
subparagraphs (i) and (ii) above. 
 (c) If HNA holds at least a five percent (5%) economic interest in the Company, but less
than a ten percent (10%) economic interest in the Company, HNA shall have the prerogative to: (i) appoint one (1) member of the Board of Directors of the Company and its respective alternate; (ii) appoint any successors of the
member appointed in subparagraph (i) above; and (iii) remove from the Board of Directors of the Company any member that HNA has appointed in accordance with subparagraphs (i) and (ii) above. In any case, no director appointed by
HNA may be a U.S. citizen or resident. 
  

  
 6 








 4.5 Appointment of Directors by Neeleman. Subject to Sections 4.3, 4.4 and 4.5.2, while TRIP’s
Shareholders still have the right to appoint one or more directors according to Section 4.2 above, Neeleman has the prerogative to (a) appoint the remaining members of the Board of Directors of the Company and their respective alternates;
(b) appoint any successors of the members appointed in subparagraph (a) above; and (c) remove from the Board of Directors of the Company any members appointed in accordance with subparagraphs (a) and (b) above 

4.5.1 In the event that the other holders of Common Shares or Preferred Shares exercise their right pursuant to Article 141 of the Corporations Law, it
is agreed that the number of directors elected by such shareholders shall be deducted from the number of directors to which Neeleman has the right to appoint pursuant to Section 4.5 above. 

4.5.2 Among the members of the Board of Directors appointed by Neeleman, pursuant to terms of Section 4.5 above, (a) at least two (2) shall
qualify as Independent Directors; and (b) at least one shall be appointed to Neeleman by the shareholder holding the largest number of Preferred Shares (“Largest Shareholder of Preferred Shares”). In the event the Largest
Shareholder of Preferred Shares, for any reason, does not appoint a member to the Board of Directors of the Company in accordance with this Section 4.5.2, Neeleman shall request that the shareholder holding the second largest number of
Preferred Shares (“Second Largest Shareholder of Preferred Shares”) appoints a member to the Board of Directors of the Company. In the event, the Second Largest Shareholder of Preferred Shares fails to appoint for any reason a
member to the Board of Directors of the Company, Neeleman shall request that the shareholder holding the third largest number of Preferred Shares appoint a member of the Board of Directors of the Company, consecutively, until a holder of Preferred
Shares (excluding Neeleman) appoints a member of the Board of Directors. 
 4.6 Resolutions of the General Meeting. Except for matters for which the
holders of Preferred Shares hold the right to vote, in accordance with the Bylaws, all other decisions of General Meetings of the Company shall be made by the affirmative vote of holders of at least the majority of Common Shares. 

4.6.1 Notwithstanding the provisions of Section 4.5 above, as long as TRIP’s Shareholders hold, together, at least five percent (5%) of the
Common Shares, any changes to the Bylaws of the Company that, by amending the items listed below, may materially affect the rights of TRIP’s Shareholders, shall necessarily be approved by a majority of TRIP’s Shareholders: 

(a) the quorum required for decisions of the Board of Directors; 

(b) the powers of the Board of Directors of the Company; or 

(c) the rules for calling, installing or reducing powers and other provisions regarding the meetings of the Board of Directors. 

4.6.2 Notwithstanding Section 4.5 above, as long as TRIP’s Shareholders hold at least five percent (5%) of the Bound Common Shares, any changes
to the Bylaws of the Company that change the total number of directors of the Company’s Board of Directors, which must remain composed of fourteen (14) members, must necessarily be approved by a majority of TRIP’s Shareholders. 

  
 7 








 4.6.2.1 The Section above shall not apply in the case of an increase in the number of directors
of the Company where TRIP’s Shareholders’ representation on the Board is maintained in the same proportion. 
 4.7 Shareholders are obligated to
vote with their Shares in order to elect the members that are to join the Board of Directors, in accordance with the provisions of Sections 4.2, 4.3, 4.4 and 4.5 above. 

