TASK DEFINITION: In this task, you're given a passage that represents a legal contract or clause between multiple parties. Your job is to write questions that ask the basic details corresponding to the legal contracts or clauses. Avoid questions that can be answered correctly without actually understanding the paragraph, and which might have multiple answers. The answer to each question should be unambiguous.
PROBLEM: PACIFICAP ENTERTAINMENT Agreement with THE HENRY FILM AND ENTERTAINMENT CORPORATION

CONFIDENTIAL

Page 1 of 6

CONTENT LICENSE AGREEMENT

This Content License Agreement is between THE HENRY FILM AND ENTERTAINMENT CORPORATION, located at 2809 Unicornio, Carlsbad, CA, 92009 and PACIFICAP ENTERTAINMENT' located at 12868 Via Latina, Del Mar, CA 92014

Licensor: PACIFICAP ENTERTAINMENT Licensee THE HENRY FILM AND ENTERTAINMENT CORPORATION

THIS CONTENT LICENSE AGREEMENT (the Agreement.) is made as of this 3rd day of November, 2005 In consideration of the mutual, promises contained herein, the parties agree as follows:

GRANT OF LICENSE

Subject to the terms and conditions of this Agreement, PACIFICAP ENTERTAINMENT hereby grants to THE HENRY FILM AND ENTERTAINMENT CORPORATION, under PACIFICAP ENTERTAINMENT'S full ownership and or fully authorized licensing Rights of Content

  (a) A 10 year exclusive, worldwide license to use, modify, reproduce, distribute, display and transmit any and all PACIFICAP ENTERTAINMENT nostalgic television show library Content. The Pacificap Entertainment Content shall be used to create a number of television shows, DVD Magazines, Internet Streaming Video Television Shows, Television Shorts, Radio Shows, Radio Shorts, Cell Phone Video Clips. Caller ID Video Clips, Promotional Commercials, Websites, Streaming Video Commercials, Streaming Video Highlight Shows, 24 Hour Nostalgia Sports Network, DVD Program Package, Television Show Series, stock footage library, and print promotional posters

PACIFICAP ENTERTAINMENT AGREES that all television shows, DVD Magazines, Internet Streaming Video Television Shows, Television Shorts, Radio Shows, Radio Shorts, Cell Phone Video Clips, Caller ID Video Clips, Promotional Commercials, Websites, Streaming Video Commercials, Streaming Video Highlight Shows, 24 Hour Nostalgia Sports Network, DVD Program Package, Television Show Series, stock footage library, and print promotional posters, created and or produced with any content provided by PACIFICAP ENTERTAINMENT are wholly owned by THE HENRY FILM AND ENTERTAINMENT CORPORATION.

PACIFICAP ENTERTAINMENT agrees to also allow THE HENRY FILM AND ENTERTAINMENT CORPORATION the right to redistribute, reproduce, retransmit, disseminate, sell, publish, broadcast or circulate the information contained in such PACIFICAP ENTERTAINMENT Content. THE HENRY FILM AND ENTERTAINMENT CORPORATION agrees to use its best efforts to restrict the uses of PACIFICAP ENTERTAINMENT Content by visitors to its Web Pages to personal use of such Content and not for further commercial redistribution.

NOTICES: PACIFICAP ENTERTAINMENT will not alter or impair any acknowledgment of copyright or other Intellectual Property Rights of THE HENRY FILM AND ENTERTAINMENT CORPORATION, that may appear in the PACIFICAP ENTERTAINMENT website and the PACIFICAP ENTERTAINMENT Brand Features, including all copyright, trademark and similar notices that THE HENRY FILM AND ENTERTAINMENT CORPORATION may reasonably request.

Initialed THE HENRY FILM AND ENTERTAINMENT CORPORATION:_______

Initialed PACIFICAP ENTERTAINMENT:______ Page 1 of 6



Source: PACIFICAP ENTERTAINMENT HOLDINGS INC, 8-K/A, 11/15/2005







PACIFICAP ENTERTAINMENT Agreement with THE HENRY FILM AND ENTERTAINMENT CORPORATION...

CONFIDENTIAL

Page 2of 6

All notices, requests, demands, reports or other communications under this Agreement shall be in writing and may be sent by mail, facsimile, or authorized electronic address to the offices specified below. Notices hereunder shall be directed to: For PACIFICAP ENTERTAINMENT: Attention Ed Litwak, Pacificap, Entertainment Inc., 12868 Via Latina, Del Mar, CA 92014 Email Address COSM@sbcglobal.net. For THE HENRY FILM AND ENTERTAINMENT CORPORATION, notices shall be sent to the attention of Michael Henry, Executive Producer, 2809 Unicornio, Carlsbad, CA 92009 Email Address 3impact@adelphia.net.

DELIVERY OF PACIFICAP ENTERTAINMENT CONTENT AND SHARED REVENUE

PACIFICAP ENTERTAINMENT'S RESPONSIBILITIES. PACIFICAP ENTERTAINMENT will be responsible for the delivery of all requested content less shipping and handling. Content will be delivered in the digital media form of DVCAM or other requested digital format. PACIFICAP ENTERTAINMENT will provide on-going assistance to THE HENRY FILM AND ENTERTAINMENT CORPORATION, with regard to technical, administrative and service-oriented issues relating to the utilization, transmission and maintenance of the PACIFICAP ENTERTAINMENT Content, as THE HENRY FILM AND ENTERTAINMENT CORPORATION may reasonably request. PACIFICAP ENTERTAINMENT will use its reasonable best efforts to ensure that the PACIFICAP ENTERTAINMENT Content is available at the request of THE HENRY FILM AND ENTERTAINMENT CORPORATION.

SHARED REVENUE: In lieu of PACIFICAP ENTERTAINMENT granting a 10 year Exclusive Content License to THE HENRY FILM AND ENTERTAINMENT CORPORATION, THE HENRY FILM ANDENTERTAINMENT CORPORATION agrees to share 10% of the net revenue from any and all advertising sales, Syndication Fees and Licensing fees generated from all television shows, DVD Magazines, Internet Streaming Video Television Shows, Television Shorts, Radio Shows, Radio Shorts, Cell Phone Video Clips, Caller ID Video Clips, Promotional Commercials, Websites, Streaming Video Commercials, Streaming Video Highlight Shows, 24 Hour Nostalgia Sports Network, DVD Program Package, Television Show Series, stock footage library, and print promotional posters, created and or produced with any content provided by PACIFICAP ENTERTAINMENT.