4.8 No individual bound (including as an investor, manager, officer, employee, consultant or representative) to any competitor of the Company and/or its
subsidiaries may be elected to join the Board of Directors of the Company, except for the case of an individual bound (including as an investor, manager, officer, employee, consultant or representative) to a Shareholder or any of its Affiliates.

 4.9 Conversion of TAP Bonds. David Neeleman, any of his Permitted Transferees or any company controlled by David Neeleman shall abstain from
voting in any resolution and from taking part in any decision related to the conversion of the TAP Bonds into TAP equity securities. 

SECTION V 

TRANSFER OF SHARES 

5.1 TRIP’s Shareholders’ Tag-Along Right. In the event that Neeleman intends to transfer a portion of the Bound Shares, he shall notify
TRIP’s Shareholders. When TRIP’s Shareholders receive a notification sent by Neeleman stating his intention to transfer a portion of his Bound Common Shares (“Transfer of Neeleman’s Shares”) to a third party, the
Notified TRIP’s Shareholders (“Notified TRIP’s Shareholders”) shall have the right to require that the Transfer of Neeleman’s Shares, object of the notice, also comprises a percentage of Bound Common Shares of their
ownership equivalent to the result of the division of (a) the number of Bound Common Shares to be transferred by Neeleman; by (b) the total number of Bound Common Shares held by Neeleman at the moment immediately prior to the referred
transaction, under the same conditions under which Neeleman intends to transfer his Bound Common Shares (the “TRIP’s Shareholders’ Tag-Along Right”). 

5.2 Neeleman’s Tag-Along Right. In the event that TRIP’s Shareholders intend to transfer a portion of the Bound Shares, they shall notify
Neeleman. When Neeleman receives a notice sent by any of the TRIP’s Shareholders of their intent to transfer a portion of the Bound Common Shares held by any of TRIP’s Shareholders (“Transfer of TRIP’s Shareholders’
Shares”) to a third party (“Notified Neeleman”), Notified Neeleman shall have the right to require that the transfer of the TRIP’s Shareholders’ Shares, object of the notification, also comprises a percentage of
Bound Common Shares of his ownership equivalent to the result of the division of (a) the number of Bound Common Shares to be Transferred by any of the TRIP’s Shareholders; by (b) the total number of Bound Common Shares held by
TRIP’s Shareholders at the moment immediately prior to the referred transaction, under the same conditions under which any of TRIP’s Shareholder intend to transfer their Bound Common Shares (the “Neeleman’s Tag-Along
Right”). 

  
 8 








 5.3 Transfer of Shares. If either Neeleman or TRIP’s Shareholders (the “Offered
Shareholder”), as the case may be, have chosen to exercise their Tag-Along Right, the other shareholder (the “Offering Shareholder”) may not validly complete any transfer unless the third party buyer acquires from the
Offered Shareholder, concurrently, the Bound Common Shares pursuant to the exercise of the referred right, under the same terms and conditions under which the buyer has agreed to acquire the Offered Shares, pursuant to Sections 5.1 and 5.2 above. In
the event that the Offered Shareholder fails to agree to enter into the definitive agreements under the same terms and conditions of the definitive agreements negotiated by the Offering Shareholder, the Offering Shareholder shall be free to complete
the Transfer. 
 5.4 Term for Closing. Whether or not the Tag-Along Right has been exercised by the Offered Shareholder according to the terms above,
the Offering Shareholder shall proceed with the transfer of the Offered Shares, and such transfer must be completed, preferably, within a period of one hundred twenty (120) days from the receipt of the notices set forth in Sections 5.1 and
5.2. After such period, if the transfer of the Offered Shares to the third party has not been completed and the Offering Shareholder still intends to Transfer Shares, the Offering Shareholder shall again follow the procedure set forth in
Sections 5.1 and 5.2 above. 
 5.5 TRIP’s Shareholders’ Right of First Offer. In the event that Neeleman intends to dispose of his
Bound Common Shares in such manner that, after such disposal or transfer, the Common Shares held by Neeleman come to represent less than fifty percent (50%) plus one (1) Common Shares issued by Azul Holding, in each subsequent disposal or
transfer of Common Shares (the “Neeleman’s Offered Shares”) Neeleman shall, primarily, before making any offer to any third party, inform and notify TRIP’s Shareholders in writing of such intention, specifying the terms
and conditions under which he intends to transfer the Neeleman’s Offered Shares, including the number of the Neeleman’s Offered Shares, the respective price per share, the payment terms and other relevant conditions of the desired transfer
(the “Neeleman’s Transfer Notice”). 
 5.6 TRIP’s Shareholders shall have a right of first offer to acquire the Offered Shares on
terms equal or superior to those specified by Neeleman and contained in the Neeleman’s Transfer Notice (the “TRIP’s Shareholders’ Right of First Offer”), whereby TRIP’s Shareholders shall send a written notice to
Neeleman (the “TRIP’s Shareholders’ Response Notice”) within sixty (60) days of receipt of the Neeleman’s Transfer Notice, informing whether they will exercise their TRIP’s Shareholders’ Right of First
Offer; the absence of such response to be interpreted as lack of interest in exercising such right. 
 5.7 The TRIP’s Shareholders’ Response
Notice shall be firm, irrevocable and irreversible. During the period of sixty (60) days of receipt by Neeleman of the TRIP’s Shareholders’ Response Notice, TRIP’s Shareholders shall buy and Neeleman shall sell the
Neeleman’s Offered Shares, which shall be free and clear of any liens, encumbrances or options, under the terms offered, binding the parties, as of now, to perform all acts and execute all documents necessary to formalize the referred
transaction (the “Closing of TRIP’s Shareholders’ Right of First Offer”). 
  

  
 9 








 5.8 If (a) TRIP’s Shareholders waive their TRIP’s Shareholders’ Right of First Offer,
(b) TRIP’s Shareholders fail to deliver a TRIP’s Shareholders’ Response Notice in accordance with the terms set forth in Section 5.6 above, or (c) the Closing of the TRIP’s Shareholders’ Right of First Offer
fails to comply with the terms of Section 5.7 above, Neeleman shall be free to transfer the Neeleman’s Offered Shares to third parties, provided that at a price per share superior to that specified and under conditions equal to or better
than those contained in the TRIP’s Shareholders’ Response Notice, and compliant with the TRIP’s Shareholders’ Tag-Along Right. The consummation of the acts necessary to implement the purchase and sale of the Neeleman’s
Offered Shares and their transfer to the referred third party shall be conducted within one hundred twenty (120) days from the expiration of the period of sixty (60) days set forth in Section 5.6 above. After such period, if Neeleman
still intends to transfer Common Shares, he shall again observe the procedure set forth in this Section V. 
 5.9 Neeleman’s Right of First
Offer. In the event that TRIP’s Shareholders intend to dispose of any of their Bound Common Shares (the “TRIP’s Shareholders’ Offered Shares”) TRIP’s Shareholders shall, primarily, before making any offer to
any third party, inform and notify Neeleman in writing of such intention, specifying the terms and conditions under which they intend to transfer the TRIP’s Shareholders’ Offered Shares, including the number of Offered Shares, the
respective price per share, the payment terms and other relevant conditions of the desired transfer (the “TRIP’s Shareholders’ Transfer Notice”). 