Revenue is described as all revenue generated from all content including broadcast and disk media, print and online properties. Net Revenue is the portion of revenue left after all costs associated with production, advertising, promotion and commissions which constitute the costs of sale.

Within 30 days of the end of each quarter during the term of this agreement, PACIFICAP ENTERTAINMENT shall receive from THE HENRY FILM AND ENTERTAINMENT CORPORATION, a detailed accounting statement showing Net Due and Paid Shared Revenues for that quarter and shall remit to PACIFICAP ENTERTAINMENT its share of such revenues.

PERFORMANCE: In lieu of PACIFICAP ENTERTAINMENT granting a 10 year Exclusive Content License to THE HENRY FILM AND ENTERTAINMENT CORPORATION, THE HENRY FILM AND ENTERTAINMENT CORPORATION agrees to share a minimum of $50,000.00 annually for each year of this Agreement. In the event of THE HENRY FILM AND ENTERTAINMENT CORPORATION, not fulfilling this minimum PERFORMANCE, PACIFICAP ENTERTAINMENT may cancel this Agreement

Initialed THE HENRY FILM AND ENTERTAINMENT CORPORATION:______

Initialed PACIFICAP ENTERTAINMENT:______

Page 2 of 6



Source: PACIFICAP ENTERTAINMENT HOLDINGS INC, 8-K/A, 11/15/2005







PACIFICAP ENTERTAINMENT Agreement with THE HENRY FILM AND ENTERTAINMENT CORPORATION

CONFIDENTIAL

Page 3 of 6

INDEMNIFICATION

PACIFICAP ENTERTAINMENT, at its own expense, will indemnify, defend and hold harmless Michael Henry, THE HENRY FILM AND ENTERTAINMENT CORPORATION, its Affiliates and their employees, representatives, agents and agent affiliates, against any claim, suit, action, or other proceeding brought against THE HENRY FILM AND ENTERTAINMENT CORPORATION, or an Affiliate based on or arising from any claim that PACIFICAP ENTERTAINMENT Content as delivered to THE HENRY FILM AND ENTERTAINMENT CORPORATION or any PACIFICAP ENTERTAINMENT Brand Feature infringes in any manner any third party Ownership Rights or Ownership Issues, Intellectual Property Right of any third party or contains any material or information that is defamatory, libelous, slanderous, that violates any person's right of publicity, privacy or personality, or has otherwise resulted in any injury, damage or harm to any person; provided, however, that in any such case: (x) THE HENRY FILM AND ENTERTAINMENT CORPORATION provides PACIFICAP ENTERTAINMENT with prompt notice of any such claim; (y) PACIFICAP ENTERTAINMENT permits THE HENRY FILM AND ENTERTAINMENT CORPORATION. . to assume and control the defense of such action, with counsel chosen by PACIFICAP ENTERTAINMENT (who shall be reasonably acceptable to THE HENRY FILM AND ENTERTAINMENT CORPORATION. .); and (z) THE HENRY FILM AND ENTERTAINMENT CORPORATION does not enter into any settlement or compromise of any such claim without PACIFICAP ENTERTAINMENT'S prior written consent. PACIFICAP ENTERTAINMENT will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by Michael Henry, Melba Henry, THE HENRY FILM AND ENTERTAINMENT CORPORATION or any employees, representatives, agents and agent affiliates in connection with or arising from any such claim, suit, action or proceeding.

TERM AND TERMINATION

INITIAL TERM AND RENEWALS: This Agreement will become effective as of the last date of signature (Effective Date) and shall, unless sooner terminated as provided below or as otherwise agreed, remain effective for an initial term of 10 Years following the first date of public availability of the PACIFICAP ENTERTAINMENT Content within a THE HENRY FILM AND ENTERTAINMENT CORPORATION Property (the Initial Term). After the Initial Term, this Agreement will be automatically renewed for successive additional 3~year periods (Extension Terms), unless otherwise terminated by either party by giving notice to the other party not less than sixty (60) days prior to the end of a Term. As used herein, the Term means the Initial Term and any Extension Term(s).

TERMINATION FOR CAUSE: Notwithstanding the foregoing, this Agreement may be terminated by either party immediately upon notice if the other party: (w) becomes insolvent; (x) files a petition in bankruptcy; (y) makes an assignment for the benefit of its creditors; or (z) breach any of its obligations under this Agreement in any material respect, which breach is not remedied within thirty (30) days following written notice to such party.

EFFECT OF TERMINATION: Any termination shall be without any liability or obligation of the terminating party, other than with respect to any breach of this Agreement prior to termination. The provisions relating to property rights and confidentiality shall survive any termination or expiration of this Agreement. All revenue sharing ceases with the termination of this Agreement.

Initialed THE HENRY FILM AND ENTERTAINMENT CORPORATION:______

Initialed PACIFICAP ENTERTAINMENT:______

Page 3 of 6



Source: PACIFICAP ENTERTAINMENT HOLDINGS INC, 8-K/A, 11/15/2005







PACIFICAP ENTERTAINMENT Agreement with THE HENRY FILM AND ENTERTAINMENT CORPORATION..

CONFIDENTIAL Page 4 of 6

PACIFICAP ENTERTAINMENT and THE HENRY FILM AND ENTERTAINMENT CORPORATION hereby acknowledge that each of them may have access to confidential and proprietary information, which relates to the other party's business (the Confidential Information). Such information shall be identified as confidential at the time of disclosure. Each party agrees to preserve and protect the confidentiality of the Confidential Information and not to disclose or use any applicable Confidential Information without the prior written consent of the other party; provided, however, that any party hereto may disclose to any other party or use any information which is: (i) already publicly known; (ii) discovered or created independently of any involvement with such party; (iii) otherwise learned through legitimate means other than from such party; or (iv) independently created by the receiving party without reference to the other party's confidential information. Moreover, any party hereto may disclose any Confidential Information hereunder to such party's agents, attorneys and other representatives or any court or competent jurisdiction or any other party empowered hereunder as reasonably required to resolve any dispute between the parties hereto. Both parties agree all aspects of this contract are confidential and shall not be disclosed to any third party.