5.10 Neeleman shall have a right of first offer to acquire the TRIP’s Shareholders’ Offered Shares on terms equal or superior to those specified by
TRIP’s Shareholders and contained in the TRIP’s Shareholders’ Transfer Notice (the “Neeleman’s Right of First Offer”), whereby Neeleman shall send a written notice to TRIP’s Shareholders (the
“Neeleman’s Response Notice”) within sixty (60) days of receipt of the TRIP’s Shareholders’ Transfer Notice, informing whether he will exercise his Neeleman’s Right of First Offer; the absence of such
response to be interpreted as lack of interest in exercising such right. 
 5.11 The Neeleman’s Response Notice shall be firm, irrevocable and
irreversible. During the period of sixty (60) days of receipt by TRIP’s Shareholders of the Neeleman’s Response Notice, Neeleman shall buy and TRIP’s Shareholders shall sell the TRIP’s Shareholders’ Offered Shares,
which shall be free and clear of any liens, encumbrances or options, under the terms offered, binding the parties, as of now, to perform all acts and execute all documents necessary to formalize the referred transaction (the “Closing of
Neeleman’s Right of First Offer”). 
 5.12 If (a) Neeleman waives his Neeleman’s Right of First Offer, (b) Neeleman fails to
deliver a Neeleman’s Response Notice in accordance with the terms set forth in Section 5.10 above, or (c) the Closing of Neeleman’s Right of First Offer fails to comply with the terms of Section 5.11 above, TRIP’s
Shareholders shall be free to transfer the TRIP’s Shareholders’ Offered Shares to third parties, provided that at a price per share superior to that specified and under conditions equal to or better than those contained in the
Neeleman’s Response Notice, and compliant with the Neeleman’s Tag-Along Right. The consummation of the acts necessary to implement the purchase and sale of the TRIP’s Shareholders’ Offered Shares and their transfer to the
referred third party shall be conducted within one hundred twenty (120) days from the expiration of the period of sixty (60) days set forth in Section 5.10 above. After such period, if TRIP’s Shareholders still intend to transfer
Common Shares, they shall again observe the procedure set forth in this Section V. 

  
 10 








 5.13 Permitted Transfers; ANAC. The exercise of the Tag-Along Right, the TRIP’s Shareholders’
Right of First Offer and the Neeleman’s Right of First Offer shall not apply when the Transfer of the Bound Common Shares held by Neeleman or TRIP’s Shareholders, as applicable, is made to any of their Affiliates. Neeleman and TRIP’s
Shareholders shall observe, in any event, the need to submit any request for transfer of Shares to ANAC for prior approval. 

SECTION VI 

SPECIFIC PERFORMANCE 

6.1 Subject to the provisions of this Section VI, the Parties recognize that the attribution of losses and damages, although due and calculated in accordance
with applicable law, shall not constitute sufficient remedy for the breach of obligations hereunder, and any Shareholder may judicially require specific compliance with the defaulted obligation through court appointment, according to
Article 118 of the Corporations Law, as well as Articles 461, 461-A, 466-A to 466-C, 632 et seq., 642 et seq. and 646 et seq. of the Brazilian Civil Procedure Code. This Agreement, signed by two (2) witnesses,
constitutes an extrajudicial instrument on the basis of which execution proceedings may be started for all purposes and effects of Article 585, paragraph II of the Brazilian Civil Procedure Code. 

SECTION VII 

GOVERNING LAW AND ARBITRATION 

7.1 Governing Law. This Agreement shall be interpreted and governed in accordance with the laws of the Federative Republic of Brazil. 

7.2 Conflict Resolution. With the exception of disputes relating to obligations to pay which include judicial enforcement proceedings and that which
may require, at the outset, specific execution, all other disputes arising from or connected to this Agreement and its schedules, among others, which pertain to its validity, effectiveness, violation, interpretation, expiration, termination and its
consequences, shall be resolved by arbitration, pursuant to Law No. 9,307/96, as amended, upon the conditions that follow. 
 7.2.1 The dispute shall
be submitted to the International Chamber of Commerce (“Arbitration Center”) in accordance with its regulation (“Regulation”), effective as of the date of the request for initiation of arbitration. The arbitration
shall be conducted in Portuguese; provided, however, that if Calfinco or HNA are parties to the dispute, the arbitration shall be conducted in English. 

7.2.2 The arbitration shall be based in the City of São Paulo, State of São Paulo, where the arbitral decision shall be granted, and the
arbitrators are not authorized to rule based on equity, except for the settlement of the attorneys’ fees mentioned in Section 7.2.4 below. 
  

  
 11 








 7.2.3 The arbitration court (“Arbitration Court”) shall comprise three arbitrators registered in
the Brazilian Bar Association, where the applicant(s), on one hand, shall appoint one arbitrator, and the defendant, on the other, appoint a second arbitrator, which, by common agreement, appoint the third arbitrator who shall act as President of
the Arbitration Court. If either party fails to appoint an arbitrator and/or two (2) arbitrators appointed by the Parties fail to appoint the third arbitrator within thirty (30) days from the date set forth for such action, the President
of the Arbitration Center shall be responsible for appointing the third arbitrator in the manner set forth in its Regulation. 
 7.2.4 The Parties agree
that the Party upon which the adverse decision is imposed shall pay the fees and expenses incurred with the arbitrators and the Arbitration Center, if otherwise not established in the arbitration decision. The Parties shall bear the costs and fees
of their respective attorneys. 
 7.2.5 Each Party remains entitled to propose in the competent common judgment the legal measures aimed at obtaining
precautionary approvals for protection or safeguarding of rights or as preparation prior to the establishment of the Arbitration Court, such action not to be construed as a waiver of arbitration. For the exercise of court protections, the Parties
elect the jurisdiction of the City of São Paulo, State of São Paulo, judicial district of the capital, expressly waiving any other, as privileged as it may be. After the initiation of the Arbitration Court, such measures shall be
directed to the Arbitration Court. 
 7.2.6 The decisions of the arbitration shall be final and binding, not requiring court approval nor admitting any
appeal against the same, except for requests for correction and clarification before the Arbitration Court, pursuant to art. 30 of Law No. 9,307/96 and possible annulment action pursuant to art. 32 of Law No. 9,307/96. According to article
475-P of the Brazilian Civil Procedure Code, the execution of the judgment shall take place in the judicial district it was processed (the City of São Paulo, State of São Paulo, pursuant to Section 7.2.2 above), the execution
creditor being able to legally opt for the location where assets subject to expropriation are located or at the primary residence of the execution debtor. Each Party shall use its best efforts to ensure the expeditious and efficient completion of
the arbitration procedures. 
 7.2.7 Regardless of the nature of the dispute to be settled through arbitration, all Parties shall participate in it, either
as a party (when the dispute directly involves it as claimant or counterclaimant), or as an interested third party (when it may be, in any way, directly or indirectly affected by decisions to be made in the course or at the end of the procedure).
Likewise, the award shall be final and binding on all Parties, regardless of eventual refusal by any Party to participate in the arbitration procedure, either as a party or an interested third party. 

7.2.8 The arbitration shall be completed within the term of six (6) months, which may be extended upon justification by the Arbitration Court. 

7.2.9 The arbitration shall be confidential. 

  
 12 








 SECTION VIII 

GENERAL PROVISIONS 

8.1 Entire Agreement. This Agreement represents the entire understanding of the Parties regarding the subject matter and supersedes all prior
agreements, discussions and understandings with respect to the provisions hereof, subject to the terms of the Investment Agreement. 
 8.2 Irrevocability
and Irreversibility. The obligations herein are assumed by the Parties irrevocably and irreversibly. 
 8.3 Successors. This Agreement binds not
only the Parties but also their successors and permitted assigns, in any capacity, including, without limitation, in cases of merger and incorporation (including of shares) or spin-off of the Shareholders and the Company. 

8.4 Assignment. This Agreement and/or all rights, remedies, obligations or liabilities hereunder, by reason hereof, shall not be subject to assignment,
transfer or subrogation, in whole or in part, by any of the Shareholders, without the prior consent in writing by the other Shareholder. 
 8.5
Severability. In the event that any Chapter, Section, Subsection, Item, Exhibit, term or provision hereof is declared invalid or unenforceable pursuant to law, such invalidity or unenforceability shall not affect any other Chapters, Sections,
Subsections, Items, Exhibits, terms or provisions hereof, all of which shall remain in full force and effect. Upon determining which term or provision hereof is void or unenforceable, the Parties shall negotiate in good faith to amend this Agreement
so as to cause it to reflect, as much as possible, the real intention of the Parties, in a mutually acceptable form, so that the transaction contemplated herein is consummated as originally set forth, to the greatest possible extent. 