BOTH THE HENRY FILM AND ENTERTAINMENT CORPORATION and PACIFICAP ENTERTAINMENT acknowledges and agrees that: (i) as between PACIFICAP ENTERTAINMENT on the one hand, and THE HENRY FILM AND ENTERTAINMENT CORPORATION and its Affiliates on the other, THE HENRY FILM AND ENTERTAINMENT CORPORATION owns all right, title and interest in any THE HENRY FILM AND ENTERTAINMENT CORPORATION Property and THE HENRY FILM AND ENTERTAINMENT CORPORATION Brand Features; (ii) nothing in this Agreement shall confer in PACIFICAP ENTERTAINMENT any license or right of ownership in THE HENRY FILM AND ENTERTAINMENT CORPORATION Brand Features; and (iii) PACIFICAP ENTERTAINMENT shall not now or in the future contest the validity of THE HENRY FILM AND ENTERTAINMENT CORPORATION. Brand Features.

PUBLIC ANNOUNCEMENTS The parties will cooperate to create any and all appropriate public announcements relating to the relationship set forth in this Agreement. Neither party shall make any public announcement regarding the existence or Content of this Agreement without the other party's prior written approval and consent.

THE HENRY FILM AND ENTERTAINMENT CORPORATION will, when appropriate, mention PACIFICAP ENTERTAINMENT as Content Provided By in relevant credits and advertising including but not limited to print, television, radio and online; promotion and public relations. THE HENRY FILM AND ENTERTAINMENT CORPORATION will mention PACIFICAP ENTERTAINMENT Content when other third party providers of data to THE HENRY FILM AND ENTERTAINMENT CORPORATION are mentioned in relevant advertising, promotion and public relations.

FUTURE COOPERATION:  THE HENRY FILM AND ENTERTAINMENT CORPORATION and PACIFICAP ENTERTAINMENT will keep each other apprised of productions and other developments that may enhance the relationship between THE HENRY FILM AND ENTERTAINMENT CORPORATION and PACIFICAP ENTERTAINMENT; including but not limited to new productions development by THE HENRY FILM AND ENTERTAINMENT CORPORATION that may be valuable to PACIFICAP ENTERTAINMENT. PACIFICAP ENTERTAINMENT and THE HENRY FILM AND ENTERTAINMENT CORPORATION agree that future cooperation may be valuable to both parties, and that the parties will discuss s h future cooperation each quarter or as warranted.

Initialed THE HENRY FILM AND ENTERTAINMENT CORPORATION:___

Initialed PACIFICAP ENTERTAINMENT:_____ Page 4of 6



Source: PACIFICAP ENTERTAINMENT HOLDINGS INC, 8-K/A, 11/15/2005







PACIFICAP ENTERTAINMENT Agreement with THE HENRY FILM AND ENTERTAINMENT CORPORATION…

CONFIDENTIAL Page 5 of 6

ALL DISPUTES ARISING OUT OF THIS AGREEMENT SHALL BE SETTLED VIA BINDING ARBITRATION ACCORDING TO THE RULES AND REGULATIONS SET FORTH BY THE AMERICAN ARBITRATION ASSOCIATION IN SAN DIEGO COUNTY , THE STATE OF CALIFORNIA.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date first written above.

PACIFICAP ENTERTAINMENT INC.  (Licensor)

Signed________________________________________________________________ Name: Ed Litwak Title:  Chairman

Date:_______________________

And

THE HENRY FILM AND ENTERTAINMENT CORPORATION (Licensee)

Signed______________________________________ Name: Michae1 Henry Title:  Chairman

Date:____________________________

Initialed THE HENRY FILM AND ENTERTAINMENT CORPORATION:____

Initialed PACIFICAP ENTERTAINMENT:______

PACIFICAP ENTERTAINMENT Agreement with THE HENRY FILM AND ENTERTAINMENT CORPORATION… CONFIDENTIAL Page 5 of 6

Witnessed By

Signed ._______________________________________________________ William R. Sickert 7052 Partridge Place Carlsbad, CA 92009



PACIFICAP ENTERTAINMENT Agreement with THE HENRY FILM AND ENTERTAINMENT CORPORATION

CONFIDENTIAL Page 6 of 6

EXHIBIT A

TO: PACIFICAP ENTERTAINMENT INC. CONTENT LICENSE AGREEMENT

PACIFICAP ENTERTAINMENT INC. MARK USAGE GUIDELINES

Source: PACIFICAP ENTERTAINMENT HOLDINGS INC, 8-K/A, 11/15/2005





DEFINITIONS

Advertising Rights shall mean the advertising and promotional rights sold or licensed with respect to Content included properties.

Affiliates shall mean any company or any other entity worldwide, including, without limitation, corporations, partnerships, joint ventures, and Limited Liability Companies, in which THE HENRY FILM AND ENTERTAINMENT CORPORATION owns at least a five percent ownership, equity, or financial interest.

THE HENRY FILM AND ENTERTAINMENT CORPORATION Brand Features shall mean all trademarks, service marks, logos and other distinctive brand features of THE HENRY FILM AND ENTERTAINMENT CORPORATION that are used in or relate to a THE HENRY FILM AND ENTERTAINMENT CORPORATION Property or Content, including, without limitation, the trademarks, service marks and logos described.

PACIFICAP ENTERTAINMENT Content shall mean, collectively, all materials, data, and similar information collected and owned by PACIFICAP ENTERTAINMENT, which is a collection of television shows, clips, movies, recordings and photos.

THE HENRY FILM AND ENTERTAINMENT CORPORATION Properties shall mean any of THE HENRY FILM AND ENTERTAINMENT CORPORATION produced, created, branded or co branded media properties.

Content Shows/Programming shall mean those productions in any THE HENRY FILM AND ENTERTAINMENT CORPORATION Property that contain PACIFICAP ENTERTAINMENT Content.

Intellectual Property Rights shall mean all rights in and to trade secrets, patents, copyrights, trademarks, know- how, as well as moral rights and similar rights of any type under the laws of any governmental authority, domestic or foreign.

Internet shall mean the collection of computer networks commonly known as the Internet, and shall include, without limitation, the World Wide Web.

PACIFICAP ENTERTAINMENT Agreement with THE HENRY FILM AND ENTERTAINMENT CORPORATION CONFIDENTIAL Page 6 of 6

Initialed THE HENRY FILM AND ENTERTAINMENT CORPORATION:____

Initialed PACIFICAP ENTERTAINMENT:____

Source: PACIFICAP ENTERTAINMENT HOLDINGS INC, 8-K/A, 11/15/2005

SOLUTION: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?

PROBLEM: Exhibit 10.8

Services Agreement

Oaktree Capital Management, L.P.

and

Oaktree Capital Management (International) Limited

September 2018

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THIS SERVICES AGREEMENT (this Agreement) is made on 25 September 2018

BETWEEN:

(1) Oaktree Capital Management, L.P. a Delaware limited partnership of 333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071 (Oaktree US); and

(2) Oaktree Capital Management (International) Limited, a private limited company (registered number 11311066) registered in England and Wales of Verde, 10 Bressenden Place, London, SW1E 5DH (the Sub-Advisor).

RECITALS

(A) Oaktree US is general partner and/or investment manager of the funds and separate accounts referred to in Schedule 2 (the Funds).

(B) The Funds were established under the applicable limited partnership or other governing agreements (the Fund Agreements).

(C) The Sub-Advisor has been constituted for the purposes of carrying on the business of a fund manager and advisor in the United Kingdom. The Sub- Advisor is authorised and regulated by the United Kingdom's Financial Conduct Authority (the FCA) under Part IV of the Financial Services and Markets Act 2000 (FSMA) (with registration number 814006).

(D) The Sub-Advisor currently provides certain unregulated services to Oaktree US under a services agreement dated 11 June 2018, which shall be terminated on the date of this Agreement (the Terminated Agreement).

(E) Oaktree US may in the future appoint the Sub-Advisor as a sub-advisor or sub-manager in connection with such collective investment schemes, mutual funds, separate accounts or companies as may be agreed from time to time (together, the New Fund(s)), upon the terms and conditions set forth in this Agreement.

THE PARTIES AGREE AS FOLLOWS:

1. APPOINTMENT AND SCOPE OF AUTHORITY

1.1 The parties hereby agree that the Terminated Agreement shall terminate and cease to have effect for all purposes, and shall simultaneously be replaced by this Agreement, with effect from 25 September 2018 (the Effective Date). For the avoidance of doubt, the appointment of the Sub-Advisor to provide services to Oaktree US shall be continuous before, on and after the Effective Date, but shall have effect from and after the Effective Date solely subject to the terms and conditions of this Agreement.

1.2 Oaktree US hereby confirms the appointment of the Sub-Advisor as sub-investment manager and sub-advisor to the Funds and to provide the services set out in Clause 2, and the Sub-Advisor accepts such appointments, on the terms and conditions set forth in this Agreement.

1.3 Oaktree US furthermore hereby appoints the Sub-Advisor to provide certain marketing and promotion services in relation to the Funds as set out in Clause 2, on the terms and conditions set forth in this Agreement and the Sub-Advisor accepts such appointment.

1.4 The Sub-Advisor acknowledges that it is a relying adviser under the U.S. Investment Advisers Act of 1940 (as amended) (the Advisers Act) and the rules and regulations promulgated thereunder. If and to the extent the assets of any Discretionary Fund or Restricted Fund managed by Oaktree US are treated as plan assets as determined pursuant to 29 C.F.R. 2501.3-101 (or any successor thereto), the Sub-Advisor acknowledges that it will be a fiduciary for purposes of the U.S. Employee Retirement Income Security Act of 1974 (ERISA) with respect to each employee benefit plan subject to section 406 of ERISA or section 4975 of the Internal Revenue Code of 1986 whose assets are deemed to be held by the applicable Fund to the extent required under ERISA to continue to manage or sub-advise the applicable Funds.

1.5 The appointment of the Sub-Advisor pursuant to this Agreement shall be subject always to:

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(a) the terms and conditions in the relevant Fund Agreements governing the Funds, and the Sub-Advisor hereby agrees to observe the terms and conditions in such Fund Agreements;

(b) any restrictions, limitations or conditions on, or any amendments made to, the Sub-Advisor's authority which may be imposed by Oaktree US as general partner and/or investment manager of the Funds from time to time; and

(c) Oaktree US's power and authority to act at all times in respect of any of the Funds as general partner and/or investment manager of the Funds (as applicable)

1.6 Without limiting the discretion of Oaktree US pursuant to Clause 1.5(b), Oaktree US may limit the scope of the Sub-Advisor's appointment in respect of any of the Funds by means of:

(a) limiting the appointment to sub-advisory services in respect of a section of the relevant Fund's portfolio of investments;

(b) limiting the appointment to sub-advisory services in respect of a particular investment or investments;

(c) limiting the Sub-Advisor's responsibility in respect of the monitoring and/or realisation of an investment or investments; or

(d) retaining discretion to decide upon the acquisition, disposal, conversion or underwriting of investments.

1.7 Without limiting the discretion of Oaktree US pursuant to Clause 1.5(b), Oaktree US reserves the right as general partner and/or investment manager, in the interests of the Funds, to undertake the management of the Funds' investments and assets to the exclusion of the Sub-Advisor during any period in which the Sub-Advisor is unable to perform its duties under this Agreement due to the permanent or temporary absence of the investment professional(s) employed for the time being by the Sub-Advisor (whether due to holiday, sickness or otherwise).

1.8 The provisions in Clauses 1.5 to 1.7 shall have overriding effect against all other provisions of this Agreement.

1.9 The Sub-Advisor shall act honestly, with due skill, care and diligence and fairly and in the best interest of the Partnership in carrying out its obligations under this Agreement and shall use all reasonable endeavours to perform its obligations under this Agreement in accordance with FSMA, the FCA Rules and any other laws, regulations, guidelines and guidance as may be in force from time to time and applicable to the Funds and their business or to the Sub-Advisor (Applicable Law).

2. SERVICES

2.1 Without limiting the discretion of Oaktree US pursuant to Clause 1.5(b), and without prejudice to Clauses 1.6 and 1.7, the Sub-Advisor shall be appointed to assist Oaktree US with the management of the investments and assets of the Funds.

2.2 In connection with the appointment pursuant to Clause 2.1 but subject at all times to Clause 1:

(a) Oaktree US hereby delegates to the Sub-Advisor all such powers, authorities and discretions as shall be necessary to enable the Sub-Advisor to perform its duties as sub-manager under this Agreement; and

(b) the Sub-Advisor shall have full power and authority hereunder to decide whether the Funds should acquire or dispose of an investment and Oaktree US grants the Sub-Advisor discretion, without consultation to Oaktree US, to:

(i) make investment decisions with respect to invested assets of the Funds; and

(ii) enter into such investment documents and effect such transactions (including, if applicable, instructing the Custodian (as defined in Clause 5.1 below) of the Funds in respect of transfers, withdrawals or receipts of money) as may be necessary or proper in connection with the performance by the Sub-Advisor of its duties hereunder.

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2.3 Without limiting the discretion of Oaktree US pursuant to Clause 1.5(b), and without prejudice to Clauses 1.6 and 1.7, the marketing and promotion services to be provided by the Sub-Advisor in respect of the Funds will be:

(a) assisting Oaktree US to promote any Fund to potential investors in Europe and the Middle East to facilitate subscriptions from such investors;

(b) advising Oaktree US concerning all actions which it appears to the Sub-Advisor that Oaktree US should consider taking to achieve effective promotion of investor interest in such Funds;

(c) attending, if so requested by Oaktree US, meetings held with such investors;

(d) if required by Oaktree US, arranging the administration of and receiving and collating application forms from such investors and passing the completed applications to Oaktree US for processing; and

(e) the provision of any other marketing service as Oaktree US may require from time to time in Europe and the Middle East.

3. FEES

3.1 In consideration of the provision of services under this Agreement, Oaktree US will pay the Sub-Advisor such fees as may be agreed between the parties from time to time (the Service Fee).

3.2 At Oaktree US' discretion, the Service Fee shall be reduced by any management fees received directly by the Sub-Advisor for investment management services provided to any party pursuant to this Agreement. The Service Fee shall also be reduced by any amounts earned on cash and cash-equivalents held by the Sub-Advisor pursuant to this Agreement.

3.3 The Service Fee shall be reviewed by Oaktree US and the Sub-Advisor once annually (or as the parties agree) for continued appropriateness and in particular, to account for any changes in the Sub-Advisor's business.

4. ADMINISTRATIVE FUNCTIONS

Oaktree US and its affiliates will provide all fund and investor accounting, fund investor reporting, custodial services and similar administrative functions required in respect of the Funds. Oaktree US will provide such services in a manner and quality consistent with past practices in connection with the management of the Funds.

5. CUSTODY

5.1 All documents of or evidencing title to the Funds' investments shall be held in safe custody facilities by a custodian to be selected by Oaktree US (the Custodian) subject to the terms of a custody agreement made between Oaktree US and the Custodian and subject to such other arrangements and procedures as may be agreed between Oaktree US and the Custodian from time to time. The Sub-Advisor shall at no time have custody or physical control of the invested assets of the Funds nor shall it be liable for any act or omission of the Custodian.

5.2 Oaktree US shall take such additional steps (in addition to the authorities and powers hereby conferred) as are necessary to procure that the Sub- Advisor is able, on behalf of Oaktree US, to operate the bank accounts of the Funds so far as necessary for the Sub-Advisor to exercise all of its powers and discretions and perform all of its duties under this Agreement.

6. RECORDS AND REPORTS

6.1 The Sub-Advisor shall maintain proper and complete records relating to the services to be provided under this Agreement for such period of time as may be required under Applicable Law, including (as applicable, in respect of the relevant Discretionary Funds) records with respect to the acquisition, holding and disposal of securities on behalf of the Funds, details of all brokers used and the aggregate dollar amount of brokerage commission paid in that regard to each broker.

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6.2 Except as expressly authorised in this Agreement or as required by Applicable Law, regulation or court order, or as directed by Oaktree US in writing, the Sub-Advisor shall keep confidential the records and other information pertaining to Oaktree US and the Funds or the investment assets the subject of this Agreement (save for any records or information pertaining to the Sub-Advisor's own employees and affiliates, which shall be excluded from the obligations contained in this clause). Upon termination of this Agreement, the Sub-Advisor shall promptly, upon demand, return to Oaktree US all such records, except that the Sub-Advisor may retain copies for its records as may be required by Applicable Law, regulation or court order, and provided that the Sub-Advisor's confidentiality obligations shall continue in full force and effect with respect to such retained records not within the public domain.

6.3 The Sub-Advisor shall provide to Oaktree US promptly upon request any information available in the records maintained by the Sub-Advisor relating to the Funds in such form as Oaktree US shall request.

7. LIABILITY AND INDEMNIFICATION

7.1 In providing its services under this Agreement, the Sub-Advisor will discharge its duties in accordance with the same standard of care established for Oaktree US in the relevant Fund Agreements, and will be indemnified by each of the Funds as an agent of Oaktree US in accordance with such Fund Agreements. To the extent Oaktree US and its affiliates, directors, officers, employees, shareholders, assigns, representatives or agents (apart from the Sub-Advisor) (collectively, Oaktree US Indemnities) suffer any liability, loss (including amounts paid in settlement), damages or expenses (including reasonable attorneys' fees) (collectively Losses) in connection with the Funds, and:-

(a) Oaktree US Indemnities are not indemnified by the Funds for such Losses under the indemnification provisions of the applicable Fund Agreements;

(b) such Losses were suffered by virtue of the Sub-Advisor's or its employees' acts or omissions, or alleged acts or omissions under this Agreement; and

(c) the Sub-Advisor (including its employees) is guilty of negligence or wilful misconduct,

then the Sub-Advisor will hold Oaktree US Indemnities harmless and indemnify it for such Losses; provided that the Sub-Advisor shall not be liable for actions or omissions to act ordered by Oaktree US to which the Sub-Advisor objected in writing at the time of such order.

7.2 The provisions of this Clause 7 shall survive the termination of this Agreement.

8. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

8.1 Each of Oaktree US and the Sub-Advisor represents and warrants to each other that it is duly organised, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly authorised by all necessary corporate action to enter into this Agreement and perform its duties as described in this Agreement.

8.2 The Sub-Advisor hereby undertakes to Oaktree US that it will take all reasonable steps within its power to remain an authorised person for the purposes of FSMA in respect of the services to be provided by it hereunder, with a scope of permission which will permit it to carry out its obligations and exercise its powers under this Agreement, and that it will comply with those FCA Rules which apply to the services to be provided hereunder.

9. COMPLIANCE WITH FCA RULES

9.1 Oaktree US will be the Sub-Advisor's client for the purposes of the FCA Rules. Accordingly, in conformity with the FCA Rules, a number of additional statements and provisions are required to be included in this Agreement. Such additional statements and provisions are set out in Schedule 1 hereof (Additional FCA Provisions), which is hereby incorporated into and will form part of this Agreement and will apply to the services to be provided pursuant to this Agreement with effect from the Effective Date.

9.2 Nothing in this Agreement shall require or entitle the Sub-Advisor to act as the alternative investment fund manager (as defined in the FCA Rules with effect from 22 July 2013) of any Fund or New Fund which is an alternative investment fund. The alternative investment fund manager of each Fund and New Fund which is an alternative investment fund shall be Oaktree US, unless otherwise agreed.

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10. TERM

10.1 Basic Term

In relation to each Fund, this Agreement shall terminate on the earlier of (a) the expiration of the term of such Fund or (b) the date, if any, on which Oaktree US (or any affiliate it has substituted in its stead in accordance with such Fund's Fund Agreement) is removed as general partner of such Fund or (c) the Sub-Advisor ceasing to be authorised and regulated by the FCA.

10.2 Early Termination

This Agreement may be terminated, either in respect of a Fund or in its entirety, by either Oaktree US or the Sub-Advisor for any reason upon 30 days' written notice to the other.

11. TERMINATION CONSEQUENCES

11.1 Upon the termination of this Agreement, the Sub-Advisor shall co-operate with Oaktree US and take all reasonable steps requested by Oaktree US in making an orderly transition to allow for continuity of management and to ensure that such termination shall not prejudice the completion of transactions already initiated.

11.2 The Sub-Advisor shall forthwith upon termination deliver to Oaktree US a full account including a statement of all investments then under management, the income derived therefrom since the last report to Oaktree US, and the value at which they were acquired. The Sub-Advisor shall also ensure that any documents relating to Oaktree US assets over which it has control are released as soon as practicable to Oaktree US or (if so instructed by Oaktree US) to any other party as may be specified by Oaktree US.

11.3 Notwithstanding the termination of this Agreement, Oaktree US shall complete, or shall procure that any successor manager of the Funds shall complete, all investment transactions entered into by Oaktree US hereunder prior to the termination date.

12. COMPLAINTS PROCEDURE

If Oaktree US has any complaint about the performance of the Sub-Advisor it must notify the Sub-Advisor Compliance Officer in writing at the address notified in accordance with Clause 13.2 of this Agreement.

13. MISCELLANEOUS

13.1 Governing Law

This Agreement is governed by the laws of England and Wales.

13.2 Notices

Any notices provided for in this Agreement shall be sent to the following addresses or such other address as a party may designate in writing:

6





To Oaktree US: Oaktree Capital Management, LP 333 South Grand Avenue 28th Floor Los Angeles California 90071

Attention: Todd Molz, General Counsel Facsimile: +1 (213) 830-8545

To the Sub-Advisor: Oaktree Capital Management (International) Limited Verde, 10 Bressenden Place, London SW1E 5DH United Kingdom

Attention: Dominic Keenan, Europe Regional Counsel Facsimile: +44 (0) 207 201 4601

All notices delivered by facsimile or hand shall be deemed given on the day received. All notices mailed shall be deemed to have been given two business days after they have been deposited as certified mail, return receipt requested, postage paid and properly addressed.

13.3 Assignment

The Sub-Advisor may not assign (within the meaning of the Advisers Act) its rights and obligations under this Agreement without the prior written consent of Oaktree US.

13.4 Entire Agreement

(a) This Agreement contains the entire agreement between Oaktree US and the Sub-Advisor relating to the subject matter hereof and supersedes in its entirety all other prior agreements and all amendments thereto between Oaktree US and the Sub-Advisor relating to the subject matter hereof, including those agreements referred to in Clause 13.4(b).

(b) For the avoidance of doubt, it is agreed and acknowledged that the Terminated Agreements are terminated with effect from the Effective Date and all of the parties' obligations and liabilities will cease with effect from the Effective Date.

13.5 Counterparts

This Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

13.6 Third Party Rights

13.7 Indemnified Parties which are not parties to this Agreement shall be entitled to enforce their respective rights under Clause 7, subject as therein stated. Save to this extent, any rights which would otherwise arise under the Contracts (Rights of Third Parties) Act 1999 are hereby expressly excluded.

IN WITNESS whereof the parties have executed and delivered this Agreement as a deed as of the date appearing on the first page.

7





Executed as a deed by Oaktree Capital Management, L.P. ) ) ) )

Authorised Signatory /s/ Todd Molz

Authorised Signatory /s/ Richard Ting

IN WITNESS whereof this deed has been executed and delivered on the date first above written:

Executed as a deed by

Oaktree Capital Management (International) Limited, acting by two directors:

) ) ) ) )

Director

Director

/s/Thomas Ware

/s/Dominic Keenan

8

SOLUTION: Highlight the parts (if any) of this contract related to Audit Rights that should be reviewed by a lawyer. Details: Does a party have the right to  audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?

PROBLEM: Execution version



  Amendment n° 01   to the Global Maintenance Agreement ref. DS/C-3957/14 Issue 7 dated March 9t h , 2015



BETWEEN

AZUL LINHAS AÉREAS BRASILEIRAS S/A

AND

AVIONS DE TRANSPORT REGIONAL, G.I.E.   AZUL-ATR   Amendment N° 1 Global Maintenance Agreement   Page 1/9

Source: AZUL SA, F-1/A, 3/3/2017





Execution version   TABLE OF CONTENTS:   CLAUSE   PAGE

1.   DEFINITIONS     4

2.   AMENDMENT     4

3.   EFFECTIVE DATE AND DURATION     5

4.   CONFIDENTIALITY     5

5.   GOVERNING LAW - ARBITRATION     7

6.   MISCELLANEOUS     8    AZUL-ATR   Amendment N° 1 Global Maintenance Agreement   Page 2/9

Source: AZUL SA, F-1/A, 3/3/2017





Execution version   CONFIDENTIAL TREATMENT REQUESTED   This amendment (hereinafter referred to as the Amendment) is entered into on January 6th, 2016.

BETWEEN:

AZUL LINHAS AÉREAS BRASILEIRAS S/A, a company incorporated under the laws of Brazil, the registered office of which is located at Avenida Marcos Penteado de Ulhôa Rodrigues, 939 - Edif. Castello Branco Office Park - Torre Jatobá - 9° andar - CEP 06460-040 - Alphaville Industrial - Barueri - São Paulo - Brazil, identified under Cadastro Nacional de pessoa Juridica (CNPJ) number 09.296.295/0001-60.

Hereafter referred to as the Company or AZUL,

On the one part,

AND:

AVIONS DE TRANSPORT REGIONAL, G.I.E., a French groupement d'intérêt économique established under articles L.251-1 to L251-23 of the French Commercial Code, whose registered office is at 1 allée Pierre Nadot, 31712 Blagnac, France identified under Corporate and Trade Register of Toulouse number 323 932 236,

Hereafter referred to as the Repairer' or ATR, On the other part.

Hereinafter individually referred to as the Party or collectively as the Parties

RECITALS:

WHEREAS the Repairer and the Company entered into a Global Maintenance Agreement as referenced here above (as amended and supplemented from time to time, hereafter referred to as the GMA) for the purpose of providing the Company with Services for the maintenance of the Aircraft; and,

WHEREAS in consideration of modification of the operations, the Repairer and the Company agree to amend the GMA in order to update the number of [*****] required for the invoicing; and,

WHEREAS the Parties wish to amend certain provisions of the GMA upon the terms and conditions set out below.

NOW THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:     [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Amendment N° 1 Global Maintenance Agreement   Page 3/9

Source: AZUL SA, F-1/A, 3/3/2017





Execution version   CONFIDENTIAL TREATMENT REQUESTED

1. DEFINITIONS

Unless otherwise defined, capitalised terms, singular or plural, used in this Amendment, shall have the same meaning ascribed thereto in the GMA.

  2. AMENDMENT

The following Clauses, sentences or words of the GMA are amended as follows:     2.1 Clause 12 - INVOICING AND PAYMENT TERMS       (i) Clause 12.1(ii) of the GMA shall be cancelled and substituted as follow:   [*****]     [*****]     [*****]     [*****]     [*****]     [*****]     [*****]     [*****]     (ii) Any other provision of Clause 12 shall remain in full force and effect.   2.2 Exhibit 14 - PRICE CONDITIONS       (i) Clause 3.2 of the Exhibit 14 of the GMA shall be cancelled and substituted as follow:   3.2 Technical conditions for prices adjustment

The prices set out in this Exhibit 14 shall be modified every [*****] at the occasion of the invoicing reconciliation pursuant to Clause 11 (Reconciliation) if the Standard Operations of the    [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Amendment N° 1 Global Maintenance Agreement   Page 4/9

Source: AZUL SA, F-1/A, 3/3/2017





Execution version   CONFIDENTIAL TREATMENT REQUESTED   Aircraft, analyzed at the time of the adjustment (all calculations are made with figures corresponding to [*****], change by more or less [*****] with respect to the estimated values of the same parameters, considered at the time of commencement of the Term.

As from the date this Agreement enters into force, the Parties agree to take into account the following basic operating parameters (the Standard Operations) as a reference for the above calculation:

  (i) [*****]

  - [*****]

  (ii) [*****]

  - [*****]

(ii) Any other provision of the Exhibit 14 shall remain in full force and effect.

  3. EFFECTIVE DATE AND DURATION

This Amendment shall enter into force on the date of its signature by both Parties and, unless otherwise agreed upon in writing by the Parties through a subsequent amendment to the GMA, shall remain in force for the term of the referenced GMA.

  4. CONFIDENTIALITY

4.1 Confidentiality obligations

Unless otherwise provided in this Amendment, any Confidential Information released by either of the Parties (the Disclosing Party) to the other Party (the Receiving Party) shall not be released in whole or in part to any third party.

In particular, the Receiving Party undertakes:

  - to keep the Confidential Information strictly confidential, not to deliver, disclose or publish it to any third party including subsidiarycompanies and companies having an interest in its capital, except as otherwise agreed in writing by the Disclosing Party;

  - to use the Confidential Information solely for the purpose of this Amendment and except as otherwise expressly agreed in writing bythe Disclosing Party, not to use the same or permit its use for any other purpose;



- to disclose the Confidential Information only to those of its direct employees having a need to know such Confidential Information in order to make permitted use thereof, after having beforehand clearly informed such employees of the strictly confidential nature of the Confidential Information and caused them to observe said conditions of confidentiality. The Receiving Party shall be responsible for the correct performance of said obligations of confidentiality by its employees and shall keep up to date the list of its personnel, to whom Confidential Information is communicated, which list shall be made available to the Disclosing Party at its request;

  - not to duplicate the Confidential Information nor to copy or reproduce the same beyond the purpose of the Amendment;

  - not to disclose Confidential Information to any third party, unless such third party is acting at the instruction of the Receiving Party and such disclosure is reasonably necessary to accomplish the purpose of the Amendment, provided however, that prior to any such disclosure both of the following conditions are satisfied:     [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Amendment N° 1 Global Maintenance Agreement   Page 5/9

Source: AZUL SA, F-1/A, 3/3/2017





Execution version

  (i) each of such third parties, shall have signed an acknowledgement to keep such Confidential Information as strictly confidential;and,

  (ii) the Receiving Party shall have obtained written prior approval of the Disclosing Party of such proposed disclosure, whichapproval may be not unreasonably withheld or delayed.

  - promptly notify the Disclosing Party if a disclosure of Confidential Information is required by a Government Entity or by Law and to useall reasonable effort to assist the Disclosing Party in limiting such disclosure to the extent permitted by Law;

  - upon discovery of any disclosure of Confidential Information, regardless of whether such discovery is intentional or inadvertent, the Receiving Party shall promptly notify the Disclosing Party and take all reasonable actions (i) to retrieve the disclosed Confidential Information, (ii) to destroy any unauthorized copies thereof and (iii) to stop further disclosure.

4.2 Non application of confidentiality obligations

The obligations of Receiving Party with respect to Confidential Information as set forth in this Clause 4.1 above shall not be applicable to information which:

  (a) upon the Signing Date was part of the public domain or became part of the public domain after the disclosure, other than by a violationof the Amendment or any other non-disclosure Amendment or the applicable Law of any jurisdiction; or

  (b) was already lawfully known by the Receiving Party, as evidenced by written records bearing an unquestionable date, prior the SigningDate by the Disclosing Party and was unrestricted; or

  (c) was lawfully disclosed to the Receiving Party subsequently to the signature of the Amendment by a third party which had not receivedthe same directly or indirectly from the Disclosing Party and that such disclosure does not violate any non-disclosure Amendment.

  4.3 Permitted disclosure of Confidential Information

Notwithstanding any provision to the contrary in the Amendment, the Receiving Party shall be entitled to disclose Confidential Information if required to do so:

  (a) by order of a court or government agency of competent jurisdiction; or

  (b) by any applicable Law,

provided, however, that prior to making such disclosure, the Receiving Party shall if possible advise the Disclosing Party of the circumstances requiring such disclosure in order to afford the Disclosing Party sufficient advance notice to permit to raise any objections that it may deem appropriate.

  4.4 Disclosing Party's proprietary rights

Any Confidential Information shall remain the property of the Disclosing Party. The Amendment shall not be construed as granting or conferring to the Receiving Party, either expressly or by implication, any license or proprietary interest in or to any Confidential Information nor any right of use beyond the purpose of this Amendment.

The Repairer, its Affiliates and/or its Subcontractors as applicable shall remain the exclusive owner of any intellectual property right related to the Services including: design of the LRUs, Main Elements, job cards, task cards, operating manual or industrial process, as relevant. No title to or other ownership interest in   AZUL-ATR   Amendment N° 1 Global Maintenance Agreement   Page 6/9

Source: AZUL SA, F-1/A, 3/3/2017





Execution version   CONFIDENTIAL TREATMENT REQUESTED   the Confidential Information is transferred except as specifically stated in the Amendment, and the Receiving Party hereby expressly disclaims any such rights or interests.

The Receiving Party hereby acknowledges and recognises that Confidential Information is protected by copyright Laws and related international treaty provisions, as the case may be.

  4.5 For the sake of clarity, and for the purpose of this Clause 4 and this Amendment, any of the receiving Party's Affiliates and their Subcontractors shall not be considered as third party and shall be entitled to have access to any Confidential Information disclosed by the disclosing Party in connection with this Amendment.   4.6 This Clause 4 shall survive termination or expiry of this Amendment for a period of five (5) years following such End Date.

5. GOVERNING LAW - ARBITRATION

5.1 Governing law:

Pursuant to and in accordance with Section 5-1401 of the New York General Obligations Law, the Parties hereto agree that this Amendment in all respects, and any claim or cause of action based upon or arising out of this Amendment, or any dealing between the Parties relating to the subject matter of this Amendment or the transactions contemplated hereby or the Company/Repairer relationship being established, shall be governed by, and construed in accordance with, the laws of the State of New York, U.S.A. as applied to contracts to be performed wholly within the State of New York (Exclusive of Section 7-101 of the New York General Obligations Law which is inapplicable to this Amendment).

  5.2 Arbitration: in the event of a dispute arising out of or relating to this Amendment, including without limitation disputes regarding the existence, validity or termination of this Amendment (a Dispute), either Party may notify such Dispute to the other through service of a written notice (the Notice of Dispute). The Parties shall make their reasonable endeavours to settle the Dispute amicably by a committee composed of one (1) management representative of each Party (the Representatives). Such committee shall be created by the Parties within [*****] from the date of receipt of the Notice of Dispute.





5.2.1 Subject to sub-Clause 5.2.5 below and in the event the Representatives (i) fail to create such committee or (ii) do not agree on an amicable settlement within [*****] from the date the committee referred to in this sub-Clause 5.2 has been created or such longer period as may be agreed upon in writing by the Representatives (the Amicable Settlement Period), the Dispute shall be exclusively and finally settled under the Rules and Conciliation of Arbitration of the International Chamber of Commerce (the ICC) by an arbitral tribunal composed of three (3) arbitrators; each Party shall then appoint one (1) arbitrator within [*****]from the last day of the Amicable Settlement Period and the third arbitrator, who will act as President, will be appointed by the other two (2) arbitrators. In case the two (2) arbitrators appointed by the Parties do not agree on this choice with [*****] from the date the last arbitrator is appointed, the third arbitrator will be appointed by the ICC Court.

    5.2.2 The arbitration, and any proceedings, and meetings incidental to or related to the arbitration process, shall take place in New York, U.S.A, and the language to be used in the arbitral proceedings shall be English; arbitral award shall be final and binding upon the Parties.

    5.2.3 The arbitration shall be kept confidential and the existence of the proceeding and any element of it shall not be disclosed to any third party. Any information relating to and/or documents generated for the purpose of or produced in the arbitration, including any awards, shall remain confidential   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Amendment N° 1 Global Maintenance Agreement   Page 7/9

Source: AZUL SA, F-1/A, 3/3/2017





Execution version   between the Parties, the arbitrators and any other Person involved in the arbitration proceedings, except to the extent that disclosure may be required pursuant to any order of court or other competent authority or tribunal, or to protect or pursue a legal rights or to enforce or challenge an award in bona fide legal proceedings before a state court or other judicial authority.

    5.2.4 During any period of negotiation or arbitration, the Parties shall continue to meet their respective obligations in accordance with theprovisions of the Amendment.

    5.2.5 Notwithstanding any provision of this Clause 5.2 the Parties may, at any time, seek and decide to settle a Dispute either throughdirect negotiations or in accordance with the ICC rules in respect of the alternative dispute resolution.

  5.3 Judgment upon any award may be entered in any court having jurisdiction or application may be made to the court for a judicial recognition of the award or an order of enforcement, as the case may be.

  5.4 Recourse to jurisdictions is expressly excluded except as provided for in the ICC Rules of Conciliation and Arbitration concerning Conservatory and Interim measures.

  6. MISCELLANEOUS

  6.1 This Amendment contains the entire agreement between the Parties regarding the subject-matter and shall supersede any previous understandings, commitments and/or representations whatsoever oral or written.

  6.2 In case of any inconsistency between the terms of the GMA and this Amendment regarding the subject-matter, the latter shall prevail.

To the extent not inconsistent with this Amendment, all terms and conditions of the GMA shall remain valid and binding.

  6.3 This Amendment shall not be varied or modified except by a written document duly signed by duly authorized representatives of both Parties.   AZUL-ATR   Amendment N° 1 Global Maintenance Agreement   Page 8/9

Source: AZUL SA, F-1/A, 3/3/2017





Execution version   IN WITNESS WHEREOF, the duly authorized representatives of the Parties hereto have agreed to execute this Amendment in two (2) original copies in the English language.   On behalf of: /s/ Renato Covelo     On behalf of:

AZUL LINHAS AÉREAS BRASILEIRAS S/A (the Company)

AVIONS DE TRANSPORT REGIONAL (the Repairer)

Signed by: Renato Covelo   Signed by:   M. Castoriwa     Function: Attorney In Fact   Function:   VP Commercial Date: December 18th, 2015   Date:   January 6th, 2016   AZUL-ATR   Amendment N° 1 Global Maintenance Agreement   Page 9/9

Source: AZUL SA, F-1/A, 3/3/2017

SOLUTION:
Highlight the parts (if any) of this contract related to Governing Law that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?