8.6 Waiver. No omission or delay by either Party in the exercise of its rights, powers or privileges specified herein shall be deemed a waiver, nor
shall any single or partial exercise specified herein prevent other or future exercises set forth herein, nor the exercise of other rights, powers or privileges. The rights and remedies specified herein shall be cumulative and non exclusive of any
right or remedy provided by law. 
 8.7 Novation. Any concession or tolerance of any Shareholder regarding (a) non-compliance or partial
compliance by the other Party, with any obligation pertaining hereto, (b) absence of requirement of compliance with a specific obligation, or, (c) the admission of compliance with an obligation in a different manner from that provided
herein, shall be considered mere liberality and shall not constitute, tacitly or implicitly, novation, enforceable precedent, tacit amendment of its terms, waiver of rights, redemption of obligations or right acquired by the other Shareholder. 

8.8 Amendments. Any provision hereof may be amended or waived provided that such amendment or waiver is made in writing and signed by all Parties. 


  
 13 








 8.9 Terms. All terms set forth herein shall be measured as provided in Article 184 of the Code of
Civil Procedure, i.e., excluding the day of beginning and including the maturity date. All terms set forth herein that expire on Saturdays, Sundays or holidays in the city of São Paulo, state of São Paulo, and the city of
Vitória, state of Espírito Santo, shall be automatically extended to the following business day. 
 8.10 Filing in the Headquarters of the
Company. This Agreement shall be filed at the Company’s headquarters, and the obligations and encumbrances resulting herefrom shall be recorded in accordance with Section 8.11 below, at the corresponding records, including, among
others, in the Registered Shares Register of the Company (or before the financial institution responsible for the bookkeeping of Shares, including the declaration of equity ownership), in accordance with and for the purposes of Article 118,
heading, and paragraph 1 of the Corporations Law. 
 8.11 Annotation. The Company shall ensure that a label with the text below is annotated on the
relevant pages of its Registered Shares Register (or at the financial institution responsible for the bookkeeping of Shares, including the declaration of equity ownership) and on any other records or certificates representing Shares under this
Agreement: 
 “THE TOTALITY OF SHARES HELD BY TRIP PARTICIPAÇÕES S.A., TRIP INVESTIMENTOS LTDA., RIO NOVO LOCAÇÕES LTDA.
AND DAVID GARY NEELEMAN ARE SUBJECT TO THE NORMS AND RESTRICTIONS SET FORTH IN THE SHAREHOLDERS AGREEMENT DATED [-], THE COPY OF WHICH IS AVAILABLE AT THE HEAD OFFICE OF THE COMPANY.” 

8.12 Notices. Except as otherwise expressly provided herein, all notices or communications to be sent by any Party to the other Parties shall be in
writing and shall be considered validly received when delivered personally, by certified mail, with return receipt, or by courier service; or by means of registry offices or courts; upon their receipt at the addresses listed below, or at
other addresses (including email addresses) or facsimile numbers as the Parties may provide each other through a notice in accordance with this Agreement: 

(a) to the Company: 
 Address: Av. Marcos Penteado de Ulhoa
Rodrigues, 939, 8th floor, Condominio Castelo Branco Office Park, Tamboré, Barueri, 06460-060 
 E-mail: john.rodgerson@voeazul.com.br 

Fax: (11) 4134-9800 
 To: John Rodgerson 

(b) to Trip Participações S.A.: 
 Address: Rod. BR
262, km. 5, Campo Grande, Cariacica/ES 
 E-mail: renanc@aguiabranca.com.br 

Fax: (27) 2125-6301 
 To: Renan Chieppe 

 

  
 14 








 (c) to Trip Investimentos Ltda.: 

Address: Rod. BR 262, km. 5, Campo Grande, Cariacica/ES 
 E-mail:
josemario@voeazul.com.br 
 Fax: (27) 2125-6301 
 To:
José Mário Caprioli dos Santos 
 (d) to Rio Novo Locações Ltda.: 

Address: Rod. BR 262, km. 6.3, sala 208, Campo Grande, Cariacica/ES 

E-mail: decio@aguiabranca.com.br 
 Fax: (27) 2125-6304 

To: Décio Luiz Chieppe 
 (e) to CALFINCO Inc. 

Address: 233 S. Wacker Dr., Chicago, Illinois 60606, U.S.A. 

E-mail: gerry.laderman@united.com 
 Fax: +1 (872) 825-3321

 To: Gerald Laderman 
 with a copy to (which shall not
constitute notice): 
 Address: 233 S. Wacker Dr., Chicago, Illinois 60606, U.S.A. 

E-mail: thomas.bolling@united.com 
 Fax: +1 (872) 825-0309

 To: Thomas N. Bolling 
 (f) to Hainan Airlines Co., Ltd.

 Address: HNA Plaza, No. 7 Guoxing Road, Haikou City, Hainan Province, China 

E-mail: ke-zhao3@hnair.com 
 Fax: +86 (898) 68875300 

To: Zhao Ke 
 with a copy to (which shall not constitute notice):

 Address: One South Dearborn Chicago, IL 60603 
 E-mail:
pjha@sidley.com 
 Fax: +1 (312) 853-4161 
 To: Pran Jha

 (g) to David Gary Neeleman: 
 Address: Av. Marcos Penteado
de Ulhoa Rodrigues, 939, 8th floor, Condominio Castelo Branco Office Park, Tamboré, Barueri, 06460-060 
 E-mail: john.rodgerson@voeazul.com.br 

Fax: (11) 4134-9800 
 To: John Rodgerson 

  
 15 








 8.12.1 The Parties undertake to maintain, throughout the term of this Agreement, the data referred to in this
Section 8.12 correct, sufficient, accurate and updated. Any alteration must be preceded by prior notice in writing to the other Parties, pursuant to terms hereof. 

8.13 Validity. This Agreement shall enter into force on the date of signature and shall remain valid and in force (a) for a period of twenty
(20) years; or (b) until the date when TRIP’s Shareholders hold less than five percent (5%) of Common Shares, whichever occurs first. 

In witness whereof, the Parties sign this Agreement in five (5) counterparts of equal form and content, before two (2) witnesses. 

São Paulo, [—]. 

(The remainder of this page intentionally left blank) 

  
 16 








 (Signature page of the Shareholders Agreement) 

 

			
	 TRIP Participações S.A.
	  	
		  	
	  
	  	  

	 Name:
	  	Name:
	 Position:
	  	Position:
		  	
		
	 TRIP INVESTIMENTOS LTDA.
	  	
		  	
	  
	  	  

	 Name:
	  	Name:
	 Position:
	  	Position:
		  	
		
	 RIO NOVO LOCAÇÕES LTDA.
	  	
		  	
	  
	  	  

	 Name:
	  	Name:
	 Position:
	  	Position:
		  	
		
	 CALFINCO, Inc.
	  	
		  	
	  
	  	  

	 Name:
	  	Name:
	 Position:
	  	Position:
		  	
		
	 HAINAN AIRLINES Co., LTD.
	  	
		  	
	  
	  	  

	 Name:
	  	Name:
	 Position:
	  	Position:
		  	
		
	 DAVID GARY NEELEMAN
	  	
		  	
	  
	  	
		  	
		
	 AZUL S.A.
	  	
		  	
	  
	  	
	 Name:
	  	
	 Position:
	  	
		  	
		
	 Witnesses:
	  	
		  	
	  
	  	  

	 Name:
	  	Name:
	 RG:
	  	RG: