In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write the index where the answer starts. If multiple answers seem to exist, write the index of the answer that is the most plausible. If multiple indices must be used to answer the question, the output should be a common separated list of indices.

Ex Input:
Execution version

Exhibit 10.3

CONFIDENTIAL TREATMENT REQUESTED - REDACTED COPY Confidential Treatment has been requested for portions of this Exhibit. Confidential portions of this Exhibit are designated by [*****]. A complete version of this Exhibit has been filed separately with the Securities and Exchange Commission.

GLOBAL MAINTENANCE AGREEMENT Contract No. DS/CS-3957/14 issue 7

Between

AZUL LINHAS AÉREAS BRASILEIRAS S/A (as Company)

and

AVIONS DE TRANSPORT REGIONAL, G.I.E. (as Repairer)

March 9th, 2015

    AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 1/110

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





Execution version   CONTENTS   Clause   Page  1.   SUBJECT-MATTER OF THE AGREEMENT     6  2.   DEFINITIONS AND INTERPRETATION     6  3.   DURATION AND RENEWAL     15  4.   EXCUSABLE DELAY     15  5.   SERVICES, LEASE AND OBLIGATIONS OF THE PARTIES     16  6.   DELIVERIES     18  7.   WORK ORDERS     20  8.   INSURANCES     21  9.   WARRANTIES     22  10.  PRICES     22  11.   RECONCILIATION     22  12.  INVOICING AND PAYMENT TERMS     23  13.  SECURITY DEPOSIT     26  14.  DISCLAIMER     27  15.  LIABILITY AND INDEMNITY     27  16.  TERMINATION     28  17.  CONDITIONS PRECEDENT     31  18.  EXPORT CONTROL     31  19.  NOTICES     31  20.  CONFIDENTIALITY     32  21.  TAXES     34  22.  ASSIGNMENT     34  23.  MISCELLANEOUS     35  24.  GOVERNING LAW AND ARBITRATION     37      AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 2/110

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





Execution version     EXECUTION PAGE     39  EXHIBIT 1 - LIST OF ATR AIRCRAFT COVERED UNDER THIS AGREEMENT     40  EXHIBIT 2 - LIST OF SERVICES PROVIDED UNDER THIS AGREEMENT     42  EXHIBIT 3 - MAIN ELEMENTS COVERED UNDER THE AGREEMENT     43  EXHIBIT 4 - LIST OF LANDING GEAR ON CONDITION PARTS     44  EXHIBIT 5 - STOCK     45  EXHIBIT 6 - LRUS COVERED BY REPAIR AND STANDARD EXCHANGE SERVICES     61  EXHIBIT 7 - REPAIRER STANDARD WORK ORDER FORMS     70  EXHIBIT 8 - LEASE OF THE STOCK     74  EXHIBIT 9 - SPARE PARTS STANDARD EXCHANGE SERVICE     80  EXHIBIT 10 - LRUS REPAIR SERVICE     84  EXHIBIT 11 - MAIN ELEMENTS SERVICES     86  EXHIBIT 12 - INTENTIONALLY LEFT BLANK     92  EXHIBIT 13 - FORM OF STANDBY LETTER OF CREDIT     93  EXHIBIT 14 - PRICE CONDITIONS     94  EXHIBIT 15 - ADVANCED POOL SERVICE    101  EXHIBIT 16 - ADVANCED POOL STOCK    106  EXHIBIT 17 - INSURANCE CERTIFICATES    108  EXHIBIT 18 - NOTA FISCAL REPORTING    109      AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 3/110

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





Execution version   THIS GLOBAL MAINTENANCE AGREEMENT (HEREINAFTER REFERRED TO AS THE AGREEMENT OR GMMA) IS MADE ON March 9th 2015:

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 Repaireror ATR,

on the other part.

Hereinafter individually referred to as the Party or collectively as the Parties, as the context requires.     AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 4/110

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





Execution version   RECITALS:

  1) WHEREAS AZUL and ATR have entered into a Global Maintenance Agreement ref DS/CC-2612/10 (dated December 24t h, 2010) to support AZUL ATR aircraft fleet for operational support tasks as well as scheduled and unscheduled maintenance, as amended from time to time (GMA AZUL); and,

  2) WHEREAS TRIP and ATR have entered into a Global Maintenance Agreement ref DS/C- 2883/09 (dated September 10t h, 2010) to support TRIP ATR aircraft fleet for operational support tasks as well as scheduled and unscheduled maintenance, as amended from time to time (GMA TRIP); and,



3) WHEREAS pursuant to an investment agreement dated on May 25, 2012, entered into between Trip shareholders and Azul S.A., TRIP became a wholly owned subsidiary of the latter, integrating the Azul Group which already includes AZUL, an operating company, as duly approved in due time by their respective corporate governing bodies and the relevant authorities (National Civil Aviation Agency-ANAC-and Brazilian Antitrust Authority-CADE); and     4) WHEREAS further to operation as detailed above in 3), AZUL progressively operated an enlarged fleet of Aircraft coming from TRIP;and,

  5) WHEREAS, in consideration of the local repair service in Brazil and the Aircraft fleet now solely operated by AZUL, the Parties wish to terminate the GMA TRIP and the GMA AZUL, and to enter into negotiation for a new GMLA between ATR and AZUL, on the terms and conditions set forth herein.

NOW THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:     AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 5/110

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





Execution version

1. SUBJECT-MATTER OF THE AGREEMENT

This Agreement describes the terms and conditions according to which the Repairer (i) shall provide, or cause its Subcontractors to provide, Services for the Company's Aircraft fleet; and (ii) agrees to lease the Stock to the Company and the Company agrees to take the Stock on lease, subject to the terms and conditions set forth on Exhibit 8.

  2. DEFINITIONS AND INTERPRETATION

2.1 Unless otherwise defined, capitalised terms, singular or plural, used in this Agreement shall have the meaning set out below:   Abnormal Use



means any usage, maintenance, storage, handling of the Aircraft, or its sub-assemblies, or its systems, or Items fitted on it including LRUs, Main Elements, Spare Main Elements, that does not comply with all applicable technical documentation and any other instructions issued by the manufacturers and which is not attributable to the Repairer or Subcontractors, including:   (i) Any failure by the Company to correctly comply with any Repairer and/or OEM instructions or recommendations, technical directives, or any workmanship defect, lack of qualification, non- approved repair and/or maintenance method; or,   (ii) Any negligence or failure to exercise reasonable effort(s) made to initiate corrective action(s), or lateness or total or partial failure in undertaking corrective action(s), for Aircraft or LRU(s) or Main Element(s) malfunctions which should have been reasonably identified by the Company; or,   (iii) Any Aircraft, LRU(s) or Main Element(s) suffering damage or premature removal arising out of or in connection with any defective storage, inappropriate Packaging or transport by the Company or its forwarder agent, or gross negligence or wilful misconduct of the Company(or its subcontractors or agents); or   (iv) Any events or circumstances, including: FOD, abnormal wear, hard contact, material drop or shock, engine fire or submersion, lightning strike, hard landing, hail (including on storage position), partial or total destruction or loss of Aircraft, LRU(s) or, Main Element(s);

Affiliates   means with respect to any entity, any entity Controlled by, Controlling or under Common Control with, the first entity, and/or their respective lawful successors and/or assigns;

Agreement   has the meaning set forth in page four (4) here above;

Aircraft



means collectively or individually as the context requires the ATR aircraft listed in Exhibit 1 (List of ATR Aircraft covered under this Agreement), amended from time to time by way of notice sent to the Company , as relevant, by Repairer in order to cover any further ATR aircraft entering the Company's fleet, including the airframe, engines, propellers and landing gears and parts installed on the Aircraft, when solely operated by the Company ;     AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 6/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED     Airworthiness Authority



means, in respect of any jurisdiction, the Government Entity, which under the laws of such jurisdiction, has control over civil aviation or the registration, airworthiness, operation of aircraft in such jurisdiction, including, in the European Union, the European Aviation Safety Agency (the EASA) and, in the United States of America, the Federal Aviation Administration (the FAA);

Airworthiness Directives or AD   means enforceable rules issued by the relevant Airworthiness Authorities that have a mandatory impact on Aircraft operation and/or maintenance;

Aircraft Maintenance Manual or AMM

means the customized manual, drafted in compliance with the ATA100 specifications, issued by ATR, as Aircraft manufacturer, and which is split into three (3) separate parts, namely: the Description and Operation Manual, the Trouble Shooting Manual and the Job Instruction Cards; the purpose of which is to provide all information required for Aircraft maintenance, while ensuring personnel and flight safety;

Aircraft On Ground or AOG

means the highest priority designation to process a requirement for an LRU and/or maintenance action; when applied to an Aircraft, such term indicates that such Aircraft is unable to continue or to be returned to revenue service until that appropriate action is taken;

ANAC   means Agência Nacional de Aviação Civil, the Brazilian Civil Aviation Authority;

ATA   means Air Transport Association of America Inc.;

ATA 300



means documentation issued by ATA (as amended from time to time, or any other ATA's substituted documentation) reviews the design, development and procurement of effective packaging of supplies shipped by either Party to the other Party; it provides packaging instructions for repairable and expendable units and components, included packaging standards for kits, preparation of hazardous materials for shipment and handling of electrostatic discharge sensitive devices.

BER or Beyond Economical Repair

means the case in which the repair cost of any unserviceable Item is greater than [*****] of the price for a brand new identical LRU and/or Main Element;

BUR or Basic Unscheduled Removal



means any basic unplanned removal, premature removal of a LRU or a Main Element, due to a sub- component or accessory induced malfunction. Likewise, removal of a LRU and/or a Main Element, component or accessory due to a problem which could have been rectified using troubleshooting and/or corrective line maintenance actions as specified in the applicable AMM is not considered to be a BUR;

Business Day   means a day, other than a Saturday or a Sunday, on which banks are open for the transaction of domestic and foreign exchange business in Paris (France) and São Paulo (Brazil);

CMM or Component Maintenance Manuals

means a manual issued either by any relevant OEM and containing instruction concerning the overhaul and/or repair of components together with procedures for restoring such components to a fully serviceable condition. These manuals shall be compliant with ATA100 Specification;     [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 7/110

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





Execution version     Confidential Information



means all and/or any part of any information and/or data disclosed to and/or obtained by either Party from the other Party during the Term relating to or in connection with the performance of this Agreement; such information is conclusively considered as confidential without it being necessary to mention at the moment of its disclosure, and includes: (i) technical information, such as instructional know-how, academic and/or practical maintenance courses and/or aircraft piloting courses, programs, software, manufacturing secrets, processes, prototypes, research work, studies, plans, sketches, formulae, samples, specifications, diagrams, etc., (ii) commercial information, such as list of customers, suppliers, etc., (iii) financial (tariffs, margins, market parts, etc.), (iv) legal information, such as the Agreement, Exhibits, contracts, amendments, appendices, contractual relations, negotiations, partners, etc. and (v) written, electronic or oral information (hard copy, computer, digital, etc.);

Control, Controlled, Controlling and Common Control



are to be interpreted as follows:   I. A company is deemed to control another company:   (i) When it directly or indirectly holds a fraction of the capital that gives it a majority of the voting rights at that company's general meetings;   (ii) When it alone holds a majority of the voting rights in that company by virtue of an agreement entered into with other partners or shareholders and this is not contrary to the company's interests;   (iii) When it effectively determines the decisions taken at that company's general meetings through the voting rights it holds;   (iv) When it is a partner in, or shareholder of, that company and has the power to appoint or dismiss the majority of the members of that company's administrative, management or supervisory structures.   II.—It is presumed to exercise such control when it directly or indirectly holds a fraction of the voting rights above 40% and no other partner or shareholder directly or indirectly holds a fraction larger than its own.   III.—For the purposes of the same sections of the present chapter, two or more companies acting jointly are deemed to jointly control another company when they effectively determine the decisions taken at its general meetings.

Core Unit   means any unserviceable LRU returned by the Company to the Repairer as a counterpart to standard exchange;

Credit Note   Credit Note Means the credit note to be issued by the Repairer in accordance with Clause 11 (Reconciliation) of this Agreement.

CSN   means the accrued Cycles Since New;

CSO   means the accrued Cycles Since Overhaul;

CY or Cycle   means a completed Aircraft takeoff and landing sequence;

Day   means a calendar day;     AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 8/110

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





Execution version     Default   means any failure by either Party to perform or observe any material obligation under this Agreement, including as set forth with Clause 16.1 b) and including Abnormal Use;

Delivery   means the act of the Repairer putting at the Company's disposal any Item at Delivery Location according to the terms of this Agreement;

Delivery Location   means the Repairer's facility as defined under Clause 6 (Deliveries) of this Agreement;

Early Event



concerns LRU and/or Main Element and/or Aircraft airframe maintenance subject to Scheduled Event and designates a situation where a Scheduled Event takes place before it is scheduled pursuant to Exhibit 11 Clause 1.2 for the Main Element and/or to the CMM for the LRU when applicable;

End Date



means the date on which this Agreement is terminated or expires, and shall be the earlier to occur of the following, as appropriate:   (i) the end of the Initial Term as defined in Clause 3.1of this Agreement; or,   (ii) the end of the term of each annual renewal of this Agreement as per Clause 3.2 of this Agreement; or,   (iii) the date on which all or part of this Agreement is terminated as per Clause 16 (Termination);

Euros or €   designates the legal currency of the member countries of the European Union who have adhered to the European Monetary Union;

Excusable Delay   has the meaning set forth in Clause 4.1 of this Agreement;

Fleet Turnover   means the amount normally invoiced under this Agreement using the Standard Operations and all applicable prices in Exhibit 14 (Price conditions);

FHor Flight Hour   means airborne flight hour, the unit of measure of each Aircraft flight activity for the time elapsed between Aircraft take-off and Aircraft landing;

FOD



stands for Foreign Object Damage and means any damage, whether direct or indirect, to any Item and/or the airframe caused as a result of or related to any foreign object not forming part of any Item and/or the airframe;

Government Entity   means any national government, political subdivision thereof, or local jurisdiction thereof;

Incoterms   means the international rules for the interpretation of trade terms published by the International Chamber of Commerce (ICC), 2000 edition;

Initial Term   has the meaning set forth in Clause 3.1 of this Agreement;

Item



means, as the case may be, any LRU, Main Element, Spare Main Element, any of their sub- assembly or sub-component, any part of the Stock, or for the sake of clarity any part covered under this Agreement;     AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 9/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED     Law   means any applicable law, order, statute, statutory instrument, regulation, decree, directive or instrument of equivalent effect;

LIBOR



stands for London Interbank Offered Rate, which designates the annual rate equal to one month in Eurodollars quoted at 11:00 hours or approximately 11:00 hours (London time), as indicated on Reuters screen LIBOR01page, for an amount and period selected by the Repairer, which is available to the subscribers to the Telerate electronic display terminal, [*****] prior to the corresponding period;

LOC or StandBy Letter of Credit



means an irrevocable letter of credit in the form or substantial form stipulated by Exhibit 13 (Form of StandBy Letter of Credit), in accordance with Uniform Customs and Practice (UCP) for the documentary credit, 2007 revision, ICC publication n°600, issued by a major international bank, confirmed by and domiciliated in NATIXIS, Paris, France, provided by the Company to the Repairer in accordance with Clause 13 (Security Deposit) of this Agreement;

Loss



means any and all losses, costs, charges, expenses, interests (including default interest), fees (including legal fees and value-added tax thereon if applicable), payments, demands, liabilities, claims, actions, proceedings (including stamp, documentary, registration or other duties, taxes or any charges incurred by and/or in connection with proceedings), penalties, damages, adverse judgments, orders or other sanctions;

Lost Potential   with respect to LRU and/or Main Elements subject to Scheduled Events, designates, in the case of an Early Event, [*****];

LRU(s) or Line Replaceable Unit(s)

means any equipment that can be replaced on line by the Company's technicians and listed into Exhibit 6 (LRUs covered by repair and standard exchange Services);

Main Element



means a propeller and/or a landing gear and/or an engine as listed in Exhibit 3 (Main Elements and part numbers covered by this Agreement) and/or in Exhibit 5 (Stock), or any of their respective sub-assemblies;

MMEL or Master Minimum Equipment List

means a document provided by ATR providing operating and maintenance procedures for a categorized list of systems, instruments and equipment on an ATR aircraft that may be inoperative for flight;

Mean Time Between Unscheduled Removals or MTBUR

means a figure for assessing performance calculated by dividing the total number of FH of the ATR aircraft worldwide fleet during a given period, by the number of unscheduled removals of LRUs recorded during the same period on the same fleet;

    [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 10/110

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





Execution version     MPD or Maintenance Planning Document

means the documents issued by the Aircraft manufacturer, providing periodic maintenance requirements data necessary to plan and conduct the Aircraft maintenance checks and inspections, in force on the Signing Date;

MRBR



means the Maintenance Review Board Report, which outlines the initial minimum maintenance requirements to be used in the development of an approved continuous airworthiness maintenance program for the Aircraft, and which is issued by the Maintenance Review Board (MRB);

Measured Removal Rate(s) or MRR



designates, for the Aircraft and depending on the Aircraft age, the quantity of LRU removals per one thousand (1,000) FH, established in units and tens, to be measured during each period of three (3) consecutive Months of Aircraft activity during the Term for all LRUs listed into Exhibit 6 (LRUs covered by repair and standard exchange Services) excluding Main Elements and/or Main Element subassemblies, repair warranty and Rogue units;

Month



refers to a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month (and references to months shall be construed accordingly) save that, where any such period would otherwise end on a non-Business Day, it shall end on the next Business Day, provided that if a period starts on the last Business Day in a calendar month or if there is no numerically corresponding day in the month in which that period ends, that period shall end on the last Business Day in that later month;

NFF or No Fault Found



means any event where an Item removed from an Aircraft by the Company and returned to the Repairer for repair is declared serviceable with non-confirmed fault by the latter through strip report or where a serviceable Item removed from the Pool by the Repairer and delivered to the Company under the standard exchange Service set out in Exhibit 9 (Spare parts standard exchange Service) is returned by the Company to the Repairer unused;

Notice



means any notice or communication pertaining to this Agreement which shall be given in writing delivered by hand and/or by courier service with proof of delivery and/or by fax, and:   a) if delivered by hand, shall have been deemed received when so delivered; or,   b) if delivered by registered mail, shall be deemed to have been received by the addressee on the Day on which it shall have signed as received; or,   c) if delivered by fax, shall be deemed to have been received by the addressee on the next Business Day following electronic acknowledgement.   In the event a Party chooses to give a Notice by several of the aforesaid means, the earliest of the receipt dates will be considered.   In any case, any notice or communication shall be also transmitted by an e-mail with attached copy of such (in format PDF or similar support)n, for courtesy purpose only.     AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 11/110

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





Execution version     OEM or Original Equipment Manufacturer

means a manufacturer of parts other than ATR manufactured parts including the engine manufacturer, the propeller manufacturer, the landing gear manufacturer or an LRU manufacturer;

Packaging or Packed



means packaging of any Item or packed Item, as relevant, shipped by either Party to other Party under the Agreement, in compliance with the following:   (i) Repairer's and/or its suppliers' and/or its Subcontractors' and/or OEM's recommendations, as relevant; and   (ii) ATA 300 specifications for air transport; and/or   (iii) International Carriage Of Dangerous Goods By Road (ADR) regulation for good and reusable condition; and/or,   (iv) International Air Transport Association (IATA) Dangerous Goods Regulations, for any shipment of dangerous Items.   Person   means any state, division of a state, Government Entity, individual or corporate body or any association of any one or more of the foregoing;

Pool



designates a stock of serviceable LRUs listed in Exhibit 6 (LRUs covered by repair and standard exchange Services), available on a non-exclusive basis to the Company under standard exchange Service as per Exhibit 9 (Spare parts standard exchange Service); such Pool may be amended from time to time by the Repairer by way of Notice sent to the Company, in compliance with this Agreement, subject to Company's approval.

Repair Shop   means any FAA/EASA part 145 or ANAC approved repair shop selected by the Repairer and acting as its Subcontractor;

Repairer Indemnified Parties

means the Repairer and/or ATR, as relevant, and/or their Affiliates and/or their respective lawful successors and/or assigns and/or their respective subsidiaries, officers, directors, employees, agents or Subcontractors;

Reference Removal Rate(s) or RRR



designates the standard reference rate of LRU removals per one thousand (1,000) FH, established in units and tens, during each period of six (6) consecutive Months of Aircraft activity during the Term for all LRUs listed into Exhibit 6 (LRUs covered by repair and standard exchange Services) excluding Main Elements and/or Main Element sub-assemblies, and indicated in Clause 1.3.1 of the Exhibit 14 (Price conditions);

Rogue Units



designates a LRU for which the same serial number has been removed from an Aircraft on three (3) or more occasions for similar discrepancies (except regarding specific services not covered by the Services and except to the extent caused by Company's Default), or four (4) NFF based on official Repair Shop data within a twelve (12) Month period, with confirmation of approved trouble shooting as per the CMM and/or the AMM;     AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 12/110

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





Execution version     Scheduled Event



with respect to LRUs and/or Main Elements and/or Aircraft airframe that are subject to programmed overhauls and/or inspections, designates such overhaul and/or inspections that shall take place after a specified number of accrued FH and/or Cycles or Months as set out in Exhibit 11 (Main Elements Services) for the Main Elements and in the CMM for the relevant LRUs;

Security Deposit



designates the cash payment and/or the LOC issued, as security for the Company's performance of all of its obligations under this Agreement, in compliance with Clause 13 (Security Deposit) of this Agreement;

Service



means any and all operational support tasks to be carried out by the Repairer and/or its Subcontractors under this Agreement, as defined in Exhibit 2 (List of Services provided under this Agreement);

Signing Date   means the date indicated on page four (4) of this Agreement and refers to the date on which this Agreement is signed by both Parties;

Spare Main Element   means the spare Main Element(s) the Repairer makes available to the Company during Main Element maintenance according to Exhibit 11 (Main Elements Services);

Standard Operations   has the meaning set forth in Clause 3.2 of Exhibit 14 (Price conditions);

Start Date   means the date occurring thirty (30) Days after the Signing Date, subject to fulfilment of the conditions set out in Clause 17 (Conditions precedent);

Stock   means all or part of the Items, as relevant, listed in Exhibit 5 (Stock);

Storage Location   means Company's facilities where the Stock is located as defined in Exhibit 8 (Lease of the Stock);

Subcontractor   means any Person, including a Repair Shop, engaged by the Repairer to support the Repairer in the performance of its contractual obligations under this Agreement;

SWIFT   stands for the Society for Worldwide Interbank Financial Telecommunication;

Taxe(s)



mean any and all present or future fees (including license, recording, documentation and registration fees), taxes [including income taxes, gross receipts taxes, capital taxes, franchise taxes, net worth taxes, gross profits taxes, sales taxes, rental taxes, use taxes, turnover taxes, value added taxes, ad valorem taxes, property taxes (tangible and intangible), excise taxes, customs or import duty, documentary and stamp taxes], licenses, levies, imposts, duties, charges, assessments or withholdings of any nature whatsoever, whether now existing or hereafter adopted, enacted or amended, howsoever imposed, levied or asserted by any Government Entity or taxing authority together with any and all penalties, fines, additions to tax and interest thereon;

TBO   stands for Time Between Overhaul and means the FH or CY elapsed between two (2) consecutive overhauls;

Term   means the period of time starting from the Signing Date and ending on the End Date;     AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 13/110

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





Execution version     Time and Material

means any sale of goods and services, not covered by the scope of this Agreement and charged to the Company, which is subject to the ATR General Terms and Conditions for the Sale of Goods and Services;

TNR or Technically Non Reparable

means where an unserviceable Item (i) is not repairable according to ATA 100 and/or (ii) for which no technical repair can be considered;

TSN or Time Since New   means the FH elapsed since new;

TSO or Time Since Overhaul   means the FH elapsed since the last overhaul;

US Dollar or $   designates the legal currency of the United States of America;

Vendor Warranty Manual

means the manual giving details of the warranties granted by an OEM with respect to certain parts of Aircraft, provided by the said OEM;

Week   means a period of seven (7) Days;

Work Order   means any order issued by the Company to the Repairer for any of the Services and being one of the forms set out in Exhibit 7 ([Repairer standard Work Order forms), as applicable.

  2.2 In this Agreement, save as otherwise expressly indicated to the contrary, any reference to:     2.2.1 this Agreement or any other agreement or document shall be construed as a reference to this Agreement or such other agreement ordocument as amended, novated or supplemented from time to time; any reference to this Agreement includes its Exhibits; and,     2.2.2 any Clause shall be construed as a reference to a clause of this Agreement and/or of an Exhibit to this Agreement, as relevant; and,       2.2.3 any Exhibit shall be construed as a reference to an Exhibit to this Agreement; and,     2.2.4 Headings: Clauses and Exhibits headings and sub-headings are used in this Agreement only for the ease of reading. They are notintended to affect its meaning and should not be used for the sake of its construction; and,     2.2.5 includingshall be construed as a reference to … including, without limitation,… or … including but not limited to…; and,     2.2.6 Singular and plural: wherever the context so requires, the singular shall include the plural and vice versa; and,     2.2.7 a date will be by reference to the Gregorian calendar; and,     2.2.8 in writing includes any modes of reproducing words in a legible and non-transitory form but does not include e-mail (but caninclude the copy PDF of any document sent   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 14/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED     by e-mail); and,

  3. DURATION AND RENEWAL

3.1 The Agreement enters into force on the Signing Date; it will have a duration of [*****] as from the Start Date (the Initial Term).   3.2 Upon expiry of the Initial Term, this Agreement [*****] unless a Notice of non-renewal is given by either Party to the other Party [*****] prior to the expiry of the Initial Term or the end of a renewal period, if any.   3.3 The Agreement shall end on the End Date without any further action, unless otherwise provided under this Agreement.

  4. EXCUSABLE DELAY

4.1 If a Party (the Affected Party) is prevented, hindered or delayed from or in performing any of its obligations under this Agreement by an event which is unpredictable and unavoidable, including war or civil or foreign armed aggression, riots, fires, floods, explosions, earthquakes or accidents, epidemics or quarantine restrictions, any act of a Government Entity, embargoes, export prohibitions, failure by a subcontractor and/or vendor to furnish supplies or parts or delay the same, strikes or labour troubles causing cessation of work, such event will be referred to as an Excusable Delay.   4.2 The Affected Party will give Notice to the other Party (the Non-Affected Party) of such Excusable Delay as soon as reasonably possible after it becomes aware thereof, and the Affected Party will use its reasonable endeavours to mitigate the effects of such Excusable Delay, without being obliged however to incur any unreasonable costs.   4.3 Neither Party shall be held liable, or deemed to be in Default, if it fails to perform its obligations under this Agreement due to an Excusable Delay; without prejudice to Clause 4.5 hereinafter, the time fixed for the performance by the Affected Party of its obligations affected by the Excusable Delay shall be equivalent to the time set out under this Agreement plus a grace period equivalent to the time lost further to the occurrence of and because of the Excusable Delay.   4.4 As soon as reasonably possible after the end of the Excusable Delay, the Affected Party shall give Notice to the Non-Affected Party that the Excusable Delay has ended.   4.5 If the Excusable Delay continues for more than [*****] as from the receipt by the Non-Affected Party of the Notice as per Clause 4.2, each Party shall be entitled to terminate this Agreement according to the terms of Clause 16.4 hereof.

  5. SERVICES AND OBLIGATIONS OF THE PARTIES

5.1 Services       [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 15/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED   The Repairer shall provide the Company with the Services listed in Exhibit 2 (List of Services provided under this Agreement).   5.2 General conditions of the Services

  5.2.1 The Services shall comply with the applicable AMM, MRBR and MPD issued by ATR, as Aircraft manufacturer, and the relevant CMM in force as of the Signing Date, and with the EASA and/or FAA or ANAC regulations in force at the time of performance of such Services

  5.2.2 Should the AMM, MRBR or the MPD be modified in a manner that is likely to modify or impact the performance of the Services, the Parties hereby agree to negotiate in good faith the consequences of such modifications and impacts on this Agreement (including on the prices set out in Exhibit 14 Price conditions).



5.2.3 Audit of the Repair: Company shall have the right, under EUR OPS or PART M equivalent applicable regulation approval, to audit the management and the performance of the Services provided by the Repairer under this Agreement, subject to giving a [*****] prior Notice to the Repairer. The cost of any such audits by the Company's representative(s) shall be borne by the Company unless if, as a result of that audit, the Repairer is found to be in Default, in which cases the cost of such audit will be borne by the Repairer.     5.2.4 Company's audit: at any time during the Term, the Repairer may:     (i) audit the management and the performance of the Company's maintenance activities which are still under Company'sresponsibility; and/or,     (ii) arrange for operational visits, in order to check that the Company complies with its obligations under this Agreement; and/or,     (iii) investigate in any place, with the assistance of the Company, the causes of any abnormal removal or failure rate of any Itemand/or Abnormal Use.

The Repairer shall give a Notice to the Company no later than [*****] prior to such audit or operational visit.

The Company shall provide at no cost for the Repairer all necessary support to the Repairer's representative(s) and give access to:     (i) the Company's facilities or any other place where the Aircraft and/or any data or document related to Aircraft maintenance andoperations that the Repairer may require may be located; and,     (ii) the exact number of accumulated FH and Cycles for any Aircraft and Items operating or maintenance records.

Unless otherwise agreed between the Parties, any operational visit shall be conducted during the scheduled operations of the Aircraft and the Repairer or its representative(s) shall use its reasonable endeavors not to disrupt the Company's scheduled operations.

The cost incurred by the Repairer to conduct such audits and visits will be borne by the Repairer unless (i) a Company's Default (as defined in Clause 16 Termination) has occurred and/or (ii) as a result of that audit or visit, the Company is found to be in Default, in which cases the cost of such audit or operational visit will be borne by the Company .

The Repairer has no duty or obligation to perform any audit or operational visit and shall   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 16/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED   not incur any obligation or liability if it does not perform any of its audit or operational visit rights referred to in this Clause 5.2.4.

The Repairer shall notify the Company of the outcome of any such audit or operational visit and of any remedial action that the Company shall perform to comply with its obligations under this Agreement. The Company shall carry out all such remedial actions within a mutually agreed time period , otherwise the Company shall be deemed in Default.

It is acknowledged and agreed that any audit or operational visit by the Repairer will be conducted by the Repairer for its own purposes in connection with this Agreement and the Repairer shall have no responsibility, liability or obligations with respect to the safety compliance with any AD, operation or, except as otherwise provided herein, maintenance of any Aircraft, all of which shall be the sole responsibility, liability and obligation of the Company.   5.3 Obligations of the Parties       5.3.1 Obligations of the Company

  5.3.1.1 As a counterpart to the terms and conditions (including pricing conditions) agreed between the Parties under this Agreement [*****]. In the event, the Company fails to do so, the Repairer shall be entitled to revise such terms and conditions in order to take into account such failure.     5.3.1.2 During the Term, the Company shall:     (i) operate and maintain the Aircraft in compliance with all applicable technical documentation and any otherinstructions issued by ATR and the OEM; and,     (ii) remove and install LRUs and Main Elements from and on Aircraft; and,

  (iii) comply with any AD, and order such incorporation or modifications from the Repairer; and consequently manage the update of Aircraft, LRUs and Main Elements mandatory or regulatory technical notices and log books and deliver to the Repairer a copy of such documentation upon each maintenance event or upon Repairer's request; and,     (iv) promptly inform the Repairer in case the Company or their insurer intends to attend any LRU or Main Element tear-down at the Repair Shop; and,

  (v) provide the Repairer not later than the tenth (10t h) Day of each Month with an activity report relating to each Aircraft and each Main Element serial number, and containing at least FH and Cycles performed during the preceding Month, the TSN, CSN, TSO, CSO, and the removals/installations events during such Month; and,     (vi) preserve the Aircraft, any Main Elements and/or any and all sub-assemblies in accordance with the AMM in caseany Aircraft is temporarily unused by the Company for any reason whatsoever.     5.3.2 Obligations of the Repairer

During the Term, the Repairer shall use its reasonable commercial endeavors, in accordance   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 17/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED   with this Agreement:     (i) to carry out the Services pursuant to the Work Order(s) placed by the Company ; and,     (ii) to ensure that the Services provided to Company shall comply with EASA, FAA or ANAC regulations in force, as applicable     (iii) in the event of specific or exceptional circumstances affecting the Company or the Repairer, to obtain the assistance of anyone or several third Parties servicers or suppliers of spare parts, subject to the Company s prior approval; and     (iv) to administer LRUs and Main Elements warranty claims issued by the Company.

  6. DELIVERIES

The Delivery Location shall be one of the addresses set out in Clauses 6.1 and 6.2 hereafter as the context requires.   6.1 Items delivered by the Repairer to the Company

Unless otherwise set forth in this Agreement, the Repairer shall deliver to the Company:     6.1.1 any Item as relevant in accordance with Exhibits 8 (Lease of the Stock), , 11 (Main Elements Services) and 15 (Advanced PoolStock), [*****] and Packed at the following address:

ATR Customer Support C/O DHL Solutions ZA du Pont Yblon 95500 Bonneuil en France

And;

any Item from the List A of the Exhibit 6 (LRUs covered by repair and standard exchange services), as relevant in accordance with Exhibit 9 (Spare parts standard exchange Service) and Exhibit 10 (LRUs repair Service), [*****] and Packed at the following address:

ATR Customer Support C/O DHL Solutions ZA du Pont Yblon 95500 Bonneuil en France

And:

any Item from the List B of the Exhibit 6 (LRUs covered by repair and standard exchange services), as relevant in accordance with Exhibit 9 (Spare parts standard exchange Service) and Exhibit 10 (LRUs repair Service), [*****] and Packed at the following address:

Helibras - Helicópteros do Brasil - Air Bus Helicopters Rodovia Dom Pedro I - Km 87 - Pista Norte Condomínio Barão de Mauá - Atibaia - São Paulo   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 18/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED   or at any other address the Repairer may from time to time notify to the Company.     6.1.2 Intentionally left blank     6.2 Items returned by the Company to the Repairer

The Company shall return to the Repairer:     6.2.1 any Item as relevant, in accordance with Exhibits 8 (Lease of the Stock), 11 (Main Elements Services) and 15 (Advanced PoolStock), [*****] and Packed at the following address:

ATR Customer Support C/O DHL Solutions ZA du Pont Yblon 95500 Bonneuil en France

And;

any Item from the List A of the Exhibit 6 (LRUs covered by repair and standard exchange services) as relevant in accordance with Exhibit 9 (Spare parts standard exchange Service) and Exhibit 10 (LRUs repair Service), [*****] and Packed at the following address:

ATR Customer Support C/O DHL Solutions ZA du Pont Yblon 95500 Bonneuil en France

And:

any Item from the List B of the Exhibit 6 (LRUs covered by repair and standard exchange services) as relevant in accordance with 9 (Spare parts standard exchange Service) and 10 (LRUs repair Service), [*****] and Packed at the following address:

Helibras - Helicópteros do Brasil - Air Bus Helicopters Rodovia Dom Pedro I - Km 87 - Pista Norte Condomínio Barão de Mauá - Atibaia - São Paulo

or at any other address the Repairer may from time to time notify to the Company.     6.2.2 Intentionally left blank    6.3 Nota fiscal reporting

Regarding the Items flow between the Stock and the Pool and vice et versa, as set forth under Clause 6 hereof, the Parties shall have the following obligations:     - From Stock to Pool: the Company shall issue in due time any necessary document or required by the Repairer, including the NotaFiscal which shall comprise full, accurate   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 19/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED   and complete information (as further detailed here below) and be in a form and substance compliant with applicable laws and regulations.



- From Pool to Stock: subject to receipt from the Company of any necessary document or required by the Repairer as set forth here above, as relevant, the Repairer shall issue or have issued by third party in due time any necessary document or required by the Company in the frame of the Services, including the Nota Fiscal which shall comprise full, accurate and complete information (as further detailed here below) and be in a form and substance compliant with applicable laws and regulations. In addition, the Repairer shall provide or have provided by third party, a weekly reporting to the Company regarding the traceability of the Items and promptly answer to any request from the Company related thereto, in a form and substance in accordance with the form attached in Exhibit 18 (Nota fiscal reporting).

For the avoidance of doubt, each Nota Fiscal shall be established in compliance with the relevant CFOP code according to the latest revision of SINIEF (Sistema Nacional Integrado de Informações Econômico-Fiscais), the current version is 07/01, which shall notably comprise the following element:     - Seller of the goods: Name, address, contact information, Federal registration number, State Registration number   - Acquirer of the goods: Name, address, contact information, Federal registration number, State Registration number   - Transaction: type of transaction, nature of the transaction, transaction code, date of the transaction   - Product: description, code, quantity, value, serial number of the relevant Item   - Taxes : calculation basis, tax rate   - Other information: freight, insurance, other costs   - Additional information: in case of special taxation

  7. WORK ORDERS

During the Term, the Company shall use the appropriate Work Order form (Exhibit 7 Repairer Standard Work Order Forms), depending on the nature of the Service requested, and send the Work Order to the Repairer according to the notice details below or any other contact the Repairer may from time to time notify to the Company.       For any Services   ATR SPARES DISTRIBUTION DESK   requested in standard   Tel: (33) 5 62 21 60 80   conditions (including   Fax: (33) 5 62 21 62 80   routine and critical):   e-mail: spares.orders@atr.fr

    For any Services     A.O.G. DESK:   requested in AOG   Tel: (33) 5 62 21 62 00   conditions:   Fax: (33) 5 62 21 62 62     e-mail: aog.toulouse@atr.fr   8. INSURANCES

8.1 Without prejudice to any term and condition under this Agreement, the Company shall maintain in force, at all times during the Term and [*****], at its own costs and expenses, with insurers of internationally recognized   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 20/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED   reputation reasonably acceptable to the Repairer, insurances in accordance with industry standards with respect to the undertakings of the Company in Clause 15 (Liability and Indemnity) of this Agreement including:     (i) Aircraft Hull and Spares All Risks Insurances (including, to the extent usually available war and allied perils); and,

  (ii) Comprehensive General Third Party Legal Liability and Aircraft Passengers and Third Party Legal Liability Insurance in respect of incidents involving Aircraft to the extent usually available, having a Combined Single Limit of not less than [*****] any one occurrence; and,     (iii) Employer's liability insurance; and,     (iv) Repairer's values to be insured, including:     - Lease of Stock (Exhibit 8 Clause 2.2) and Advanced Pool Service (Exhibit 15): the Items of the Stock shall be insured by theCompany under Spares All Risk Insurance for not less than the full replacement value; and,



- Main Elements Service (Exhibit 11): each Spare Main Element to be delivered by the Repairer to the Company shall be insured by the Company, for not less than its full replacement value, under the Hull Insurance when installed on the Aircraft in addition to the agreed value of such Aircraft and under the Spares All Risk Insurance while in Stock prior to attachment or following removal and replacement from the Aircraft, including transportation to and from the Company.   8.2 In respect of Hull and Spares All Risk Insurances, the Repairer shall be named as additional insured and loss payee for their respective rights and interests, to the extent required under Clause 15 (Liability and Indemnity) of this Agreement.   8.3 In respect of Liability Insurance, the Repairer shall be named as additional insured and loss payee, as relevant, to the extent required under Clause 15 (Liability and Indemnity), with severability of interest and confirmation that the Company policy shall be primary without right of contribution.   8.4 In respect of all of the above insurances to contain breach or warranty provisions and confirmation the policies shall not be cancelled or materially changed without [*****] prior written notice [*****] or such lesser period in respect of War and Allied Peril).   8.5 Any applicable deductible shall be borne by the Company with respect to the above insurances.   8.6 At the latest upon the Signing Date, the Company shall provide the Repairer with relevant insurance certificates, in English, evidencing insurance requirements of this Clause 8, in a form reasonably acceptable to the Repairer, to be attached to this Agreement in the Exhibit 17 (Insurance certificates).

Upon each renewal of the relevant insurance policies, the Company shall on reasonable request provide the Repairer with relevant insurance certificates in order to evidence insurance is maintained in accordance with this Clause 8. The Company also agrees to promptly pay each premium in respect of the aforesaid insurances and in the event of its failure to take out or maintain any such insurance then, without prejudice to any other rights it may have in respect of such failure, the Repairer may do so in its place and recover the cost   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 21/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED   of doing so from the Company.

8.7 The Repairer shall at its own expense procure and maintain in force, with insurers of internationally recognized reputation acceptable to the Company an Aviation Liability insurance which should include:

  (i) Aviation Products Liability insurance: the Repairer shall maintain or shall cause its Subcontractors to maintain a Products Liability Insurance during the performance of the Services up to an amount not less than [*****] per occurrence and in the annual aggregate; and,     (ii) Hangar Keeper Liability insurance: the Repairer shall maintain or shall cause its Subcontractors to maintain during the performance ofthe Services an Hangar Keeper Liability Insurance in an amount of not less than [*****] any one occurrence.

The Repairer shall, at the latest upon the Signing Date, provide the Company with evidence of the insurance maintained in accordance with this Clause 8.7.

  9. WARRANTIES

Upon Delivery, and subject to the terms of this Agreement, including the disclaimers and limitations on liability set forth in such warranties and in Clause 14 (Disclaimer) of this Agreement, the Company shall be entitled to the benefit of the following warranties:     i) For new LRUs or Main Elements, the terms and conditions set into the related Vendor Warranty Manual and in ATR72-600 Aircraft inthe relevant clauses of the relevant Aircraft sale and purchase agreement, shall apply.

  ii) For used LRUs and Main Elements repaired and overhauled by the Repairer, the warranty period shall start on the date of Delivery and shall end [*****] thereafter, whichever occurs the earliest, and such warranty shall be subject to the exclusions of warranty set forth in Exhibit 10 (LRUs Repair Service) and in Exhibit 11 (Main Elements Services).

  10. PRICES

The Company shall pay to the Repairer the prices for the Services set out in Exhibit 14 (Price conditions).

  11. RECONCILIATION

11.1 Reconciliation: Every [*****] as from the Start Date and throughout the Term, the Parties will record the actual number of FH and Cycles [*****] of the preceding [*****] period, in order to reconcile (i) the amount effectively due to the Repairer with (ii) the total amount already paid by the Company , as relevant, as per Clause 12.1 (ii) hereafter, with respect of such period, as follows:     (i) In case the amount effectively due to the Repairer with respect of the number   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 22/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED   of FH and Cycles accumulated during the considered [*****] period is higher than the total amount already paid by the Company for the said period, the Repairer shall then issue an additional invoice in an amount equal to the difference between these amounts, to be paid by the Company as per Clause 12 (Invoicing and payment terms); or,

  (ii) In case the amount effectively due to the Repairer with respect of the number of FH and Cycles accumulated during the considered [*****] period is lower than the total amount already paid by the Company for said period, the Repairer shall issue a credit in an amount equal to the difference between these amounts; and/or,

  (iii) In case MRR is above RRR, the Repairer shall invoice an amount equal to the price set out in Clauses 2.2 and 3 of the Exhibit 14 (Price conditions), multiplied by the Aircraft fleet FH accrued during the [*****] reference period, multiplied by the difference between the MRR and the RRR; or,

  (iv) In case MRR is less than RRR, the Repairer shall issue a credit in an amount equal to the price set out in Clauses 2.2 and 3 of the Exhibit 14 (Price conditions), multiplied by the Aircraft fleet FH accrued during the [*****] reference period, multiplied by the difference between the RRR and the MRR, with a maximum allowed difference of [*****].

Each reconciliation shall be independent and shall have no impact on any subsequent reconciliation and/or invoicing.   11.2 Final reconciliation: within [*****] as from the End Date and without prejudice to Clause 6 of Exhibit 14 (Price conditions) when applicable, a final reconciliation shall be performed by the Repairer as per this Clause 11 (Reconciliation).

Any Credit Note resulting from this final reconciliation and due by the Repairer to the Company shall be issued within [*****] as from the effective End Date, subject to Clause 11.3 of this Agreement.   11.3 Each time a Credit Note results from any reconciliation, the Repairer shall issue such Credit Note to the Company, provided that the Company, is not in Default.

  12. INVOICING AND PAYMENT TERMS

12.1 The Repairer shall invoice the Company:     (i) [*****]     (ii) [*****]     [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 23/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED   [*****]   [*****] [*****]   [*****]   [*****]   [*****] [*****]   [*****]   [*****]   [*****]   [*****] [*****]   [*****]   (iii) [*****]     (iv) [*****]     (v) [*****]     (vi) [*****]     (vii) [*****]     [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 24/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED

  (viii) [*****]     (ix) [*****]     (x) [*****]     (xi) [*****]   12.2 Unless otherwise set out herein, the Company shall pay all invoices issued by the Repairer pursuant to this Agreement, as follows:     (i) within thirty (30) Days from the date of issuance of the Repairer's invoice; and,   (ii) in US Dollars; and,   (iii) by SWIFT wire transfer; and,   (iv) to the following bank account :

NATIXIS PARIS 30 Avenue Pierre Mendès-France - 75013 PARIS - FRANCE Bank Code: [*****] Branch Code: [*****] Beneficiary: Avions de Transport Régional G.I.E. Bank Account: [*****] Key: [*****] IBAN Code: [*****]

or such other account as the Repairer may from time to time notify to the Company.

For the sake of clarity, the Repairer shall issue any invoice at least ten (10) Days before the first Day of the Month of reference for the Services.   12.3 Payments due to the Repairer herein shall be made in full, without set-off, counterclaim, deduction or withholding of any kind. Consequently, the Company shall procure that the sums received by the Repairer under this Agreement shall be equal to the full amounts expressed to be due to the Repairer herein, without deduction or withholding on account of and free from any and all Taxes (including all applicable sales, use, transfer and value added taxes and any tax required to be deducted or paid under the Laws of the country the Services are provided in respect of amounts paid by the Company to the Repairer), levies, imposts, dues or charges of whatever nature.   12.4 If any payment due to the Repairer (the Unpaid Amount) remains unpaid after the date on which it is payable (the Due Date), without prejudice to any other rights or remedies that it may have at Law and/or under this Agreement, the Repairer shall be entitled to charge interests on such overdue sum from the Due Date until the actual date of payment of such sum at a rate per annum equal to the aggregate of [*****], such interest being calculated on a monthly basis. In any case, such interest rate shall not be lower than the highest of the three (3) following rates:     [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 25/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED

  (i) [*****]     (ii) [*****]     (iii) [*****]

In addition to the foregoing, and in compliance with Article L441-6 of the French Commercial Code, the Company shall pay a minimum fixed sum of forty (40) euros for compensation of recovery costs and reimburse all costs and expenses (including legal costs) incurred by the Repairer in the collection of any Unpaid Amount.   12.5 Invoice dispute: any invoice disputed by the Company shall have to be issued by Notice duly documented to the Repairer within [*****] from the date of its issuance. For the sake of clarity, the undisputed portion of such invoice shall be paid pursuant to this Agreement. Any invoice not disputed by the Company within said [*****] period, shall be deemed to be accepted by the Company.

  13. SECURITY DEPOSIT

13.1 As per provisions of Clause 17 (Conditions precedent), and unless otherwise agreed by the Parties, the Company shall pay the Security Deposit to the Repairer in an amount equal to the aggregate of:     (i) [*****], as per Exhibit 14 (Price conditions); and,     (ii) [*****] of the value of the Stock.

For the sake of clarity, the global amount of Security Deposit payable at the time of the Signing Date shall be [*****].   13.2 Such Security Deposit shall be constituted either, as follows, at the option of the Company:     (i) a cash deposit by SWIFT wire transfer to the bank account indicated in Clause 12.2 (iv); or,

  (ii) one (1) LOC with a validity of at least [*****], acceptable to the Repairer acting reasonably. Such LOC shall be renewed and its confirmation extended, at the latest [*****] before the expiry of each previous LOC; all costs incurred as a result of the issuance and confirmation of the LOC shall be borne by the Company.

It is agreed that the Security Deposit must be available for the period ending [*****] after the Term; such Security Deposit shall be the property of the Repairer and shall be non-refundable except as set out in this Agreement.

Provided the Company is not in Default under this Agreement and/or any other agreement entered into between the Parties and subject to the prior written approval of the Repairer, the Company shall be entitled to substitute the LOC by a cash deposit, and vice et versa, subject to the terms of this Clause 13.   13.3 In the event that the LOC is not renewed or extended as per the terms of Clause 13.2 here above, the cash deposit shall become immediately due and payable and the Repairer shall be entitled to draw such LOC, in order for the Repairer to receive an amount equal to the Security Deposit.     [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 26/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED     13.4 If, during the Term, the Company is in Default under this Agreement or under any other agreement entered into between the Repairer and the Company, and without prejudice to any rights and remedies available at Law and/or under this Agreement, the Repairer shall be entitled to forthwith use, apply or retain all or any portion of the Security Deposit, in order to remedy such Default, including the failure to pay any due sums, the compensation or otherwise reimbursement of any sums which the Repairer may in its discretion advance or expend as a result of said failure.

If the Repairer so uses, applies or retains all or any portion of the Security Deposit, such use, application or retention shall not be deemed a cure or waiver of its rights hereunder and/or at Law as a consequence of any such Default, unless such use, application or retention has discharged in full the relevant sums then due and owed to the Repairer by the Company, and the Company shall voluntarily or promptly upon written demand provide to the Repairer additional security in an amount sufficient to restore the Security Deposit.   13.5 At the maximum at the end of the period of [*****] following the Term, (or such early date as the Company has made all payments due hereunder at the Repairer satisfaction), and provided that the Company is not in Default under this Agreement or any other agreement entered into between the Parties, the Repairer shall pay to the Company an amount equal to the balance of the Security Deposit, if any.

  14. DISCLAIMER

TO THE EXTENT PERMITTED BY LAW, THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT SET OUT THE REPAIRER'S ENTIRE LIABILITY WITH RESPECT TO ALL GOODS AND SERVICES SUPPLIED HEREUNDER AND THE COMPANY AGREES THAT ALL OTHER CONDITIONS, WARRANTIES AND TERMS EXPRESSED OR IMPLIED BY LAW, STATUTE OR OTHERWISE, ARE HEREBY EXPRESSLY EXCLUDED.

  15. LIABILITY AND INDEMNITY

15.1 SUBJECT TO CLAUSE 15.2 BELOW, THE REPAIRER, SHALL NOT BE LIABLE TO THE COMPANY FOR ANY OF THE FOLLOWING TYPES OF LOSS OR DAMAGE ARISING UNDER OR IN RELATION TO THIS AGREEMENT (WHETHER ARISING FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, MISREPRESENTATION OR OTHERWISE):

[*****]

[*****]   15.2 NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR RESTRICT ANY LIABILITY   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 27/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED   OF THE REPAIRER FOR DEATH OR PERSONAL INJURY ARISING OUT OF NEGLIGENCE OR MISCONDUCT,, OR FOR ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED BY LAW.   15.3 WITHOUT PREJUDICE TO CLAUSES 15.1 AND 15.2, THE COMPANY SHALL, EXCEPT IN CASE OF GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF THE REPAIRER, BE LIABLE FOR AND SHALL INDEMNIFY AND HOLD HARMLESS THE REPAIRER INDEMNIFIED PARTIES FROM AND AGAINST ALL LIABILITIES, CLAIMS, DAMAGES, LOSSES, SUITS, ACTIONS, PROCEEDINGS, JUDGEMENTS, COSTS AND EXPENSES INCIDENT THERETO (INCLUDING LEGAL EXPENSES AND ATTORNEY FEES INCIDENT THERETO OR INCIDENT TO SUCCESSFULLY ESTABLISHING THE RIGHT TO INDEMNIFICATION), FOR INJURY TO OR DEATH OF ANY PERSON AND/OR FOR LOSS OF OR DAMAGE TO ANY PROPERTY AND/OR FOR LOSS OF USE THEREOF ARISING (INCLUDING THE AIRCRAFT), CAUSED BY OR IN ANY WAY CONNECTED TO THE PERFORMANCE OF THIS AGREEMENT.

  16. TERMINATION

16.1 Termination events: without prejudice to any other rights under this Agreement and/or at Law, either Party shall be entitled to terminate all or part of this Agreement by Notice of termination, as per Clauses 16.4 (Termination procedure) and 16.6 (Consequences of termination), in the following events:



a) Insolvency: the other Party becomes insolvent or goes into liquidation or ceases paying its debts as they fall due or makes an assignment for the benefit of creditors or if such Party being a limited Company passes a resolution for its winding up or if a petition for its winding up is presented or it files for protection from its creditors under any applicable Law relating to bankruptcy or insolvency or any analogous event in any jurisdiction shall take place; and/or     b) Default: the other Party is in Default and does not remedy the same within [*****], or such extended period granted by the non-defaulting Party, from Notice of default specifying the failure and requiring the remedy of such, from the non-defaulting Party.

For the purpose of this Clause 16.1.b), will be deemed as material obligations under this Agreement, without the following being exhaustive:     (i) the compliance by the Company with any of its payment obligations;     (ii) the compliance by the Company with the provisions of Clause 17 (Conditions precedent) of this Agreement;     (iii) the operation by the Company of at least one (1) Aircraft;

  (iv) the use by the Company of any Item, delivered by the Repairer to the Company pursuant to Exhibits 8 (Lease of the Stock), 9 (Spare parts standard exchange Service), 10 (LRU repair Service), 11 (Main Elements Services) and 15 (Advanced Pool Stock) exclusively on Aircraft and to benefit of the Parties;     (v) the return by the Company to the Repairer of any unserviceable Item which should be exclusively removed from an Aircraft;     (vi) the compliance by the Repairer with its Delivery obligations;     (vii) the compliance by the Parties with any of the insurance obligations as per Clause 8 (Insurances) of this Agreement;     (viii) the compliance by either Party with any other of its obligations which by its   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 28/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED     nature and/or context is intended to be material.     c) Excusable Delay: an Excusable Delay event lasting for more than [*****] in accordance with Clause 4.5 of this Agreement.   16.2 Left intentionally blank     16.3 Suspension procedure: notwithstanding the terms of Clause 16.4 below, in the event of a Company's Default as per Clause 16.1.b), the Repairer shall be entitled to suspend all or part of this Agreement by way of Notice of suspension which shall specify:     (i) the Services for which such suspension shall be immediately effective until such Company's Default is corrected; and     (ii) that any pending Work Order and/or placed as from the Notice of suspension will be provided upon specific commercial proposalsubject to Payment In Advance procedure (and/or any additional conditions to be agreed upon by the Parties, as relevant).

For the sake of clarity, such Notice of suspension shall not be construed as a waiver by the Repairer of its rights regarding (i) the obligation of the Company to perform each and every of its obligations under this Agreement and/or (ii) the right of the Repairer to enforce each and every of such Company's obligations and/or (iii) the right of the Repairer to terminate this Agreement, as per this Clause 16 (Termination) of this Agreement.   16.4 Termination procedure: to the fullest extent permitted by Law and/or under this Agreement, the termination of all or part of this Agreement, for any reason whatsoever, as per Clauses 3 (Duration and renewal) and 16 (Termination), shall become effective as from the receipt by the relevant Party of a Notice of termination from the other Party, or any other period to be granted by such other Party, without it being necessary to take any further action or to seek any consent from the relevant Party or any court having jurisdiction.

The right of a Party to terminate all or part of this Agreement as per this Clause 16 shall be without prejudice to its other rights and remedies available at Law and/or under this Agreement to seek termination of all or part of this Agreement before any court having jurisdiction, following arbitration proceedings consistent with Clause 24 (Governing law and arbitration) of this Agreement.

In case of termination of part of this Agreement, the Notice of termination shall specify the Services that shall be terminated on the date of such termination.

Any Work Order placed prior to the termination of all or part of this Agreement shall remain valid, provided that (i) any sum due by the Company to the Repairer under the Agreement and/or any other agreement between (i) the Repairer and (ii) the Company has been paid and (ii) when applicable, the Company having paid in advance the relevant Work Order price.

In the cases set forth within Clause 16.1.b) above, the non-defaulting Party shall be entitled to proceed by appropriate court action or actions, following arbitration proceedings consistent with Clause 24 (Governing law and arbitration) of this Agreement., to enforce performance of this Agreement, and/or to recover damages, without incurring any liability whatsoever and without prejudice to any other rights it may have at Law and/or under this Agreement, and specifically its right to terminate all or part of this Agreement.   16.5 Early termination fee: subject to not being in breach of any of its obligation under the Agreement, the Company may terminate this Agreement for convenience by way of Notice of termination; the Agreement shall be then terminated following a [*****] period as from   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 29/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED   the receipt of such Notice by the Repairer or any other lesser period to be granted by the Repairer.

Notwithstanding this Clause 16 (Termination), upon receipt of such Notice of termination and without prejudice to any rights it may have at Law, the Repairer shall invoice to the Company an early termination fee equivalent to [*****], which shall be paid within [*****] as from the issuance date of the said invoice and/or set off against any outstanding or due payment to the Company, at the Repairer's discretion.

  16.6 Consequences of termination

  16.6.1 Upon the End Date and without prejudice to any right that either Party may have at Law and/or under this Agreement [notably as perClause 13 (Security Deposit)], the termination and/or expiry of the Agreement shall have the following consequences:



a) Payment and reimbursement: subject to the provision of reasonable documentary evidence, any outstanding and/or due amounts by either Party to the other Party under this Agreement shall be promptly paid, and any and all legal fees and out- of-pocket expenses of the Party which terminates this Agreement for the other Party's Default including stamp, documentary, registration or other like duties, taxes or any charges incurred and/or in connection with enforcing, perfecting, protecting or preserving (or attempting to enforce, perfect, protect or preserve) any of its rights, or in suing for or recovering any sum, under this Agreement shall be forthwith reimbursed; and/or,     b) Return of the Items: the Repairer shall be entitled, in accordance with the terms and conditions of this Agreement, includingClause 6 (Deliveries), to:



(i) direct the Company to forthwith return the Items (excluding the Stock which, for the sake of clarity, shall be treated as per terms and conditions of Clause 6 (Return of the Stock) of the Exhibit 8 and Clause 7 (Purchase or return of the Advanced Pool Stock) of the Exhibit 15 to the address hereafter and/or any other address the Repairer may notify from time to time to the Company: [*****] and/or;     (ii) repossess the Items and the Company agrees that the Repairer may enter onto the Company's premises where suchItems may be located; and/or,     (iii) carry out any work, repair, re-certification, overhaul or replacement required to put such Items in serviceablecondition.

In any case under this Clause 16.6.1.b) (Return of the Items), the Company shall forthwith reimburse and pay any Loss incurred and/or suffered by the Repairer.     c) Termination for Default: in addition to the provisions of Clause 16.6.1.a) and b) here above, the defaulting Party shallindemnify and/or pay any Loss the other Party may sustain and/or incur as a result of such Default.

  d) In addition to the provisions of Clause 16.6.1.a) and b) and 16.6.1.c) here above, in the event the Repairer terminates the Agreement further to the occurrence of the event set out in Clause 16.1.b) (iii), the Company shall indemnify and/or pay for any Loss the   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 30/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED     Repairer may sustain and/or incur as a result of such termination     16.6.2 Mitigation

In case of termination of all or part for any reason whatsoever and/or expiry of this Agreement, either Party shall use reasonable endeavours to mitigate its Loss (to the extent within its control to do so), but it shall not be obliged to consult with the other Party concerning any proposed course of action or to notify such other Party of the taking of any particular action.

  17. CONDITIONS PRECEDENT

The Repairer's obligations under this Agreement shall be subject to each of the following conditions precedent having been met (or expressly waived by the Repairer) to the Repairer's satisfaction at the latest the [*****] Day from the Signing Date:     (ii) the Security Deposit being available as per Clause 13 (Security Deposit);and,     (iii) a statement signed by a duly authorized officer of AZUL recording the status (serial number, TSN, TSO, CSN, CSO, as applicable) ofeach Main Element as of the Signing Date; and,     (iv) a fully executed original of this Agreement;     (v) the phase-in as per Clause 5 of the Exhibit 14 (Price conditions).

  18. EXPORT CONTROL

The Company warrants that the Items, the Aircraft and Services shall be used for commercial purposes only, and shall be used and/or re- exported (where relevant) in compliance with all export control laws and regulations (hereinafter referred to as Export Laws), including those applicable to parts and components of the Items and the Aircraft. The Company acknowledges that the Repairer's obligations under this Agreement are subject to all such Export Laws, and that the Repairer shall in no event be liable in the event that the performance by the Repairer of any of its obligations under this Agreement is affected or impaired by Export Laws.

  19. NOTICES

No Notice shall be deemed to have been duly given by a Party to the other unless addressed as follows or to such other place or Person as the Parties may respectively designate in writing.

The Repairer shall be addressed at:

AVIONS DE TRANSPORT REGIONAL, G.I.E. 1, allée Pierre Nadot 31712 Blagnac CEDEX France

Attention:  Mr Cyril DUPUY

 E-mail: cyril.dupuy@atr.fr

Fax +00 33 5 62 21 67 40     [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 31/110

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





Execution version   The Company shall be addressed at:     AZUL

  Avenida Marcos Penteado de Ulhoa Rodrigues, 939, Castello Branco Office - Park - Torre Jatobá - 9° andar - CEP 06460-040 - Alphaville Industrial, Barueri, SaoPaulo, Brazil   Attention   Evandro Braga de Oliveira-   :   Technical officer     E-mail: evandro.oliveira@voeazul.com.br       Fax   55 11 4134-9890

  20. CONFIDENTIALITY

20.1 Confidentiality obligations

Unless otherwise provided in this Agreement, 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 Agreement and except as otherwise expressly agreed in writing by theDisclosing 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 Agreement;

  - 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 Agreement, provided however, that prior to any such disclosure both of the following conditions are satisfied:

  (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   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 32/110

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





Execution version     stop further disclosure.   20.2 Non application of confidentiality obligations

The obligations of Receiving Party with respect to Confidential Information as set forth in this Clause 20.1 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 Agreement or any other non-disclosure agreement 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 Agreement 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 agreement.   20.3 Permitted disclosure of Confidential Information

Notwithstanding any provision to the contrary in the Agreement, 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.   20.4 Disclosing Party's proprietary rights

Any Confidential Information shall remain the property of the Disclosing Party. The Agreement 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 Agreement.

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 the Confidential Information is transferred except as specifically stated in the Agreement, 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.     AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 33/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED     20.5 For the sake of clarity, and for the purpose of this Clause 20 and this Agreement, 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 Agreement.   20.6 This Clause 20 shall survive termination or expiry of this Agreement for a period of five (5) years following such End Date.

  21. TAXES

The prices set out in this Agreement [*****] and the [*****] shall not be required to pay and the [*****] shall bear, any present or future Taxes in any country of the Delivery [*****] pursuant to the requirements of this Agreement including the following:     i) Taxes levied on goods imported into or services to be delivered under this Agreement; and,     ii) Taxes levied on materials, equipment, tools and documentation imported temporarily which are required for the performance of thisAgreement; and,     iii) Taxes levied in Company's country for goods or services delivered by the Repairer to the Company; and,     iv) Value added taxes, sales tax, services tax, or any similar taxes imposed in any country, on goods or services delivered to the Company.

In the event any of the Items above are levied upon the [*****], the [*****] shall promptly issue a Notice to the [*****]. The [*****], within [*****] of receipt of such notification from the [*****] shall either cause the charge to be waived or pay the charges directly. For those Items above that the [*****] is required by Law to pay, the [*****] shall charge the [*****] and the [*****] shall reimburse the [*****] in an amount which leaves the [*****] in the same economic situation as if such payment of charges and reimbursement thereof had not been required.

If the Company is required by Law to make a withholding of taxes on the payments due to the Repairer under this Agreement, the Company shall gross up the payment so that the payment received by the Repairer after such withholding tax shall be the same amount of the prices described herein.

For sake of clarity, the Repairer shall bear income tax assessed on the Repairer's income and net profits in its country.

For Items delivered by the Repairer to the Company, the final customs clearance on flow between any Repairer's Affiliate located abroad and warehouse located in Brazil, as notably set forth in Clause 6, shall be borne by the Company. Customs duties, IPI, ISS, ICMS and other similar taxes shall be paid by the Company.

In addition, the Company shall provide the Repairer with the << import declarations >> pertaining to any import activities performed by the Company.

  22. ASSIGNMENT

There are no beneficiaries of this Agreement other than the Parties hereto and their Affiliates and Subcontractors to the extent provided herein.     [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 34/110

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





Execution version   This Agreement shall be binding on the successors and permitted assignees of the Parties hereto.



a) This Agreement has been entered into between the Parties in consideration of and based on characteristics specific to the Parties. Consequently either this Agreement or any of the respective rights or obligations of the Parties hereunder may be assigned or otherwise transferred, in whole or in part, in any form whatsoever (including by way of change of Control), by either Party subject to the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed, and any attempt to do so without such consent shall be null and void.     b) Notwithstanding the above:



(i) the Parties may at any time assign or transfer all or part of its rights and obligations under this Agreement to any of its Affiliates provided that such assignment or transfer is previously notified to the other Party. In such event, any reference in this Agreement to the assigning Party shall be deemed to constitute a reference to the assignee with respect to the part of this Agreement that is assigned; and,

  (ii) nothing in this Agreement shall in any way restrict any change in shareholding or control of the Parties or its Affiliates or the Repairer's rights to delegate obligations of it hereunder to a Subcontractor. provided that, in such case, the Repairer will remain responsible for the provision of the Services in accordance with the terms of this Agreement.

provided such assignment or transfer, change in shareholding or control has no material adverse effect on any of the Company's rights and obligations under this Agreement.

  23. MISCELLANEOUS

23.1 The time stipulated in this Agreement for all payments by the Company to the Repairer under this Agreement shall be of the essence.   23.2 Survival: notwithstanding anything to the contrary stated in this Agreement, no termination or expiry of this Agreement shall affect the following rights or obligations of any Party hereto:     (a) with respect to any payment hereunder actually owed by either Party to the other under this Agreement prior to the End Date; and/or,

  (b) pursuant to Clauses 2 - Definitions and interpretation, 4 - Excusable Delay, 8 - Insurances, 9 - Warranties, 14 - Disclaimer, 15 - Liability and indemnity, 16 - Termination, 20 - Confidentiality, 23.2 - Survival, 23.5 - No waiver, 23.8 - Severability, and 24 - Governing law and arbitration; and/or,     (c) pursuant to any other provisions of this Agreement that, by their nature and context, are intended to survive termination of thisAgreement.   23.3 Representations: each Party represents to the other Party that:     23.3.1 It is a legal entity duly incorporated and validly existing under the laws of the jurisdiction indicated in this Agreement;     AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 35/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED

  23.3.2 The entering into and performance by it of its obligations in this Agreement are within its corporate powers and have been duly authorized by all necessary corporate action and are not in violation of any applicable Law or documents, and do not require the consent or approval of, or registration or filing with, any Government Entity other than those already obtained or effected;     23.3.3 The signatory executing this Agreement on such Party's behalf has been vested with the necessary authority and power to enterinto this Agreement on its behalf;     23.3.4 This Agreement constitutes the Parties' legal, valid and binding obligation;     23.3.5 Subject to Clause 20 (Confidentiality), it will furnish all information relating to the provisions of the Services hereunder reasonablyrequired by the other Party and/or any Government Entity;   23.4 Left intentionally blank     23.5 No waiver: the failure by either Party to enforce at any time any of the provisions of this Agreement, or to require at any time the performance by the other Party of any of the provisions hereof, shall not be construed to be a waiver of such provisions, nor in any way affect the validity of this Agreement or any part thereof, or the right of such Party thereafter to enforce each and every such provision.   23.6 Independent contractors: neither Party is the representative or agent of the other Party for the purposes of this Agreement and nothing herein shall be construed as authorizing either Party to act as the other Party's representative or agent. Notwithstanding any other provisions of this Agreement, this Agreement shall not be construed as a joint venture, partnership, agency, incorporation or business association. Each Party hereto shall remain an independent contractor.   23.7 Amendments: this Agreement shall only be varied or amended by a written document duly signed by duly authorized representatives of both Parties. Notwithstanding the foregoing, Exhibit 1 (List of ATR aircraft covered under this Agreement) and the Pool may be amended from time to time by the Repairer by way of Notice sent to the Company, unless, for LRU's reference suppression/replacement, the Company does not agree the same by way of Notice within [*****] as from the receipt date of the said Notice from the Repairer, in compliance with this Agreement and provided that it has no material economic impact to the Company.   23.8 Severability: if any term or provision of this Agreement is determined to be invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other terms and provisions hereof shall remain in full force and effect, and the Parties shall negotiate in good faith in order to modify this Agreement with a provision having substantially the same legal and commercial effect as the severed provision.   23.9 Entire Agreement: this Agreement constitutes the entire agreement between the Parties and supersedes and replaces all prior discussions, representations, understandings or agreements whether verbal or written, between the Parties hereto or their agents with respect to or in connection with the subject matter hereto, save and except for the provisions of any agreements which by their nature or wording are intended to remain in full force and effect (including pre-existing confidentiality or non-disclosure undertakings not otherwise covered herein). No other documents and agreements, including either Party's standard terms and conditions, whether existing or future, will apply between the Parties with respect to the subject matter of this   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 36/110

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





Execution version   Agreement, unless where otherwise expressly provided for in this Agreement.

Each Party acknowledges that, in entering into this Agreement, it has not relied on, and shall have no right or remedy (other than for breach of contract) in respect of any statement, representation, insurance or warranty (whether made negligently or innocently) other than as expressly set out in this Agreement.

Nothing in this Clause shall limit or exclude any liability of either Party arising out of its pre-contract fraudulent misrepresentation or fraudulent concealment.   23.10Language: the Parties declare that they have requested and hereby confirm their express wish that this Agreement and any and all related documents be drawn up in the English language (or, if not in English, with a certified English translation).   23.11Costs and expenses: except where this Agreement provides otherwise, each Party shall pay its own costs relating to the negotiation, preparation, execution and implementation of this Agreement and of any document related hereto.   23.12Counterparts: this Agreement shall be signed in several counterparts, each of such counterparts so signed shall constitute an original, and all counterparts together shall constitute a single instrument. Any executed version delivered via facsimile transmission or electronic mail (PDF format) shall be binding to the same extent as an original. Any Party who delivers such an executed version agrees to subsequently deliver an original counterpart to any Party that requests it.   23.13Publicity and public announcements: the Parties shall not make public announcements, press releases and/or advertise on the signature and/or the existence of this Agreement (but not its contents) without the prior written consent of the other Party.

The Repairer is entitled to use the Company's name and associated logos as a business reference for its marketing activities in relation with the Services, provided such use (i) has no adverse impact on, such as but not limited to, Company's reputation and image and (ii) complies with graphic design policy of the Company.   23.14Company's audited financial statements: during the Term of this Agreement, the Company undertakes to provide promptly the Repairer with (i) its audited financial statements and (ii) any other financial information it shall request, acting reasonably, for each relevant financial year. It is hereby agreed that any such information shall be prepared in accordance with the applicable accounting policies.   23.15For the sake of clarity and transparency, the Services to be provided under this Agreement by the Repairer will not involve the transfer of know-how to the Company by no means whatsoever. The Services shall be performed without the presence of any Company's technician and no technical report shall be delivered by the Repairer in connection therewith (except if expressly required by the Company, as foreseen on Clause 23.3.5).

  24. GOVERNING LAW AND ARBITRATION

24.1 Governing law: Pursuant to and in accordance with Section 5-1401 of the New York General Obligations Law, the Parties hereto agree that this Agreement in all respects, and any claim or cause of action based upon or arising out of this Agreement, or any dealing between the Parties   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 37/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED   relating to the subject matter of this Agreement 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 Agreement).   24.2 Arbitration: in the event of a dispute arising out of or relating to this Agreement, including without limitation disputes regarding the existence, validity or termination of this Agreement (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.



24.2.1 Subject to sub-Clause 24.2.5 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 24.2 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.

  24.2.2 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.



24.2.3 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 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.     24.2.4 During any period of negotiation or arbitration, the Parties shall continue to meet their respective obligations in accordance with theprovisions of the Agreement.     24.2.5 Notwithstanding any provision of this Clause 24.2 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.   24.3 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.   24.4 Recourse to jurisdictions is expressly excluded except as provided for in the ICC Rules of Conciliation and Arbitration concerning Conservatory and Interim measures.     [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 38/110

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





Execution version     AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 39/110

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





Execution version   EXECUTION PAGE

This Agreement has been executed in two (2) original copies in the English language on the Signing Date.   On behalf of:     On behalf of:     AZUL LINHAS AÉREAS BRASILEIRAS   AVIONS DE TRANSPORT REGIONAL (Company)     (Repairer)     Signed by:   /s/ Amir Nasruddin   Signed by:   /s/ Massimo Castorina       Function:   Attorney in fact   Function:   Vice-President Commercial             Product Support & Services     AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 40/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED   EXHIBIT 1 - LIST OF ATR AIRCRAFT COVERED UNDER THIS AGREEMENT

[*****]   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 41/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED   [*****]

This list may be amended from time to time by way of Notice sent to the Company by Repairer in order to cover any further ATR aircraft entering the Company's fleet, including the airframe, engines, propellers and landing gears and parts installed on the Aircraft, when solely operated by the Company.

ALL ITEMS, PARTS, COMPONENTS, SERVICES, WARRANTIES AND GUARANTEES PROVIDED HEREUNDER ARE PROVIDED SUBJECT TO CLAUSE 14 OF THE AGREEMENT.   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 42/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED   EXHIBIT 2 - LIST OF SERVICES PROVIDED UNDER THIS AGREEMENT

The Repairer shall provide the Company with the following Services:

[*****]

ALL ITEMS, PARTS, COMPONENTS, SERVICES, WARRANTIES AND GUARANTEES PROVIDED HEREUNDER ARE PROVIDED SUBJECT TO CLAUSE 14 OF THE AGREEMENT.   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 43/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED   EXHIBIT 3 - MAIN ELEMENTS COVERED UNDER THE AGREEMENT

[*****]

Part number of each assembly and subcomponent to be provided by the Company.

ALL ITEMS, PARTS, COMPONENTS, SERVICES, WARRANTIES AND GUARANTEES PROVIDED HEREUNDER ARE PROVIDED SUBJECT TO CLAUSE 14 OF THE AGREEMENT.   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 44/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED   EXHIBIT 4 - LIST OF LANDING GEAR ON CONDITION PARTS

[*****]

ALL ITEMS, PARTS, COMPONENTS, SERVICES, WARRANTIES AND GUARANTEES PROVIDED HEREUNDER ARE PROVIDED SUBJECT TO CLAUSE 14 OF THE AGREEMENT.   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 45/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED   EXHIBIT 5 - STOCK

The following Exhibit is composed of sixteen (16) pages, into which are listed [*****] part numbers.   [*****]   DESCRIPTION   [*****] [*****]   EXCHANGER-HEAT,DUAL   [*****] [*****]   CONDENSER   [*****] [*****]   COOLING UNIT   [*****] [*****]   VALVE-TURBINE INLET CONTROL   [*****] [*****]   FLIGHT DATA ACQUISITION UNIT   [*****] [*****]   FLIGHT GUIDANCE CONTROL PANEL   [*****] [*****]   AUTO PILOT SERVO-ACTUATOR   [*****] [*****]   AUTO PILOT CAPSTAN   [*****] [*****]   CVR-SOLID STATE   [*****] [*****]   CONTROL UNIT-CVR   [*****] [*****]   AUDIO CONTROL PANEL   [*****] [*****]   AMPLIFIER-PASSENGER ADDRESS   [*****] [*****]   STARTER GENERATOR-DC   [*****] [*****]   CONTROL UNIT-GENERATOR,AC   [*****] [*****]   CONTROL UNIT-BUS POWER,AC   [*****] [*****]   CONTACTOR-ACW   [*****] [*****]   ATTENDANT PANEL   [*****] [*****]   ATTENDANT PANEL   [*****] [*****]   ATTENDANT PANEL USB KEY   [*****] [*****]   HANDLE-ENG1 FIRE   [*****] [*****]   ROD-DYNAMOMETRIC,ROLL   [*****] [*****]   SWITCH UNIT-FLAP CONTROL   [*****] [*****]   ACTUATOR-ELEVATOR   [*****] [*****]   ACTUATOR-TRIM   [*****] [*****]   VALVE BLOCK-FLAP   [*****] [*****]   RESTRICTOR-FLAP VLV BLOCK FLOW, EXTN LINE   [*****] [*****]   ACTUATOR-STICK PUSHER   [*****] [*****]   VALVE BLOCK-SPOILER   [*****] [*****]   SHAKER-STICK   [*****] [*****]   ACTUATOR-SPOILER   [*****] [*****]   CABLE-TENSION REGULATOR   [*****] [*****]   COUPLING-REFUEL/DEFUEL   [*****] [*****]   CONTROLLER-HORN ANTI ICING   [*****] [*****]   RESISTOR-HORN ANTI ICING,LH ELEVATOR  [*****] [*****]   RESISTOR-HORN ANTI-ICING,RH ELEVATOR   [*****] [*****]   RESISTOR-HORN ANTI-ICING,RUDDER   [*****] [*****]   RESISTOR-HORN ANTI ICING,LH AILERON   [*****]   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 46/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED     [*****]   DESCRIPTION   [*****] [*****]   RESISTOR-HORN ANTI ICING,RH AILERON   [*****] [*****]   VALVE-DE ICING DUAL DISTRIBUTOR   [*****] [*****]   PROBE-CCAS ALPHA   [*****] [*****]   ACCELEROMETER-THREE AXIS   [*****] [*****]   TRANSMITTER-POSITION SYNCHRO   [*****] [*****]   RESERVOIR-BRAKE   [*****] [*****]   CYLINDER-MASTER   [*****] [*****]   VALVE-SELECTOR,LG   [*****] [*****]   ACCUMULATOR-PARKING   [*****] [*****]   ABSORBER-SHOCK   [*****] [*****]   VALVE-PARKING   [*****] [*****]   VALVE-BRAKE   [*****] [*****]   VALVE-RELIEF,LOW PRESSURE   [*****] [*****]   VALVE-BRAKE   [*****] [*****]   VALVE-DIFFERENTIAL CONTROL   [*****] [*****]   SELECTOR   [*****]   BOX-UPLOCK   [*****] [*****]   FLUX VALVE   [*****] [*****]   VALVE-FEED STOP   [*****] [*****]   PUMP-PROPELLER FEATHERING   [*****] [*****]   PUSH-PULL CABLE-PROP CONDITION   [*****] [*****]   PUMP GOVERNOR-PROPELLER   [*****]   OVERSPEED   [*****] [*****]   EXCITER—IGNITION I.C.   [*****] [*****]   EJECTOR, FUEL WASTE   [*****] [*****]   SERVO VALVE   [*****] [*****]   FUEL PUMP   [*****] [*****]   PUSH-PULL CABLE-PROPELLER POWER   [*****] [*****]   ACTUATOR-OIL COOLER FLAP   [*****] [*****]   COOLER-OIL   [*****] [*****]   REFERENCE UNIT-ATTITUDE AND HEADING   [*****] [*****]   GROUND COOLING FAN   [*****] [*****]   SMOKE DETECTOR   [*****] [*****]   TOTAL [*****]   [*****]   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 47/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED     [*****]   DESCRIPTION   [*****] [*****]   CONTROLLER-DIGITAL   [*****] [*****]   COOLING UNIT   [*****] [*****]   FAN-AIR EXTRACTION   [*****] [*****]   VALVE-ELECTROPNEUMATIC OUTFLOW   [*****] [*****]   VALVE-PACK FLOW CONTROL   [*****] [*****]   VALVE-PNEUMATIC OUTFLOW   [*****] [*****]   VALVE-SHUTOFF TURBOFAN   [*****] [*****]   VALVE-TRIM AIR   [*****] [*****]   VALVE-TURBINE INLET CONTROL   [*****] [*****]   COUPLER HF ANTENNA   [*****] [*****]   ECU-3000   [*****] [*****]   HANDSET-CABIN ATTENDANT   [*****] [*****]   MANAGEMENT UNIT-ACARS   [*****] [*****]   TRANSCEIVER-HF   [*****] [*****]   VHF/COMM TRANSCEIVER   [*****] [*****]   VHF-4000-8,33 KHZ   [*****] [*****]   CONTROL UNIT-BUS POWER,DC   [*****] [*****]   CONTROL UNIT-GENERATOR,DC   [*****] [*****]   GENERATOR-AC   [*****] [*****]   SENSOR-HALL EFFECT   [*****] [*****]   STATIC INVERTER   [*****] [*****]   TRANSFORMER RECTIFIER UNIT   [*****] [*****]   TRANSMITTER-EMERGENCY LOCATOR   [*****] [*****]   DETECTOR UNIT   [*****] [*****]   HANDLE-ENG2 FIRE   [*****] [*****]   ACTUATOR-FLAP   [*****] [*****]   DAMPER-RUDDER   [*****] [*****]   REFUEL CONTROL PANEL   [*****] [*****]   INDICATOR LEVEL SWITCH   [*****] [*****]   PUMP-ELECTRIC,AC   [*****] [*****]   DETECTOR-ICE   [*****] [*****]   VALVE-ANTI ICING PRESS REG AND   [*****]   SHUTOFF   [*****] [*****]   VALVE-ANTI ICING SHUTOFF   [*****] [*****]   VALVE-DE ICING DUAL DISTRIBUTOR   [*****] [*****]   CLOCK   [*****] [*****]   DIGITAL FLIGHT DATA RECORDER   [*****] [*****]   EFIS CONTROL PANEL LH SIDE   [*****] [*****]   EFIS CONTROL PANEL RH SIDE   [*****] [*****]   INDEX CONTROL PANEL   [*****] [*****]   INTEGRATED AVIONICS DISPLAY   [*****]   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 48/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED     [*****]   DESCRIPTION   [*****] [*****]   MPC-ED36   [*****] [*****]   MULTIFUNCTION COMPUTER   [*****] [*****]   MULTI-FUNCTION CONTROL PANEL   [*****] [*****]   MULTIPURPOSE CONTROL & DISPLAY UNIT   [*****] [*****]   SENSOR-WHEEL SPEED   [*****] [*****]   VALVE-DIFFERENTIAL CONTROL SELECTOR   [*****] [*****]   VALVE-SELECTOR,SWIVEL   [*****] [*****]   EMERGENCY LIGHTING POWER SUPPLY MODULE   [*****] [*****]   LIGHT-ANTICOLLISION,WHITE   [*****] [*****]   LIGHT-ANTI COLLISION,RED   [*****] [*****]   LIGHT-LANDING   [*****] [*****]   LIGHT-STROBE   [*****] [*****]   POWER SUPPLY-UNIT ANTI COLLISION LIGHT   [*****] [*****]   POWER SUPPLY-UNIT ANTI COLLISION LIGHT   [*****] [*****]   AIR DATA COMPUTER   [*****] [*****]   ATC TRANSPONDER   [*****] [*****]   ATTITUDE HEADING REF UNIT   [*****] [*****]   FLUX VALVE   [*****] [*****]   INTEGRATED ELEC STAND-BY EQUIP   [*****] [*****]   INTERROGATOR-DME   [*****] [*****]   NAVIGATOR PROCESSOR UNIT (GPS RECEIVER)   [*****] [*****]   PROBE-AIR TEMPERATURE   [*****] [*****]   PROBE-PITOT   [*****] [*****]   RADIO-ALTIMETER TRANSCEIVER   [*****] [*****]   RECEIVER-VOR/ILS/MKR   [*****] [*****]   T2CAS COMPUTER   [*****] [*****]   TRANSCEIVER-WEATHER RADAR   [*****] [*****]   VOR/ILS/MKR RECEIVER   [*****] [*****]   WX RADAR CONTROL PANEL   [*****] [*****]   TRANSMITTER/REGULATOR—OXYGEN PRESS   [*****] [*****]   DUCT-DISCHARGE DOWNSTREAM VALVE   [*****] [*****]   VALVE ASSY-SHUTOFF   [*****] [*****]   VALVE-XFEED,AIR BLEED   [*****] [*****]   CAC SWM   [*****] [*****]   CORE AVIONICS CABINET I/P O/P MODULE AP   [*****] [*****]   CORE AVIONICS CABINET I/P O/P MODULE-S  [*****] [*****]   CORE AVIONICS CABINET I/P O/P MODULE- DC   [*****] [*****]   INTEGRATED CORE PROCESSING   [*****]   MODULE   [*****]   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 49/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED     [*****]   DESCRIPTION   [*****] [*****]   PROPELLER BLADES   [*****] [*****]   PROPELLER ASSEMBLY   [*****] [*****]   BRUSH BLOCK ASSY   [*****] [*****]   CONTROL ELECTRONIC-PROPELLER   [*****] [*****]   GOVERNOR-PROPELLER OVERSPEED   [*****] [*****]   MODULE VALVE PROPELLER   [*****] [*****]   SWITCH-PRESSURE,HYDRAULIC   [*****] [*****]   PIPE-EXHAUST   [*****] [*****]   TRANSMITTER-FUEL FLOW   [*****] [*****]   ENGINE ELECTRONIC CONTROL   [*****] [*****]   SENSOR TORQUE METER   [*****] [*****]   VALVE ASSY,INTERCOMPRESS BLEED   [*****] [*****]   VALVE INTERCOMPRESSOR BLEED   [*****]   MFC   [*****] [*****]   CONTROL,AUTOFEATHER   [*****] [*****]   COOLER - OIL   [*****] [*****]   FLOW DIVIDER & DUMP VALVE   [*****] [*****]   FUEL HEATER   [*****] [*****]   TOTAL [*****]   [*****]   [*****]   DESCRIPTION   [*****] [*****]   COOLING UNIT   [*****] [*****]   EXCHANGER-HEAT,DUAL   [*****] [*****]   VALVE-PACK FLOW CONTROL   [*****] [*****]   VALVE-PNEUMATIC OUTFLOW   [*****] [*****]   VALVE-TRIM AIR   [*****] [*****]   VALVE-TURBINE INLET CONTROL   [*****] [*****]   AMPLIFIER-PASSENGER ADDRESS   [*****] [*****]   AUDIO CONTROL PANEL   [*****] [*****]   COUPLER HF ANTENNA   [*****] [*****]   CVR-SOLID STATE   [*****] [*****]   REMOTE CONTROL AUDIO UNIT   [*****]   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 50/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED     [*****]   DESCRIPTION   [*****] [*****]   TRANSCEIVER-HF   [*****] [*****]   CONTROL UNIT-BUS POWER,AC   [*****] [*****]   CONTROL UNIT-BUS POWER,DC   [*****] [*****]   CONTROL UNIT-GENERATOR,AC   [*****] [*****]   CONTROL UNIT-GENERATOR,DC   [*****] [*****]   GENERATOR-AC   [*****] [*****]   INVERTER-STATIC   [*****] [*****]   SENSOR-HALL EFFECT   [*****] [*****]   STARTER GENERATOR-DC   [*****] [*****]   TRANSMITTER-EMERGENCY LOCATOR   [*****] [*****]   DETECTOR-SMOKE   [*****] [*****]   ACTUATOR-TRIM   [*****] [*****]   VALVE BLOCK-FLAP   [*****] [*****]   VALVE BLOCK-SPOILER   [*****] [*****]   PUMP-FUEL ELECTRIC   [*****] [*****]   PUMP-ELECTRIC,AUXILIARY,DC   [*****] [*****]   DETECTOR-ICE   [*****] [*****]   VALVE-DE ICING DUAL DISTRIBUTOR   [*****] [*****]   MULTIFUNCTION COMPUTER   [*****] [*****]   PROBE-CCAS ALPHA   [*****] [*****]   BOX-UPLOCK   [*****] [*****]   CONTROL UNIT-ANTISKID SYSTEM   [*****] [*****]   SENSOR-WHEEL SPEED   [*****] [*****]   VALVE-SELECTOR,SWIVEL   [*****] [*****]   EMERGENCY LIGHTING POWER SUPPLY MODULE   [*****] [*****]   LIGHT-ANTICOLLISION,WHITE   [*****] [*****]   LIGHT-LANDING   [*****] [*****]   LIGHT-STROBE   [*****] [*****]   POWER SUPPLY UNIT-STROBE LIGHT   [*****] [*****]   PROBE-PITOT   [*****] [*****]   TRANSMITTER/REGULATOR - OXYGEN PRESS   [*****]   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 51/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED     [*****]   DESCRIPTION   [*****] [*****]   DUCT-DISCHARGE DOWNSTREAM VALVE   [*****] [*****]   VALVE ASSY-SHUTOFF   [*****] [*****]   VALVE-HP AIR BLEED   [*****] [*****]   VALVE-HP AIR BLEED   [*****] [*****]   VALVE-XFEED,AIR BLEED   [*****] [*****]   PUMP-PROPELLER FEATHERING   [*****] [*****]   SWITCH-PRESSURE,HYDRAULIC   [*****] [*****]   PIPE-EXHAUST   [*****] [*****]   TRANSMITTER-FUEL FLOW   [*****] [*****]   PUSH-PULL CABLE-PROPELLER POWER   [*****] [*****]   ACTUATOR-OIL COOLER FLAP   [*****] [*****]   COOLER-OIL   [*****] [*****]   BRAKE, PROPELLER   [*****] [*****]   EXCITER—IGNITION I.C.   [*****] [*****]   EJECTOR, FUEL WASTE   [*****] [*****]   COOLER - OIL   [*****] [*****]   SERVO VALVE   [*****] [*****]   VALVE INTERCOMPRESSOR BLEED   [*****] [*****]   FUEL HEATER   [*****] [*****]   FUEL PUMP   [*****] [*****]   TOTAL [*****]   [*****]   [*****]   DESCRIPTION   [*****] [*****]   PROPELLER ASSY   [*****] [*****]   PROPELLER ASSY   [*****] [*****]   MULTIFONCTION COMPUTER   [*****] [*****]   PROPELLER ASSY   [*****] [*****]   MFC   [*****] [*****]   MFC   [*****]   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 52/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED     [*****]   DESCRIPTION   [*****] [*****]   BRAKE, PROPELLER   [*****] [*****]   BRAKE, PROPELLER   [*****] [*****]   AIR DATA COMPUTER   [*****] [*****]   STARTER GENERATOR-DC   [*****] [*****]   BLADE PROPELLER   [*****] [*****]   TRANSCEIVER-TCAS   [*****] [*****]   BRAKE, PROPELLER   [*****] [*****]   BRAKE, PROPELLER   [*****] [*****]   MODULE VALVE PROPELLER   [*****] [*****]   MODULE VALVE PROPELLER   [*****] [*****]   ACTUATOR-NOSE   [*****] [*****]   FCU-HYDRO MECHANICAL   [*****] [*****]   ELECTRONIC ENGINE CONTROL UNIT   [*****] [*****]   COMPUTER-AFCS   [*****] [*****]   REMOTE CONTROL AUDIO UNIT   [*****] [*****]   REMOTE CONTROL AUDIO UNIT   [*****] [*****]   TRANSCEIVER-RADIO ALTIMETER   [*****] [*****]   GROUND PROXIMITY WARNING   [*****]   COMPUTER   [*****] [*****]   VALVE-HP AIR BLEED   [*****] [*****]   INDICATOR-VERTICAL SPEED   [*****] [*****]   GENERATOR-AC   [*****] [*****]   COOLER-OIL   [*****] [*****]   REMOTE CONTROL AUDIO UNIT   [*****] [*****]   VALVE-DIFFERENTIAL CONTROL   [*****]   SELECTOR   [*****] [*****]   VALVE INTERCOMPRESSOR BLEED   [*****] [*****]   FLIGHT DATA ACQUISITION UNIT   [*****] [*****]   FLIGHT DATA ACQUISITION UNIT   [*****] [*****]   FLIGHT DATA ACQUISITION UNIT   [*****] [*****]   ACTUATOR-MAIN   [*****] [*****]   ACTUATOR-MAIN RH   [*****] [*****]   ADVISORY DISPLAY UNIT-AFCS   [*****] [*****]   VALVE ASSY-P2.5,P3 AIR PRESS.VALVE   [*****] [*****]   CONDENSER   [*****] [*****]   TRANSFORMER RECTIFIER UNIT   [*****] [*****]   CONTROL,AUTOFEATHER   [*****] [*****]   VALVE BLOCK-FLAP   [*****] [*****]   VALVE BLOCK-FLAP   [*****] [*****]   FUEL HEATER   [*****] [*****]   ACTUATOR-MAIN   [*****] [*****]   PROBE-CCAS ALPHA   [*****]   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 53/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED     [*****]   DESCRIPTION   [*****] [*****]   PROBE-CCAS ALPHA   [*****] [*****]   COUPLER-HF ANTENNA   [*****] [*****]   GOVERNOR-PROPELLER OVSP   [*****] [*****]   DUCT-DISCHARGE DOWNSTREAM VALVE   [*****] [*****]   CONTROLLER-DIGITAL   [*****] [*****]   RECEIVER-VOR/ILS/MKR   [*****] [*****]   FUEL PUMP   [*****] [*****]   VALVE-ELECTROPNEUMATIC OUTFLOW   [*****] [*****]   MOUNT ANTENNA-WEATHER RADAR   [*****] [*****]   PUMP, HYDRAULIC, OVSP GOV   [*****] [*****]   CONTROL ELECTRONIC-PROPELLER   [*****] [*****]   BOBBIN   [*****] [*****]   DATA COLLECTION UNIT   [*****] [*****]   PUMP-ELECTRIC,AC   [*****] [*****]   TRANSCEIVER-HF   [*****] [*****]   RESISTOR-HORN ANTI ICING,LH   [*****]   ELEVATOR   [*****] [*****]   RESISTOR-HORN ANTI-ICING,RH   [*****]   ELEVATOR   [*****] [*****]   ACTUATOR-CARGO DOOR   [*****] [*****]   INTERROGATOR-DME   [*****] [*****]   INDICATOR-CAB PRESS   [*****] [*****]   VALVE-ANTI ICING PRESS REGULATOR AND SHUTOFF   [*****] [*****]   VALVE-SELECTOR,SWIVEL   [*****] [*****]   SOLID STATE FLIGHT DATA RECORDER   [*****] [*****]   ANTENNA-TCAS   [*****] [*****]   CONTROL PANEL-AFCS   [*****] [*****]   PUMP-ELECTRIC,AUXILIARY,DC   [*****] [*****]   TRANSCEIVER-VHF   [*****] [*****]   ASSISTER-FREE FALL,MLG   [*****] [*****]   CONTROLLER-INSTRUMENT REMOTE   [*****] [*****]   COUPLER HF ANTENNA   [*****] [*****]   SEAT-DISABLED PASSENGER,RH   [*****] [*****]   SEAT-DISABLED PASSENGER,LH   [*****] [*****]   CONTROLLER-INSTRUMENT REMOTE   [*****] [*****]   DAMPER-RUDDER   [*****] [*****]   BAR ASSY-TORQUE   [*****] [*****]   HANDLE-ENG1 FIRE   [*****] [*****]   HANDLE-ENG2 FIRE   [*****] [*****]   INDICATOR-TAS/TEMP   [*****] [*****]   CONTROL PANEL-EFIS   [*****] [*****]   PROBE-AIR TEMPERATURE   [*****]   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 54/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED     [*****]   DESCRIPTION   [*****] [*****]   SENSOR-HALL EFFECT   [*****] [*****]   HANDSET-CABIN ATTENDANT   [*****] [*****]   JOINT   [*****] [*****]   INDICATOR-FUEL FLOW/FUEL USED,KG   [*****] [*****]   CLOCK   [*****] [*****]   VALVE-SELECTOR,LG   [*****] [*****]   HOCKMOUNT-AFT LATERAL,RH   [*****] [*****]   EXCITER-IGNITION I.C.   [*****] [*****]   SENSOR TORQUE METER   [*****] [*****]   SENSOR TORQUE METER   [*****] [*****]   INDICATOR-FUEL QUANTITY,KG   [*****] [*****]   INDICATOR-FUEL QUANTITY,KG   [*****] [*****]   VALVE-DE ICING DUAL DISTRIBUTOR   [*****] [*****]   MASK ASSY-REGULATOR,OXYGEN   [*****] [*****]   CONTROL BOX-WEATHER RADAR   [*****] [*****]   DETECTOR UNIT   [*****] [*****]   TRANSCEIVER-VHF   [*****] [*****]   VALVE-DE ICING DUAL DISTRIBUTOR   [*****] [*****]   BATTERY-MAIN   [*****] [*****]   ACCELEROMETER-THREE AXIS   [*****] [*****]   PUMP-PROPELLER FEATHERING   [*****] [*****]   MOTOR-WIPER,F/O   [*****] [*****]   MOTOR-WIPER,CAPTAIN   [*****] [*****]   INDICATOR-PRESSURE,TRIPLE   [*****] [*****]   ACTUATOR-UNLOCKING,MLG   [*****] [*****]   PANEL-ATTENDANT   [*****] [*****]   SENSOR, TORQUE MONITOR   [*****] [*****]   INDICATOR-ITT   [*****] [*****]   CONTROL UNIT-TCAS   [*****] [*****]   SWITCH-PROXIMITY   [*****] [*****]   SERVO VALVE   [*****] [*****]   SWITCH-PROXIMITY   [*****] [*****]   VALVE-REFUEL/DEFUEL   [*****] [*****]   SWITCH-OVERTEMPERATURE   [*****] [*****]   CYLINDER-MASTER   [*****] [*****]   INDICATOR-AIRSPEED,STANDBY   [*****] [*****]   COMPENSATOR-COLD JUNCTION   [*****] [*****]   COMPENSATOR-COLD JUNCTION   [*****] [*****]   TRANSMITTER-FUEL FLOW   [*****] [*****]   COMPENSATOR-COLD JUNCTION   [*****]   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 55/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED     [*****]   DESCRIPTION   [*****] [*****]   TANK-FUEL DRAIN AND EJECTOR PUMP   [*****] [*****]   EJECTOR, FUEL WASTE   [*****] [*****]   SENSOR-WHEEL SPEED   [*****] [*****]   CONTROL UNIT-DUAL ATC   [*****] [*****]   LEVER-CONTROL,L/G   [*****] [*****]   CONTROL UNIT-OVEN   [*****] [*****]   INDICATOR-ITT   [*****] [*****]   CLOCK   [*****] [*****]   CLOCK   [*****] [*****]   CONTROL UNIT-VHF   [*****] [*****]   VALVE-FLUX   [*****] [*****]   LIGHT-STROBE   [*****] [*****]   CONTROL UNIT-VOR/ILS/DME   [*****] [*****]   CONTROL UNIT-ADF   [*****] [*****]   SWITCH-PRESSURE   [*****] [*****]   MASK ASSY-REGULATOR,OXYGEN   [*****] [*****]   FLOW DIVIDER & DUMP VALVE   [*****] [*****]   TRANSMITTER-EMERGENCY LOCATOR   [*****] [*****]   INDICATOR-OIL TEMP/PRESS   [*****] [*****]   VALVE-TWO WAY AND WATER DRAIN   [*****] [*****]   SWITCH-PROXIMITY   [*****] [*****]   CONTACTOR-ACW   [*****] [*****]   SWITCH-PROXIMITY   [*****] [*****]   ACTUATOR-OIL COOLER FLAP   [*****] [*****]   LIGHT-LANDING   [*****] [*****]   EMERGENCY LIGHTING POWER SUPPLY MODULE   [*****] [*****]   SWITCH-OVERTEMPERATURE   [*****] [*****]   SWITCH-PRESSURE,HYDRAULIC   [*****] [*****]   VALVE-CHECK   [*****] [*****]   PROBE-PITOT   [*****] [*****]   INDICATOR-FUEL TEMPERATURE   [*****] [*****]   ANTENNA-RADIO-ALTIMETER RECEPTION  [*****] [*****]   CONTROL UNIT-ATC   [*****] [*****]   CONTROL UNIT-VHF   [*****] [*****]   STATIC INVERTER   [*****]   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 56/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED     [*****]   DESCRIPTION   [*****] [*****]   EXCHANGER-HEAT,DUAL   [*****] [*****]   TRANSCEIVER-TCAS   [*****] [*****]   PLAYER-CASSETTE   [*****] [*****]   CONTROLLER-WINDSHIELD TEMPERATURE   [*****] [*****]   FAN-GROUND COOLING   [*****] [*****]   FAN-RECIRCULATION   [*****] [*****]   TOTAL [*****]   [*****]   [*****]   DESCRIPTION   [*****] [*****]   AUTO PILOT CAPSTAN   [*****] [*****]   AUTO PILOT SERVO-ACTUATOR   [*****] [*****]   FLIGHT GUIDANCE CONTROL PANEL   [*****] [*****]   VHF/COMM TRANSCEIVER   [*****] [*****]   POWER TRIM BOX   [*****] [*****]   CLOCK   [*****] [*****]   DIGITAL FLIGHT DATA RECORDER   [*****] [*****]   EFIS CONTROL PANEL LH SIDE   [*****] [*****]   EFIS CONTROL PANEL RH SIDE   [*****] [*****]   INDEX CONTROL PANEL   [*****] [*****]   INTEGRATED AVIONICS DISPLAY   [*****] [*****]   MPC-ED36   [*****] [*****]   MULTI-FUNCTION CONTROL PANEL   [*****] [*****]   MULTIPURPOSE CONTROL & DISPLAY UNIT   [*****] [*****]   AIR DATA COMPUTER   [*****] [*****]   ATC TRANSPONDER   [*****] [*****]   ATTITUDE HEADING REF UNIT   [*****] [*****]   FLUX VALVE   [*****] [*****]   INTEGRATED ELEC.STAND-BY EQUIP   [*****] [*****]   INTERROGATOR-DME   [*****] [*****]   NAVIGATOR PROCESSOR UNIT (GPS RECEIVER)   [*****] [*****]   RADIO-ALTIMETER TRANSCEIVER   [*****] [*****]   RECEIVER-VOR/ILS/MKR   [*****] [*****]   T2CAS COMPUTER   [*****] [*****]   WX RADAR CONTROL PANEL   [*****] [*****]   CAC SWM   [*****] [*****]   CORE AVIONICS CABINET INPUT OUPUT MODULE AUTO PILOT   [*****]   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 57/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED     [*****]   DESCRIPTION   [*****] [*****]   CORE AVIONICS CABINET INPUT OUPUT MODULE-DC   [*****] [*****]   CORE AVIONICS CABINET INPUT OUTPUT MODULE-S   [*****] [*****]   INTEGRATED CORE PROCESSING MODULE   [*****] [*****]   PRINTER   [*****] [*****]   ICP 110VM   [*****] [*****]   ICP 111VM   [*****] [*****]   ICP 111VM   [*****] [*****]   ICP 112VM   [*****] [*****]   ICP 114VM   [*****] [*****]   ICP 131VM   [*****] [*****]   ICP 131VM   [*****] [*****]   ICP 132VM   [*****] [*****]   ICP 400VM   [*****] [*****]   ICP 401VM   [*****] [*****]   ICP 402VM   [*****] [*****]   ICP 404VM   [*****] [*****]   ICP 6VM   [*****] [*****]   ICP 811VM   [*****] [*****]   CENTRAL MAIN INSTRUMENT   [*****] [*****]   PANEL LIGHT   [*****] [*****]   LIGHT MANAGEMENT UNIT   [*****] [*****]   TCAS DIRECTIONAL ANTENNA   [*****] [*****]   TOTAL [*****]   [*****]   [*****]   DESCRIPTION   [*****] [*****]   T2CAS Computer   [*****] [*****]   T2CAS Computer   [*****] [*****]   TOTAL [*****]   [*****]   [*****]   DESCRIPTION   [*****] [*****]   PROBE-PITOT   [*****] [*****]   EJECTION DUCT   [*****] [*****]   BUS POWER CONTROL UNIT   [*****] [*****]   BATTERY-EMERGENCY   [*****] [*****]   AFTER ROLLER BLIND   [*****]   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 58/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED     [*****]   DESCRIPTION   [*****] [*****]   OXYGEN CYLINDER ASSY   [*****] [*****]   DIGITAL FLT DATA RECORDER   [*****] [*****]   ATTITUDE HEADING REF UNIT   [*****] [*****]   PCMCIA   [*****] [*****]   POWER SUPPLY UNIT   [*****] [*****]   FUSELAGE GROUND LIGHT   [*****] [*****]   EMERGENCY POWER SUPPLY   [*****] [*****]   INTERCOMPRESSOR BLEED VALVE   [*****] [*****]   BATTERY-MAIN   [*****] [*****]   MOTOR AND PUMP ASSEMBLY   [*****] [*****]   FIRE EXTINGUISHER   [*****] [*****]   TRIM INDICATOR   [*****] [*****]   AISLE MARKING EMERGENCY   [*****] [*****]   INTERTURBINE TEMP.INDICATOR   [*****] [*****]   INTERTURBINE TEMP.INDICATOR   [*****] [*****]   PROPELLER SPEED INDICATOR   [*****] [*****]   VHF/COMM TRANSCEIVER   [*****] [*****]   STANDBY ALTIMETER   [*****] [*****]   AIR DATA COMPUTER   [*****] [*****]   AIRSPEED INDICATOR   [*****] [*****]   REFUEL CONTROL PANEL   [*****] [*****]   ELECTRONIC ENGINE   [*****]   CONTROL   [*****] [*****]   VHF/COMM CONTROL PANEL   [*****] [*****]   T2CAS COMPUTER   [*****] [*****]   FWD SIDE LH ISOLATOR   [*****] [*****]   EFIS CONTROL PANEL RH   [*****] [*****]   EFIS CONTROL PANEL LH   [*****] [*****]   INDEX CONTROL PANEL   [*****] [*****]   INTEGRATED CORE PROCESSING MOD   [*****] [*****]   PROPELLER VALVE MODULE   [*****] [*****]   REMOTE CONTROL AUDIO UNIT   [*****] [*****]   REMOTE CONTROL AUDIO UNIT   [*****] [*****]   LP CHECK VALVE   [*****] [*****]   MPC   [*****] [*****]   EMERGENCY LOCATOR BEACON   [*****] [*****]   EMERGENCY POWER SUPPLY   [*****] [*****]   PRESSURE REG & S/O VALVE   [*****] [*****]   PRESSURE REG & S/O VALVE   [*****] [*****]   HALL EFFECT CURRENT   [*****] [*****]   TOTAL [*****]   [*****]   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 59/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED     [*****]   DESCRIPTION   [*****] [*****]   TRIM ACTUATOR   [*****] [*****]   T.I.C. VALVE   [*****] [*****]   AIR CYCLE UNIT   [*****] [*****]   LP CHECK VALVE   [*****] [*****]   DUAL DISTRIBUTOR VALVE   [*****] [*****]   HALL EFFECT CURRENT   [*****]   [*****]   DESCRIPTION   [*****] [*****]   AUTO PILOT SERVO-ACTUATOR   [*****] [*****]   EXCHANGER   [*****] [*****]   CHECK VALVE   [*****] [*****]   PRESSURE REG AND S/O VALVE   [*****] [*****]   PRESSURE REG AND S/O VALVE   [*****] [*****]   INTEGRATED CORE PROCESSING MOD   [*****] [*****]   TOTAL [*****]   [*****]   [*****]   DESCRIPTION   [*****] [*****]   VALVE BLOCK-FLAP   [*****] [*****]   DUCT-DISCHARGE DOWNSTREAM VALVE   [*****] [*****]   DUCT-DISCHARGE DOWNSTREAM VALVE   [*****] [*****]   VALVE-SELECTOR,SWIVEL   [*****] [*****]   VALVE-SELECTOR,SWIVEL   [*****] [*****]   JOINT   [*****] [*****]   LIGHT-LANDING   [*****] [*****]   ICP 112VM   [*****] [*****]   ICP 114VM   [*****] [*****]   TCAS DIRECTIONAL ANTENNA   [*****] [*****]   TCAS DIRECTIONAL ANTENNA   [*****] [*****]   SERVO VALVE   [*****] [*****]   TOTAL [*****]   [*****]   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 60/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED     [*****]   DESCRIPTION   [*****] [*****]   PROBE-PITOT   [*****]

ALL ITEMS, PARTS, COMPONENTS, SERVICES, WARRANTIES AND GUARANTEES PROVIDED HEREUNDER ARE PROVIDED SUBJECT TO CLAUSE 14 OF THE AGREEMENT.   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 61/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED   EXHIBIT 6 - LRUs COVERED BY REPAIR AND STANDARD EXCHANGE SERVICES

The following Exhibit is composed of eight (8) pages, into which are listed [*****] part numbers.     1. List A

The following list of LRUs contains [*****] part numbers.   [*****]   Description [*****]   WATER EXTRACTOR [*****]   AIR CYCLE UNIT [*****]   DIGITAL CONTROLLER [*****]   CONDITIONED AIR CHECK VALVE [*****]   REGULATOR-PRESSURE [*****]   PRESSURE REG AND S/O VALVE [*****]   BUTTERFLY MODULATING VALVE [*****]   CHECK VALVE [*****]   CHECK VALVE [*****]   PRESSURIZATION INDICATOR [*****]   DUAL TEMPERATURE INDICATOR [*****]   CONTROLLER-TEMP [*****]   OVERTEMP. SWITCH [*****]   VLV-U/FLOOR ISOL/VEN [*****]   CONDENSER [*****]   CONTROLLER-MANUAL [*****]   VLV-SHUTOFF TURBOFAN [*****]   TEMPERATURE CONTROL VALVE [*****]   RECIRCULATION FAN ASSY [*****]   GROUND COOLING FAN [*****]   E/E COOLING FAN [*****]   AMBIANT PRESSURE UNIT [*****]   UNDER FLOOR VALVE [*****]   GND OUTFLOW VALVE [*****]   ROD-DYNAMOMETRIC ELE [*****]   ROD-DYNAMOMTRC RUDDR [*****]   FORCE DETECTOR ROD [*****]   ROD-DYNAMOMETRIC ELE [*****]   AP.SERVO ACTUATOR [*****]   ADVISORY DISPLAY [*****]   AUTOPILOT COMPUTER [*****]   AUTOPILOT COMPUTER [*****]   AP/FD CONTROL PANEL [*****]   FLIGHT GUIDANCE CONTROL PANEL [*****]   FLIGHT GUIDANCE CONTROL PANEL [*****]   FLIGHT GUIDANCE CONTROL PANEL   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 62/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED     [*****]   Description [*****]   AUTO PILOT SERVO-ACTUATOR [*****]   CAPSTAN [*****]   DIGITAL PLAYER [*****]   MONITOR [*****]   COCKPIT VOICE RECORDER [*****]   VHF/COMM TRANSCEIVER [*****]   DUAL SYSTEM ADAPTER [*****]   HF/COMM TRANSCEIVER [*****]   AUTOMATIC ANTENNA COUPLER [*****]   HF/COMM CONTROL PANEL [*****]   AUTOMATIC ANTENNA COUPLER [*****]   HF/COMM TRANSCEIVER [*****]   VHF/COMM TRANSCEIVER [*****]   VHF/COMM TRANSCEIVER [*****]   VHF COMM TRANSCEIVER [*****]   VHF-4000-8,33 KHZ [*****]   VHF 4000 [*****]   MANAGEMNT UNIT-ACARS [*****]   VHF/COMM CONTROL PANEL [*****]   VHF/COMM CONTROL PANEL [*****]   ATTENDANT HANDSET [*****]   ATTENDANT HANDSET [*****]   ATTENDANT HANDSET [*****]   SELECTION PNL-SELCAL [*****]   REMOTE CONTROL AUDIO UNIT [*****]   REMOTE CONTROL AUDIO UNIT [*****]   REMOTE CONTROL AUDIO UNIT [*****]   PASSENGER ADDRESS AMPLIFIER [*****]   SELCAL DECODER [*****]   STATIC INVERTER [*****]   TRANSFORMER RECTIFIER UNIT [*****]   GENERATOR CONTROL UNIT [*****]   HALL EFFECT CURRENT [*****]   CURRENT TRANSFORMER [*****]   BATTERY CH/DISCH.AMMETER [*****]   GENERATOR CONTROL UNIT [*****]   ELEC.POWER MESURING ASSY [*****]   BUS POWER CONTROL UNIT [*****]   AC.CONTACTOR [*****]   TRANSFORMER RECTIFIER UNIT [*****]   DC CONTACTOR [*****]   EMERGENCY LOCATOR BEACON [*****]   TOILET-PSU [*****]   EMERGENCY LOCATOR BEACON   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 63/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED     [*****]   Description [*****]   LF.FIRE-SHUT-OFF CTL.PANEL [*****]   RH.FIRE-SHUT-OFF CTL.PANEL [*****]   FIRE DETECTION CONTROL UNIT [*****]   FAN SMOKE DETECTION [*****]   SMOKE DETECTOR [*****]   DETECTION BOX [*****]   CONTROL BOX [*****]   SMOKE DETECTOR [*****]   SMOKE DETECTOR [*****]   POSITION TRANSMITTER [*****]   RELEASABLE CENTRING UNIT [*****]   CABLE TENSION REGULATOR [*****]   FLAPS POSITION INDICATOR [*****]   FLAPS POSITION INDICATOR [*****]   TRIM INDICATOR [*****]   TRIM INDICATOR [*****]   SHAFT-FLEXIBLE [*****]   FLAP CONTROL SWITCH UNIT [*****]   ELECTROMECHANICAL ACTUATOR [*****]   STICK PUSHER [*****]   FLAP VALVE BLOCK [*****]   SPOILER VALVE BLOCK [*****]   ALPHA PROBE [*****]   POWER TRIM BOX [*****]   RUDDER DAMPER [*****]   RESTRICTOR UNIT [*****]   RESTRICTOR UNIT [*****]   RUDDER DAMPER [*****]   FLAP ACTUATOR [*****]   FLAP ACTUATOR [*****]   STICK SHAKER [*****]   AILERON GUST-LOCK ACTUATOR [*****]   SPOILER ACTUATOR [*****]   FIRE SHUT-OFF VALVE [*****]   CROSSFEED VALVE [*****]   MOTIVE FLOW VALVE [*****]   ACTUATOR-FUEL LP VLV [*****]   ACTUATOR-FUEL CROSSF [*****]   GRAVITY FILLER CAP [*****]   FUEL TANK TEMP.INDICATOR [*****]   FUEL CONTROL UNIT [*****]   REFUEL CONTROL PANEL [*****]   FUEL QUANTITY REPEATER [*****]   FUEL QUANTITY INDICATOR   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 64/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED     [*****]   Description [*****]   FUEL QUANTITY INDICATOR [*****]   FUEL PROBE(N1) [*****]   FUEL QUANTITY PRESELECTOR [*****]   FUEL QUANTITY PRESELECTOR [*****]   CLINOMETER-ROLL ATT [*****]   FUEL ELECTROPUMP [*****]   FUEL ELECTROPUMP [*****]   JET PUMP [*****]   ENGINE FEED JET PUMP [*****]   FUEL PUMP CANISTER [*****]   REFUEL/DEFUEL COUPLING [*****]   REFUELLING ASSEMBLY [*****]   REFUELLING ASSEMBLY [*****]   RESERVOIR [*****]   LINE ACCUMULATOR [*****]   PRESSURE MODULE [*****]   LOW LEVEL SWITCH [*****]   AC MOTOR DRIVEN PUMP [*****]   DC HYDRAULIC PUMP [*****]   TRIPLE INDIC [*****]   ICE DETECTOR [*****]   WIPER MOTOR CONVERTER [*****]   WIPER MOTOR CONVERTER [*****]   MAIN WINDSHIELD CONTROLLER [*****]   STBY DE ICING CTL UNIT [*****]   DUAL DISTRIBUTOR VALVE [*****]   REGULATOR/SHUTOFF VALVE [*****]   SHUT OFF VALVE [*****]   ANTI-ICING CONTROLLER [*****]   LEFT ELEVATOR HORN [*****]   RIGHT ELEVATOR HORN [*****]   RUDDER HORN [*****]   LEFT AILERON HORN [*****]   RIGHT AILERON HORN [*****]   LEFT AILERON HORN [*****]   RIGHT AILERON HORN [*****]   ATTENDANT PANEL [*****]   QUICK ACCESS RECORDER [*****]   APIU [*****]   DIGITAL FLT DATA RECORDER [*****]   DIGITAL FLT DATA RECORDER [*****]   LINEAR ACCELEROMETER [*****]   MPC-ED36 [*****]   ATTENDANT PANEL   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 65/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED     [*****]   Description [*****]   ATTENDANT PANEL [*****]   ROD-DYNAMOMETRIC,ROL [*****]   CREW ALERTING PANEL [*****]   ENTRY PANEL-FLT DATA [*****]   CLOCK [*****]   EFIS CONTROL PANEL RH SIDE [*****]   EFIS CONTROL PANEL RH SIDE [*****]   EFIS CONTROL PANEL LH SIDE [*****]   EFIS CONTROL PANEL LH SIDE [*****]   INDEX CONTROL PANEL [*****]   INDEX CONTROL PANEL [*****]   MULTI-FUNCTION CONTROL PANEL [*****]   MULTI-FUNCTION CONTROL PANEL [*****]   INTEGRATED AVIONICS DISPLAY [*****]   FDAU [*****]   FDAU [*****]   MPC [*****]   CLOCK [*****]   MULTIPURPOSE CONTROL & DISPLAY UNIT [*****]   MULTIFUNCTION COMPUTER [*****]   CLOCK [*****]   PARKING VALVE [*****]   BRAKING RESERVOIR [*****]   MASTER CYLINDER [*****]   LANDING GEAR CONTROL VALVE [*****]   PARKING ACCUMULATOR [*****]   HYDRAULIC DUMPER [*****]   NORMAL METERING VALVE [*****]   WHEEL SPEED TRANSD ASSY [*****]   PARKING VALVE [*****]   NORMAL METERING VALVE [*****]   MODULE-ANTISKIP [*****]   ANTISKID VALVE MANIFOLD [*****]   ANTISKID CONTROL UNIT [*****]   ANTISKID CONTROL UNIT [*****]   VLV-RELIEF LOW PRESS [*****]   RESTRICTOR VALVE [*****]   SOLENOID VALVE NLG [*****]   SWIVEL SELECTOR VALVE [*****]   DIFF CONTROL SELECT VALVE [*****]   UP LOCK BOX [*****]   LANDING GEAR SELECTOR [*****]   ANTICOLL.LTG POWER SPLY UNIT   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 66/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED     [*****]   Description [*****]   TRANSFORMER-115V/5V- [*****]   LIGHT-LOGO [*****]   WING-ENG SCAN LIGHT LH [*****]   WING-ENG SCAN LIGHT LH [*****]   WING-ENG SCAN LIGHT RH [*****]   WING-ENG SCAN LIGHT LH [*****]   LANDING LIGHT [*****]   ANTICOLL.LTG POWER SPLY UNIT [*****]   ANTICOLL. LIGHT [*****]   TOTAL AIR TEMP SENSOR [*****]   FLUX VALVE COMPENSATOR [*****]   FLUX VALVE [*****]   ATTITUDE HEADING REF UNIT [*****]   VSI/TCAS INDICATOR [*****]   ALTIMETER [*****]   VSI/TCAS INDICATOR [*****]   PROBE-PITOT [*****]   RADIOMAGNETIC INDICATOR [*****]   ADF.RECEIVER [*****]   VOR/ILS/MKR.RECEIVER [*****]   DME RECEIVER [*****]   ATC CONTROL PANEL [*****]   DME INDICATOR [*****]   ADAPTER [*****]   ATC TRANSPONDER [*****]   ATC TRANSPONDER [*****]   ATC TRANSPONDER [*****]   IND-AIRSPEED STDBY [*****]   STANDBY ALTIMETER [*****]   AIR DATA COMPUTER [*****]   INDICATOR-TAS/TEMP [*****]   AIRSPEED INDICATOR [*****]   ATTITUDE HEADING REF UNIT [*****]   EFIS SYMBOL GENERATOR [*****]   EFIS.CONTROL PANEL [*****]   CRS/HDG.REMOTE CONTROLLER [*****]   CRS/ALT.REMOTE CONTROLLER [*****]   WX.RADAR CONTROL PANEL [*****]   WX.RADAR CONTROL PANEL [*****]   WX.RADAR CONTROL PANEL [*****]   RADAR RECEIVER TRANSCEIVER [*****]   ATC TRANSPONDER [*****]   MULTI. CONTROL & DISPLAY UNIT [*****]   TRANSCEIVER RECEIVER TCAS   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 67/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED     [*****]   Description [*****]   VOR/ILS/MKR.RECEIVER [*****]   DME TRANSCEIVER [*****]   VOR/ILS/MKR.RECEIVER [*****]   ATC CONTROL PANEL [*****]   VOR/ILS/DME.CONTROL PANEL [*****]   ADF.CONTROL PANEL [*****]   TCAS CONTROL PANEL [*****]   NAVIGATOR PROCESSOR UNIT [*****]   NAVIGATOR PROCESSOR UNIT [*****]   T2CAS COMPUTER [*****]   RADIO-ALTIMETER TRANSCEIVER [*****]   RADIO-ALTIMETER TRANSCEIVER [*****]   EGPWS MK8 COMPUTER [*****]   GPWS MK2 COMPUTER [*****]   INTEGRATED ELEC.STAND-BY EQUIP [*****]   AIR DATA COMPUTER [*****]   GPS RECEIVER [*****]   GPS RECEIVER [*****]   STANDBY HORIZON [*****]   RADAR RECEIVER TRANSCEIVER [*****]   OXYGEN SOLENOID VALVE [*****]   OXYGEN REGULATOR MASK ASSY [*****]   OXYGEN REGULATOR MASK ASSY [*****]   OXYGEN PRESS.XMTR/REG [*****]   DUCT DISCHARGE DOWNSTREAM VALV [*****]   CHECK VALVE [*****]   PRESSURE REG & S/O VALVE [*****]   BLEED AIR SHUTOFF VALVE [*****]   ISOLATION VALVE [*****]   INTEGRATED CORE PROCESSING MOD [*****]   IOM - S [*****]   CAC SWM [*****]   IOM - DATA CONCENTRATOR [*****]   CORE AVIONICS CABINET RACK [*****]   IOM - AUTO PILOT [*****]   CARGO DOOR ACTUATOR [*****]   COCKPIT DOOR CONTROL UNIT [*****]   HYDRAULIC PRESSURE SWITCH [*****]   MOTOR AND PUMP ASSEMBLY [*****]   PROPELLER COND.PUSH-PULL [*****]   PROPELLER SPEED INDICATOR [*****]   OVERSPEED GOVERNOR [*****]   OIL PUMP [*****]   ELECTRONIC PROPELLER CONTROL   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 68/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED     [*****]   Description [*****]   PROPELLER VALVE MODULE [*****]   ELECTROVALVE [*****]   PROPELLER BLADE [*****]   EJECTION DUCT [*****]   EJECTION DUCT [*****]   IND-FUEL TEMP [*****]   FUEL FLOW INDICATOR [*****]   FUEL FLOW TRANSMITTER [*****]   ENGINE POWER PUSH-PULL [*****]   HP SPEED INDICATOR [*****]   TORQUE INDICATOR [*****]   INTERTURBINE TEMP.INDICATOR [*****]   PROPELLER TORQUE INDICATOR [*****]   OIL COOLER FLAP ACTUATOR [*****]   THERMOSTATIC VALVE [*****]   OIL COOLER [*****]   OIL TEMP/PRESS.INDICATOR [*****]   OIL PRESSURE SENSOR [*****]   CONTROL ENGINE ELECTRONIC [*****]   EXCITER-IGNITION [*****]   EJECTOR-FUEL WASTE [*****]   VALVE ASSY-INTERCOMPRESSOR BLEED [*****]   VALVE ASSY-INTERCOMPRESSOR BLEED [*****]   AUTOFEATHER CONTROL [*****]   FUEL CONTROL-MECHANICAL [*****]   COOLER-OIL, FUEL COOLED [*****]   FLOW DIVIDER AND DUMP VALVE [*****]   VALVE ASSY-SERVO [*****]   PUMP-FUEL [*****]   BRAKE HYDROMECHANICAL ASSY [*****]   EFIS.CATHODE RAY TUBE   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 69/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED

    2. List B

The following list of LRUs contains [*****] part numbers.   [*****]   Description [*****]   T.I.C. VALVE [*****]   EXCHANGER [*****]   AUDIO CONTROL PANEL [*****]   BUS POWER CONTROL UNIT [*****]   AC GENERATOR [*****]   DC STARTER GENERATOR [*****]   TRIM ACTUATOR [*****]   DUAL DISTRIBUTOR VALVE [*****]   ANTICOLL. LIGHT [*****]   STROBE LIGHTS [*****]   POWER SUPPLY UNIT [*****]   EMERGENCY POWER SUPPLY [*****]   HEATER-OIL TO FUEL

For sake of clarity, the above lists may be amended from time to time by way of Notice sent to the Company by the Repairer.

ALL ITEMS, PARTS, COMPONENTS, SERVICES, WARRANTIES AND GUARANTEES PROVIDED HEREUNDER ARE PROVIDED SUBJECT TO CLAUSE 14 OF THE AGREEMENT.     [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 70/110

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





Execution version   EXHIBIT 7 - REPAIRER STANDARD WORK ORDER FORMS

7-1 Standard exchange order:

    AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 71/110

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





Execution version   7-2 Repair order:

  Agreement ref.: code client-GMA-01     SHIPPING DATE:   PAGE: 1 / 1

REPAIR ORDER

(THIS FORM MUST BE ENCLOSED INSIDE THE BOX WITH THE UNIT)   FROM:       TO (Shipping address):  COMPANY NAME Sender:

  Tel: Fax:





  ATR CUSTOMER SUPPORT c/o DHL Solutions ZA du Pont Yblon 95 500 Bonneuil en France FRANCE

                        REPAIR ORDER NUMBER :   DATA RELATED TO REMOVED UNIT A/C DATA   TYPE:   MSN:   FH:   REGISTRATION:     CY:

UNIT DATA

  PART NUMBER:   TSN:   AMENDMENT:   CSN:   SERIAL NBR:   TSO:   DESIGNATION:PAGE:   CSO:   WARRANTY COVERAGE INSTALLATION DATE:   VENDOR (O.E.M.):   YES   NO REMOVAL DATE:   A.C.S. REPAIR:   YES   NO   REASON FOR REMOVAL                         REQUESTED WORK REPAIR OVERHAUL BENCH TEST CALIBRATION

MODIFICATION



(Please indicate the requested SB and final PN)

OTHER WORKS TO INCORPORATE / REMARKS       ATR—Global Maintenance Agreement     ATR form ref. 7-2      AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 72/110

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





Execution version   7-3 Standard exchange Core Unit returned to ATR Pool:

  Agreement ref.: code client-GMA-01     SHIPPING DATE:   PAGE: 1 / 1

STANDARD EXCHANGE CORE UNIT RETURNED TO ATR POOL

(THIS FORM MUST BE ENCLOSED INSIDE THE BOX WITH THE UNIT)   FROM:       TO (Shipping address):  COMPANY NAME

  Sender: Tel: Fax:





  ATR CUSTOMER SUPPORT c/o DHL Solutions ZA du Pont Yblon 95 500 Bonneuil en France FRANCE

                        EXCHANGE ORDER REFERENCE:     UNIT DELIVERED BY ACS:     PART NUMBER:   SERIAL NBR:   DATA RELATED TO REMOVED UNIT A/C DATA   TYPE:   MSN:   FH:   REGISTRATION:     CY:

CORE UNIT DATA

  PART NUMBER:   TSN:   AMENDMENT:   CSN:   SERIAL NBR:   TSO:   DESIGNATION:   CSO:   WARRANTY COVERAGE INSTALLATION DATE:   VENDOR (O.E.M.):   YES   NO REMOVAL DATE:   A.C.S. REPAIR:   YES   NO   REASON FOR REMOVAL                         REMARKS                   ATR - Global Maintenance Agreement     ATR form ref. 7-3        AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 73/110

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





Execution version

  Agreement ref.: code client-GMA-01     DATE:   PAGE: 1 / 1

LOAN ORDER

FOR MAIN ELEMENT AVAILABILTY UNDER GMA   FROM:       TO:  COMPANY NAME:

  Sender:   Tel: Fax:





  A.C.S.-ATR CUSTOMER SUPPORT   Attn:   Tel for routine orders: (33) 5 62 21 60 80 Tel for AOG orders: (33) 5 62 21 62 00 Fax for routine orders: (33) 5 62 21 62 80 Fax for AOG orders: (33) 5 62 21 62 62



            REQUEST FOR A/C TYPE:       RGSTN:   MSN:   LOAN ORDER NUMBER   DELIVERY LEAD TIME:   A.O.G. CRITICAL         REQUESTED PART NUMBER     DESCRIPTION   REASON

                DATA RELATED TO PART NUMBER REMOVED FROM AIRCRAFT

PART NUMBER   S / N   Removal date

  COMMENTS                   SHIPPING ADDRESS IF SPECIFIC (Different from standard shipping address)         REMARKS                                 ATR - Global Maintenance Agreement     ATR form ref. 7-4    AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 74/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED   EXHIBIT 8 - LEASE OF THE STOCK

1. Lease of the Stock

The Repairer agrees to lease the Stock to the Company and the Company agree to take the Stock on lease, subject to the terms and conditions of this Agreement.

2. Content and value of the Stock

2.1 Content: the Stock listed in Exhibit 5 (Stock) contains serviceable Items, either brand new or used, depending on availability of such Items by the Repairer at the time of their respective Delivery.     2.2 Value: the Stock total value for brand new Items, under economic conditions prevailing in two thousand fourteen (2014), shall be:

For the initial AZUL stock delivered under economic conditions 2010, [*****]

For the stock delivered under the AZUL amendment 3 under economic conditions 2011, [*****]

For the stock delivered under the AZUL amendment 4 under economic conditions 2011, [*****]

For the first batch, stock delivered under the GMA TRIP under economic conditions 2011 [*****]

For the second batch limited to the parts not recommended by the repairer, stock delivered under the GMA TRIP under economic conditions 2011 [*****]

For the sake of clarity, parts of the Stock contained into the second batch that are recommended by Repairer, are provided [*****] delivered under the GMA TRIP under economic conditions 2011 [*****]

For the batch related to the Amendment 5, stock delivered under economic conditions 2013 [*****]

For the batch related to the Amendment 6, stock delivered under economic conditions 2014 [*****]

For the batch related to the Amendment 7, stock delivered under economic conditions 2014 [*****]

For the batch related to the 2014 OSS replenishment, stock delivered under economic conditions 2014 [*****]

For the batch related to the Pitot exchange, stock delivered under economic conditions 2014 [*****]     [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 75/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED   [*****]

For the sake of clarity,

The total Stock value of Exhibit 5 list shall be:

[*****]

And the lease fee payable in Exhibit 14 (Price conditions)shall be based on the value of [*****] corresponding to parts of the Stock contained into the TRIP second batch that are recommended by Repairer, i.e. [*****]

In the event the Repairer delivers used Items to the Company, the value of each such used Item shall be quoted at [*****] of the brand new value indicated in Exhibit 5 (Stock) and the total value of the Stock shall be adjusted accordingly by way of Notice sent by the Repairer to the Company.   2.3 Modification of the Stock: on the first anniversary date of the Start Date, the Parties may review the content of the Stock and shall, in case of a variation in the contents of the Stock, amend the Agreement accordingly by way of Notice sent by the Repairer to the Company. Following such amendment, the Company shall return to the Repairer any Item of the Stock, or request the Repairer to replace any Item within the Stock subject to the following conditions:     a) the Item returned by the Company (i) has never been used by the Company since the Start Date, (ii) is in serviceable condition, (iii) isdelivered in its original Packaging and with all appropriate airworthiness documents; and,

  b) the Item shall be returned as per Clause 6.2 of this Agreement; and,

  c) if an Item is returned to the Repairer, the value of the Stock shall be modified by deduction of the initial value of the relevant Itemapplicable at the time of its Delivery; and,     d) if an Item is added to the Stock, the value of the Stock shall be increased according to the ATR spare parts catalogue price for the addedItem at the economic conditions corresponding to the time when the Stock is modified.

The Company shall be responsible for and pay any costs incurred by and/or in connection with the return to the Repairer and/or replacement of such Items of the Stock, including transportation costs, customs duties, formalities and commissions, re-certification fees if documents are missing or damages are found or the conditions of this Clause 2.3 are otherwise not complied with by the Company.   2.4 Inventory of the Stock: the Repairer or any representative it designates shall have the right to inspect the Stock and to audit any records relating thereto at any reasonable time upon giving prior Notice to the Company, which shall provide full access to such Stock to enable the Repairer to conduct periodic inventory inspections and/or any audit of the Stock.

Should any Item of the Stock be missing, partially or totally damaged, or not have its appropriate airworthiness documentation at the time the Repairer or its representative carries out its inspection and/or audit, and if the Company cannot justify such Item as being under repair, the Company shall have [*****] to remedy the situation to the satisfaction of the Repairer, failing which, the Repairer shall invoice the Company the price for any such lost or damaged Item at the ATR spare parts catalogue price applicable on the date of such invoice for a new part initially delivered by the Repairer. In the event the Repairer initially delivered used Items to the Company, each such used lost Item shall be invoiced at [*****]   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 76/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED   [*****] of the brand new value at the ATR spare parts catalogue price applicable on the date of such invoice.

3. Stock Delivery     3.1 Provided the Company has met each of the conditions precedent as per Clause 17 (Conditions precedent) of the Agreement, the Stock shall be delivered to the Company by the Repairer with the relevant airworthiness documents (certificate of conformity, ANAC SEGVOO 003 or EASA Form 1 or FAA Form 8130-3), [*****] to the Repairer stores located at the address set forth in Clause 6.1 of this Agreement, or such other location as the Repairer may from time to time notify to the Company .   3.2 The Repairer shall use its reasonable endeavours to deliver [*****] in quantity of the Stock within [*****] as from the Start Date.   3.3 As from the Delivery of the Stock, the Company is appointed as the custodian of the Stock and, all risks relating to or arising in connection with the Stock shall be transferred to, vested in and borne by the Company, which shall promptly notify the Repairer of any loss or damage to the Stock.   3.4 Within [*****] as from the date of Delivery of any Item of the Stock, the Company shall be responsible for obtaining and shall provide the Repairer with evidence in respect of (i) custom clearance, including payment fees, customs duties, and (ii) customs declarations, with respect to the relevant Stock Item.

4. Storage Location of the Stock       (i) The Storage Location shall be:

Rodovia Santos Dumont, Km 66, Jardim Itatinga, Campinas - São Paulo, Brazil CEP 13052-970.

And

Av Portugal, 5139, Itapoa - Belo Horizonte, Minas Genais, Brazil

or any other address notified from time to time by the Company to the Repairer, or by default the address of the Company as indicated in page four (4) of this Agreement.

  (ii) The Stock shall be kept with its corresponding documentation in secured warehouse facilities at the Storage Location, which shall be separated from any area used to store any other equipment, and each Item shall be clearly identified as belonging to the Repairer and/or the Stock owner with the inscription ATR PROPERTY.

  (iii) The Company shall notify to the Repairer the name and address of the owner or landlord of the Storage Location, if relevant, and each time such owner or landlord changes; the Company shall notify the said new owner or landlord, if relevant, of the Repairer's property of the Stock and copy the Repairer of such notification.     (iv) The Company shall be liable for maintaining the Stock by applying the best methods for storage and maintenance as required byapplicable EASA or   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 77/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED   ANAC regulations at its own costs, particularly for parts subject to limited shelf life or cure date.   5. Use and repair of the Stock

  (i) Each Item listed in Exhibit 3 (Main Elements covered under this Agreement) and Exhibit 6 (LRUs covered by repair and standardexchange Services) withdrawn from the Stock and used by the Company shall be exclusively repaired by the Repairer.

  (ii) The Company shall be entitled to withdraw and use Items from the Stock in accordance with its operational needs, to remedy to any corresponding unserviceable Item fitted on the Aircraft covered under this Agreement (Exhibit 1 List of ATR Aircraft covered under this Agreement).     (iii) In such case, the Company shall return to the Repairer such unserviceable Item removed from the Aircraft with a Work Order for repairin the form set out in Exhibit 7-2 within [*****] from the withdrawal of the corresponding Item from the Stock.

The Repairer shall then repair, as relevant, such unserviceable Item in accordance with the provisions of Exhibits 10 and/or 11 and re- deliver to the Company a serviceable Item with the relevant associated airworthiness documentation (i.e. a certificate of conformity, ANAC SEGVOO 003 and EASA Form 1 or FAA Form 8130-3,and when applicable the log book duly filled with any technical information).

The Company shall then place such serviceable Item into the Stock.



(iv) In the event that the unserviceable Item removed from the Aircraft is declared BER or TNR (copy of the Repair Shop report will be given to the Company ), and is not covered by Services as defined in Exhibit 10 and/or Exhibit 11, the Repairer will invoice such unserviceable Item to the Company , except if the Company replaces such unserviceable Item with an equivalent serviceable Item which shall be placed into the Stock.

  (v) Should the Company place a standard exchange Work Order, as per Exhibit 9 to replace any Item withdrawn from the Stock to replace an equivalent unserviceable Item removed from any Aircraft, then after repair and/or overhaul of such unserviceable Item, the Repairer will place such repaired and/or overhauled Item into the Pool and will not deliver it to the Company .     (vi) [*****].

In the event the Company purchases any Item of the Stock, the Parties agrees to modify accordingly the price indicated in Clause 1.1 of the Exhibit 14 (Price conditions), to take into account monthly lease rental only for the remaining Items of the Stock.     [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 78/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED

  6. Return of the Stock     6.1 Within [*****] as from the End Date, the Company shall notify the Repairer of its decision to either:     (a) [*****] and/or,     (b) return the Stock to the Repairer as per Clause 6.2 of the Agreement in accordance with the following terms and conditions; such returnshall have to be performed within [*****] following such Notice.

If the Company fails to notify the Repairer as provided here above, the Repairer shall either (i) invoice as per (a) here above and/or (ii) direct the Company to return the Stock within [*****] following the term of the aforesaid [*****] period and/or (iii) repossess the Stock, at its discretion.   6.2 If the Company fails to return the Stock as provided here above, the Company shall be charged interest at a rate equal to [*****] of the value of the non-returned Items, per Day as from the end of the aforesaid [*****] period, until the non-returned Items are duly received or repossessed by the Repairer.

The Repairer shall be entitled to set off such late return interests with the Security Deposit pursuant to Clause 13 (Security Deposit).   6.3 In the event any Item of the Stock is not returned to or repossessed by the Repairer within [*****] period as from the End Date, the Repairer may consider, at its discretion, such Item as lost and shall then invoice such Item to the Company at the ATR spare parts catalogue price in force at the time of such invoice.

The Repairer shall be entitled, at its sole discretion, to set off the corresponding amount(s) with the Security Deposit as specified in Clause 13 (Security Deposit).   6.4 In the event that (i) any Item is returned to the Repairer without the appropriate airworthiness documentation, or (ii) whenever the Items are returned without the original documents supplied by the Repairer, or (iii) if the Repairer has to test, to replace or to repair such returned Item(s) due to damage or deterioration as a result of incorrect storage, inappropriate Packaging and/or transport, or (iv) for any other reason whatsoever, the Company shall bear any associated re-certification, repair, overhaul, and/or replacement costs for such Items at the ATR spare parts catalogue prices applicable on the date of return of such Item to the Repairer.   6.5 Conditions for the return of the Main Elements: when returned or repossessed, if the TSO of the Main Element is different from the TSO at the time of its Delivery, the Repairer shall invoice to the Company the Lost Potential as per the conditions of this Agreement.

In case the maintenance of the Main Elements is not covered by this Agreement, the Company shall return any Main Element with the same TSO as the one at the time of its Delivery. If such TSO is higher, the Repairer shall invoice to the Company the works necessary to restore such TSO based on Time and Material conditions.   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 79/110

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





Execution version   7. Payment and transfer of the property title     7.1 Save as otherwise set out in this Agreement, the purchase price for any Item of the Stock shall be paid in accordance with the provisions of Clause 12 (Invoicing and payment terms).   7.2 Notwithstanding the provisions of Clause 5 above, title to the Stock shall remain with Stock owner at all times until the Stock has been purchased by the Company as per Clause 6 above and provided that any amount of the corresponding invoice has been fully received by the Repairer in accordance with Clause 12 (Invoicing and payment terms).

The Company specifically agrees that it shall not acquire any interest, equity or share of the Stock, or pledge or create any lien of any sort whatsoever prior to the transfer of title to the Stock to it in accordance with this Agreement and shall fully indemnify the Stock Owner and/or the Repairer with respect to any consequence of a non-compliance with its obligations under this Clause 7.2.   7.3 The Company may not, under any circumstances, perform or permit any action to be taken that may be detrimental to the Repairer's and/or Stock owner's property title to the Stock, including:     i) The Company must not transfer, sell, charge, pawn, mortgage, negotiate, dispose of, or intend to negotiate or dispose of the Stock; and,



ii) The Company shall take the necessary measures in order to prevent the Stock from being seized or taken away, or to check the Stock in the event of a seizure by distress or any other similar legal process. However, if the Stock is seized or taken away, the Company must immediately notify the Repairer and indemnify the Repairer and/or the Stock owner for any Loss incurred by the Repairer and/or the Stock owner as a result of the above-mentioned events, and shall mitigate any such Loss by using its reasonable endeavours to re- possess the Stock or to re-acquire the Stock.   7.4 Case of use of the Stock as per Clause 5 of the Exhibit 8 (Lease of the Stock): the title to the Item withdrawn from the Stock shall pass to the Company upon installation of such Item on the Aircraft, subject to (i) full and complete payment of any and all sums due by the Company in connection with this Agreement and (ii) the completion of all of its obligations under Clause 5 of the Exhibit 8 (Lease of the Stock).

The title to the Item removed from the Aircraft and sent to the Repairer for repair as per Clause 5 hereof shall pass to the Repairer and/or the Stock owner, as relevant, upon such removal.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 80/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED   EXHIBIT 9 - SPARE PARTS STANDARD EXCHANGE SERVICE

The Company shall granted access to the Pool on a standard exchange basis where the Company may order any LRU listed in Exhibit 6 and provide the Repairer in return with an equivalent (same part number or same standard interchangeable) unserviceable LRU removed from the Aircraft. This right of access to the Pool is not exclusive to the Company.   1. Pool content

The Pool is a set of serviceable LRUs listed in Exhibit 6 (LRUs covered by repair and standard exchange Services) available upon the Start Date, provided the Company has complied with its obligations pursuant to Clause 17 (Conditions precedent).

In the event of any Aircraft technical modification and upon the Company 's written request, the Repairer may update the list set forth in Exhibit 6 (LRUs covered by repair and standard exchange Services), in which case, the price set out in Clause 1.2 of the Exhibit 14 (Price conditions) shall be adjusted accordingly.   2. Access to the Pool

To access the Pool and take Delivery of the requested LRU, the Company must place a written standard exchange Work Order (by filling the form ref 7-1 in Exhibit 7) with the Repairer.   3. Repairer's obligations     3.1 Pool management

The Repairer shall be responsible for managing and maintaining the Pool at his own expense and in compliance with the relevant OEM recommendations.

Any LRU from the Pool delivered to the Company by the Repairer or any Repair Shop shall comply with the applicable Aircraft technical specifications.   3.2 Dispatching the Items

  (i) Any LRU from the Pool shall be delivered to the Company pursuant to Clause 6.1 of the Agreement within [*****] for routine orders, within [*****] for critical orders or within [*****] for AOG orders (limited to classified no-go and go if LRUs according to MMEL) as the case may be, starting from the Day of receipt by the Repairer of a standard exchange Work Order.     (ii) The dispatch lead times set forth in Clause 3.2 (i) above remain subject to:     (a) reception by the Repairer of written standard exchange Work Order 7.1 duly filled in by the Company; and,   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 81/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED

  (b) the availability in the Company 's facilities of a stock of critical Items at least at the level of Repairer's recommendations for theAircraft fleet; and,     (c) the number of AOG standard exchange Work Orders being less than [*****] of the total number of standard exchange WorkOrders placed by the Company over the last [*****]; and,     (d) The Company not being in breach of any of its obligations under this Agreement, including Clause 4.1 (i) of this Exhibit 9.



(iii) Provided the conditions set out in Clause 3.2 (ii) of this Exhibit 9 are met and the Company placed an A.O.G. standard exchange Work Order with the Provider, should the Company be obligated, after Provider's approval, to lease similar LRU from a third Party servicer due to the unavailability of the requested LRU in the Pool, then the Provider will reimburse to the Company, for [*****] until the date of delivery of the requested unit by the Provider to the Company. The Provider shall not under any circumstances have any liability whatsoever (including liability of any consequential loss or damage) in respect of any late delivery of any part other than the liability set forth in this Clause 3.2(iii) . (iv) Any LRU of the Pool will be provided at its latest standard or fully interchangeable standard with the relevant certificate of conformity and, ANAC SEGVOO 003 and EASA form 1/FAA form 8130-3 dual release.     (v) LRUs delivered from the Pool are covered by the provisions of Clause 9 (Warranties).     (vi) Any LRU of the Pool subject to TBO event shall be delivered to the Company with no less than [*****] of life remaining to the nextscheduled overhaul.   4. Core Unit return    4.1 Return lead time



(i) The Company shall return to the Repairer's facilities indicated in Clause 6 (Deliveries) any Core Unit with the Work Order form ref 7-3 duly filled-in, as standard exchange counterparts, within a maximum [*****] as from the Delivery Date of the LRU from the Pool for any Items from the list A of the Exhibit 6 (LRUs covered by repair and standard exchange services) and within a maximum of [*****] as from the Delivery Date of the LRU from the Pool for any Items from the list B of the Exhibit 6 (LRUs covered by repair and standard exchange services).

For sake of clarity, in the event a Core Unit is not returned by the Company to the right Delivery Location as specified in the Clause 6 (Deliveries), the Repairer shall be entitled to charge the Company transportation costs, associated taxes and Customs duties due to the re-exportation of such Core Unit to the right Delivery Location.     (ii) Prior to dispatching any Core Unit, the Company will also send by fax or by email all the data related to the dispatch (including the dateof dispatch and the carrier's name).

  (iii) Notwithstanding the above provision in sub-clause 4.1 (i), in the event a Core Unit is not received by the Repairer within [*****] after Delivery date of the LRU for by the Repairer to the Company for any Items from the list A of the Exhibit 6 (LRUs covered by repair and standard   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 82/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED   exchange services) and within a maximum [*****] as from the Delivery Date of the LRU from the Pool for any Items from the list B of the Exhibit 6 (LRUs covered by repair and standard exchange services), the Repairer shall be entitled to charge the Company , as the case may be, late fee equivalent to [*****] of the value of the part per Day starting the [*****] up to maximum the [*****] for any Items from the list A of the Exhibit 6 (LRUs covered by repair and standard exchange services) and starting the [*****] up to maximum the [*****] for any Items from the list B of the Exhibit 6 (LRUs covered by repair and standard exchange services) after the Company's standard exchange Work Order date, as the case may be. In the event the Core Unit is not returned by the [*****] for any Items from the list A of the Exhibit 6 (LRUs covered by repair and standard exchange services) or by the [*****] for any Items from the list B of the Exhibit 6 (LRUs covered by repair and standard exchange services) after the Company's standard exchange Work Order date, as the case may be, the Repairer will declare the Core Unit as lost in exchange as lost and shall be entitled to invoice to the Company , as the case may be, the amount corresponding to the value of the serviceable LRU primarily delivered by the Repairer according to spare parts catalogue price in force on the date of its Delivery. Title to such serviceable LRU shall pass to the Company, as the case may be, upon full payment of the Repairer's invoice. The Repairer shall be entitled to withdraw without delay the related amount from the Security Deposit as per Clause 13 (Security Deposit).     (iv) In case of accumulated not returned Core Units pursuant to sub-clause 4.1 (iii) above, the Repairer shall be entitled, subject to a [*****]prior Notice, to suspend the Company's Pool access.   4.2 Any Core Unit shall be repaired in accordance with Exhibit 10 (LRUs repair Service).   5. Specific services not covered by standard exchange Service

The following services and their related costs (labor and parts) are not eligible to the standard exchange Service, and shall be managed on Time and Material conditions:

  (i) services performed for LRU(s) fitted on Aircraft to comply with Aircraft redelivery conditions or delivery conditions of a third party. For sake of clarity, Aircraft redelivery conditions or delivery conditions of a third party will have to be declared by the Company to the Repairer in anticipation [*****] before the stop of the Aircraft;     (ii) services performed for any part of the Company's own inventory if any, to be replaced, or maintained, re-certified, tested, checked, forinventory management and/or maintenance reasons (shelf life, cure dates…).   6. Transfer of title and risks     6.1 Title to the Items featured in the Pool, or in the Stock in the event of Clause 5 (v) of the Exhibit 8 (Lease of the Stock), or the Advanced Pool Stock of Clause 7 of the Exhibit 15 (Advanced Pool Service), remains at all times with the Repairer until:     (a) receipt by the Repairer of the corresponding Core Unit in compliance with Clause 4.1 of this Exhibit 9 and of a confirmation from theRepair Shop that such Core Unit is repairable; and,     (b) full and complete discharge of any and all sums due by the Company under or in connection with this Agreement.

Title to the corresponding Core Unit shall pass to the Repairer and/or the Stock owner free from any lien, security or other encumbrance upon removal of such Core Unit from the Aircraft.   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 83/110

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





Execution version   For the sake of clarity, in the event of Clause 5 (v) of the Exhibit 8 (Lease of the Stock) and Clause 7 of the Exhibit 15 (Advanced Pool Service), the Repairer and/or the Stock Owner shall remain the owner of the serviceable LRU sent from the Pool to the Stock and to the Advanced Pool Stock, as replacement.   6.2 Notwithstanding the above, in the event the Core Unit is invoiced to the Company as per Clause 4.2 above, the transfer of title to the serviceable LRU primarily delivered from the Pool shall take place upon receipt by the Repairer of the full payment for the invoice relating to such serviceable LRU.   6.3 The Company hereby represents and warrants that (i) it is the lawful owner of the Core Unit and/or (ii) it is duly entitled to transfer the title to such Core Unit in accordance with Clause 6.1 above.   6.4 In any event, all risks whatsoever and howsoever relating to or arising in connection with any serviceable LRU of the Pool shall be transferred to, vested in and borne by the Company , as from Delivery thereof pursuant to Clause 6 (Deliveries).   7. THIS EXHIBIT IS PART OF THE AGREEMENT AND ALL APPLICABLE PROVISIONS THEREOF ARE APPLICABLE HERETO. WITHOUT LIMITING THE FOREGOING, ALL ITEMS, PARTS, COMPONENTS, SERVICES, WARRANTIES AND GUARANTEES PROVIDED HEREUNDER ARE PROVIDED SUBJECT TO CLAUSE 14 OF THE AGREEMENT AND TO THE DISCLAIMERS AND LIMITATIONS ON WARRANTIES AND DAMAGES, INCLUDING CONSEQUENTIAL DAMAGES, SET FORTH THEREIN.   8. FURTHER ASSURANCES

The Repairer retains title to any serviceable LRU until payment therefor as provided above. As a precautionary measure however, the Company agrees that the Repairer shall have all rights and remedies afforded to a secured party upon the default of a debtor as provided in the UCC and grants a security interest to the Repairer in all of the Company's right, title and interest in each serviceable LRU and the proceeds thereof and all general (including payment) intangibles related thereto or arising therefrom to secure the prompt and punctual payment and performance when due of all obligations of the Company under this Agreement, including this Exhibit.

The Company shall do all acts and things necessary or advisable, including execute and deliver all documents, to ensure that the Repairer's right, title and interest in and to the serviceable LRUs is perfected in all applicable jurisdictions and otherwise protected against the current or future claims of any third-party, including the Company's creditors, mortgagees, lessors, financing parties, trade creditors, any owner of an aircraft and other Persons. Such acts and things shall include obtaining such consents and approvals from, and execution, delivery, registration, recordation and filing of such UCC financing statements (including continuation statements and amendments), FAA mortgages and other documents with, such registries, governmental authorities and third parties as the Repairer may reasonably request.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 84/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED   EXHIBIT 10 - LRUs REPAIR SERVICE   1. Definition of repair

Any unserviceable LRU, not declared BER or TNR, shall be repaired or overhauled by the Repairer in compliance with the relevant CMM and according to ANAC or EASA/FAA part 145 regulations.

If the Company receives from the Repairer a LRU repaired or overhauled under ANAC regulation only with associated ANAC SEGVOO 003 release, the Company may have the right in case of Aircraft redelivery for replacement of such part by another one with relevant certificate of conformity EASA form 1/FAA form 8130-3 dual release. The Repairer shall make its best efforts to provide to the Company the Services in compliance with EASA and FAA for all LRU repaired or overhauled by the local repair shops by end of December of 2015;

[*****].

If the Repairer receives from the Company an excessive number of unserviceable LRUs compared to the MTBUR for such LRU, the Repairer may assist the Company in investigating the causes of such situation, and each Party shall take all necessary corrective actions to the satisfaction of the other Party acting reasonably.   2. Information concerning unserviceable LRUs returned to the Repairer

The Company shall send to the Repairer any unserviceable LRU, as relevant, with a Work Order in the form set out in Exhibit 7-2 (for any single repair) or in the form attached as Exhibit 7-3 (for the repair of any Core Unit).   3. Documents provided with the repaired or overhauled LRU

The following documents shall be provided by the Repairer to the Company with any repaired or overhauled LRU under this Agreement:     (i) EASA form 1 certificate or FAA form 8130-3 or, if applicable, ANAC SEGVOO 003,     (ii) Strip report issued by the Repair Shop, and     (iii) An invoice, if such repair service is not covered by the scope of this Agreement.   4. Specific services not covered by LRU repair Service

The following repairs and their related costs (labor and parts) are not covered by the prices set out in Clause 1.3.1 of the Exhibit 14 (Price conditions) and shall be managed on Time and Material conditions:     (i) all costs of technical modifications that may be incurred due to the embodiment on LRUs of Airworthiness Directives, service bulletins,optional or recommended modifications.     (ii) the repair of an unserviceable LRU or additional costs resulting from Items received in damaged conditions due to Abnormal Use,mishandling, corrosion, abrasion, FOD and/or missing Items,   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 85/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED

  (iii) any additional costs in repairing or overhauling any unserviceable LRU due to Company's failure to produce data as requiredhereunder,,

  (iv) any cost and expense, direct and/or indirect, that may arise out of or connected with any additional technical expertise and/or counter expertise to be performed on any LRU, at the Company's request, in the event the Company challenges the Repairer's primary expertise, or repair cost estimation, or repair solution,     (v) replacement or repair of LRUs' sub-components unapproved by the OEM,     (vi) the maintenance costs relating to any failure of the Company to observe or comply with its obligations under this Agreement,     (vii) all battery repairs or replacements,     (viii) propeller brake disk replacements,     (ix) CVR and DFDR memory and/or tape analysis and/or read outs.   5. Discarding the LRUs

The Parties acknowledge that under normal operating conditions any unserviceable LRU may be BER or TNR.

The Repairer shall notify the Company in case of BER or TNR status of any unserviceable LRU, and shall request the Company's approval to discard such unserviceable LRU.

If the Company denies such approval, the unserviceable LRU shall be delivered back to it at the [*****] costs and risks.

The Company's failure to respond to such Repairer's request within [*****] following the Repairer's notification of BER or TNR shall constitute an approval for the Repairer to discard the relevant unserviceable LRU.

If the discarded unserviceable LRU has been replaced with a serviceable LRU of the Pool or of the Stock pursuant to the provisions of Exhibits 8 (Lease of the Stock) or 9 (Spare parts standard exchange Service), the Repairer shall invoice and the Company shall pay for the price of such serviceable LRU of the Pool or of the Stock, based on the ATR spare parts catalogue sales price applicable at the date of such invoice for brand new or used LRU, as the case may be.

ALL ITEMS, PARTS, COMPONENTS, SERVICES, WARRANTIES AND GUARANTEES PROVIDED HEREUNDER ARE PROVIDED SUBJECT TO CLAUSE 14 OF THE AGREEMENT.   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 86/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED   EXHIBIT 11 - MAIN ELEMENTS SERVICES

  1. Field of application

1.1 The Repairer shall provide the Company with a Main Elements' maintenance (as per Clause 2 of this Exhibit 11) and availability (as per Clause 3 of this Exhibit 11) Service.

This Service is applicable to:     a) Main Elements listed in Exhibit 3 (Main Elements and parts numbers covered by the Agreement) when installed on an Aircraft, and     b) any Main Elements in the Stock as relevant, and     c) any Spare Main Element.

The Services provided to the Company by the Repairer in accordance with this Exhibit 11 cover off-Aircraft tasks and works performed by the Repairer. For the sake of clarity and unless otherwise agreed between the Parties, standard exchange Service shall not be available for Main Elements under this Agreement, except for propeller blades and slip ring as per Clause 3 of this Exhibit 11.   1.2 Main Elements' maintenance program (Scheduled Events)

At the date of entry into force of this Agreement, the Parties acknowledge and agree that applicable intervals for inspections / overhauls on Main Elements are:     i) for propellers:

[*****].     ii) for landing gears:

[*****].

The Repairer reserves its rights to require the Company to modify the above Main Elements maintenance program in accordance with the Aircraft manufacturer MRBR and/or MPD, to optimize the Company 's Aircraft dispatch reliability, provided the Company's Airworthiness Authorities enable so.

  2. Main Elements' maintenance Service description

2.1 Any off-Aircraft maintenance task and work to be performed on Main Elements and Spare Main Elements shall be carried out in accordance with the relevant CMM for each Main Element. Such maintenance tasks with respect to each Aircraft comprise the following services   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 87/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED   on which are based the prices set out in Clause 1.3.2 of the Exhibit 14 (Price conditions):

[*****]   2.2 Maintenance for Scheduled Events

The Repairer shall provide the maintenance Service for Scheduled Events, in accordance with the applicable maintenance program of each Main Element described at Clause 1.2 of Exhibit 11.

In the event that the Main Element's maintenance program set out in Clause 1.2 of this Exhibit 11 shall be changed, the Parties hereby agree that the Repairer may modify the price conditions set out in Clause 1.3.2 of the Exhibit 14 (Price conditions), as relevant.   2.3 Basic Unscheduled Removals

The repair of Main Elements due to BUR shall be performed by the Repairer according to the relevant CMMV and provided that:     - The Company has fulfilled its obligations as per Clause 5 of this Exhibit; and,     - the maintenance tasks are related to normal Aircraft operation in accordance with all technical documentation and any otherinstructions issued by ATR or the OEM; and,     - the maintenance tasks are not related to specific conditions as per Clause 6 of this Exhibit.

  3. Spare Main Elements availability Service description

3.1 With respect to each Aircraft, prices set out in Clause 1.3 of the Exhibit 14 (Price conditions) comprise the availability of Spare Main Element for Scheduled Events and BUR according to the provisions of sub-clause 3.2 hereof.

For the sake of clarity, propeller blades and slip rings may be available through the standard exchange Service, as per the Exhibit 9 (Spare parts standard exchange Service).

.   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 88/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED

3.2 Availability of Spare Main Element(s) for Scheduled Events and BUR:       3.2.1. Such Service includes, at any time and for the entire fleet,     - [*****] propellers,     - [*****] landing gear,

In the event the Company requires any additional Spare Main Element, the Repairer will make a proposal on Time and Material conditions.     3.2.2 Subject to the Company having complied with its obligations as per Clause 5 of this Exhibit 11, the Repairer shall make available suchSpare Main Element(s) during the period necessary for the maintenance for Scheduled Events and BUR of Aircraft Main Element(s).   3.3 The Repairer will make Spare Main Element(s) available to the Company during maintenance for BUR of Main Elements within [*****] from the date of receipt by the Repairer of the Company's Work Order in the form set out in Exhibit 7-4.

  4. Return to the Repairer of the Main Element or Spare Main Element

At the time the Repairer delivers to the Company a Spare Main Element or returns any repaired or overhauled Main Element to the Company , for fitment on the Company 's Aircraft, the Company will deliver back to the Repairer the Main Element removed for repair or overhaul or the Spare Main Element previously obtained from the Repairer, with required technical documentation on a date (the Due Date) within a time period of [*****] starting from the Delivery date of the Spare Main Element or the repaired or overhauled Main Element. When the Main Element removed for repair or overhaul is replaced by a Spare Main Element of the Stock or a spare of the Company 's property, the Company shall return to the Repairer or the designated Repair Shop such removed Main Element, with required technical documentation within a time period of [*****], starting from the removal date of the Spare Main Element.

For returning the Main Elements and Spare Main Elements to the Repairer, the Company shall use adapted container or when applicable the containers received from the Repairer. Any container received by the Repairer or its approved Repair Shop in incomplete or damaged condition from the Company shall be subject to refurbishment or replacement at Company's cost and expense in addition to the prices specified in the Exhibit 14 (Price conditions).

Should the Company fail to deliver the Main Element removed for repair or overhaul or the Spare Main Element(s) back to the Repairer or the Repair Shop on the above Due Date and without prejudice to other rights the Repairer may have at Law and/or under this Agreement, the Repairer may charge late return fees to the Company in an aggregate amount of:     - [*****]     - [*****]

per [*****] of delay, as from the Due Date until the Spare Main Element or the Main Element is duly received by the Repairer or the Repair Shop. The Repairer shall be entitled to withdraw such late return fees from the Security Deposit pursuant to Clause 13 (Security Deposit).

  5. Company's obligations

In order to allow the Repairer to perform the maintenance tasks defined in Clause 2.1 of this Exhibit 11 in compliance with the relevant OEM's technical specifications, the Company   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 89/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED   agrees:     to provide the Repairer every [*****] with a detailed status of the Main Elements showing the Scheduled Events for the next [*****];     to send to the Repairer a Work Order for the Services at the latest [*****] before the event, either for maintenance Service and/or foravailability Service;     to send to the Repairer the log book, log card and back to birth certificate of the landing gears removed for repair or overhaul or sparelanding gear;     that, to be eligible for availability Service, no Main Element within the Stock pursuant to Exhibit 8 (Lease of the Stock) and/or theCompany 's own on-site stock shall be available in the Company s premises, as per the Repairer's initial provisioning recommendation.

Moreover, the Company shall:   5.1 In respect of the propellers:       (i) perform line checks (not limited to lubricant levels, blade balancing, blade anti-erosion film replacements, etc...) and the requiredconsumable spare parts replacements during the Aircraft's entire service life;     (ii) procure all the tools necessary for the line maintenance of the propellers including the propeller balancing tool; and     (iii) initiate and pursue an efficient staggering program to ensure a smooth schedule removal plan for shop maintenance.   5.2 In respect of the landing gears:       (i) perform the line checks (including Messier best practices service letter 631-32-218) and the required consumable spare partsreplacements during the Aircraft's entire service life, on landing gears, wheels and tires; and     (ii) procure all the tools necessary for the line maintenance of the landing gear including the appropriate tooling used for wheelsreplacement. If required, the Repairer will have to assist the Company in procuring these tools (buying, hiring, etc.); and     (iii) initiate and pursue an efficient staggering program to ensure a smooth schedule removal plan for shop maintenance.   5.3 Left intentionally blank     5.4 On-Aircraft tasks

All scheduled and unscheduled on-Aircraft maintenance activities, tasks and works and line maintenance, including the following, are under and at the Company's responsibility, risks, costs and expenses:     (i) line maintenance tasks associated with engines, propellers, landing gears, wheels, brakes and tires,     (ii) Main Elements removals and installations for BUR and Scheduled Events,     (iii) Main Elements accessories removals and installations,     (iv) Main Elements conditioning for storage,     (v) grease and lubricant refilling, seals, gaskets, hardware and consumable parts replacement,     (vi) propellers balancing, blades removals and installations,     (vii) ensure that log books are reflecting the updated maintenance status of each Main Element.     (viii) engine fuel nozzles removals and installations,     (ix) engine control trend monitoring performance and analysis,   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 90/110

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





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





Execution version   CONFIDENTIAL TREATMENT REQUESTED

  (x) regular cleaning of the engines,     (xi) inspection of internal parts (boroscopic inspection).

  6. Specific services not covered by Main Elements' Service

The following services and their related costs (labor and parts) are not covered by the prices set out in Clause 1.3.2 of the Exhibit 14 (Price conditions) and shall be managed on Time and Material conditions:     (i) all costs of technical modifications that may be incurred due to the embodiment on Main Elements of Airworthiness Directives, servicebulletins, optional or recommended modifications,     (ii) replacement or repair of Main Elements' sub-Items costs relating to any failure of the Company to comply with its obligations under thisAgreement,     (iii) the replacement cost of a Main Element and/or its sub-assemblies that is declared BER or TNR,     (iv) any additional costs in connection with the repair or overhaul of any Main Element serial number due to Company's failure to producedata as required hereunder,

  (v) Items and/or any sub-Items received in damaged conditions due to Abnormal Use, mishandling, incorrect storage, lightning strike, FOD, corrosion, abrasion or erosion, dropped or water immersion, over-torque condition or over-speed in excess of transient or over- temperature

  (vi) Services performed on Main Element(s) fitted on Aircraft to comply with Aircraft redelivery conditions or delivery conditions to a third party, . For sake of clarity, Aircraft redelivery conditions or delivery conditions of a third party will have to be declared by the Company to the Repairer in anticipation [*****] before the stop of the Aircraft,     (vii) the replacement of missing parts and parts unapproved by the OEM,     (viii) the repair of damages or replacements resulting from previous repair and/or overhaul not performed pursuant to this Agreement,

  (ix) for the landing gears, the replacement of life limited parts, repair and/or replacement of On Condition Parts listed in Exhibit 4, replacement of any part (including expendables) which vendor price exceeds [*****] with the exception of parts listed in Exhibit 11 Clause 2.1 (ii),     (x) for the propellers, replacement of dome, repair of armbore, replacement of de-icer and replacement of nickel sheath.

  7. Discarding the Main Elements

The Parties acknowledge that under normal operating conditions any Main Element may be declared BER or TNR.

The Repairer shall notify the Company in case of BER or TNR status of any Main Element, and shall request the Companys approval to discard such Main Element.

If the Company denies such approval, the Main Element shall be delivered back to the Company at its costs and risks.

The Parties agree that the absence of a response by the Company to such Repairer's request within [*****] from the sending of the Repairer's notification of BER or TNR constitutes an approval for the Repairer to discard the relevant Main Element.   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 91/110

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





Execution version   In the event the Repairer shall discard any unserviceable Main Element, the Company shall pay the applicable price for test and/or scrap, as the case may be.

In case of the discarded Main Element is an unserviceable propeller blade that has been replaced with a serviceable propeller blade of the Pool or of the Stock pursuant to the provisions of Exhibits 8 (Lease of the Stock) or 9 (Spare parts standard exchange Service), the Repairer shall invoice and the Company shall pay for the price of such serviceable propeller blade of the Pool or of the Stock, based on the ATR spare parts catalogue sales price applicable at the date of such invoice for brand new or used, as the case may be.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 92/110

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





Execution version   EXHIBIT 12 - INTENTIONALLY LEFT BLANK   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 93/110

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





Execution version   EXHIBIT 13 - FORM OF STANDBY LETTER OF CREDIT

By swift message to our addressee BANK NATIXIS (SWIFT Code: CCBPFRPP)

Issuing Bank: (NAME AND ADDRESS) Issuing Bank SWIFT Code: Confirming Bank: Applicant: Beneficiary: ATR

StandBy Letter of Credit reference:

By order of [AZUL NAME], located at [AZUL ADDRESS], we hereby issue our irrevocable and confirmed StandBy Letter of Credit in favour of Avions de Transport Régional, located 1 allée Pierre Nadot 31712 Blagnac, France (ATR), for the aggregate amount of USD XXXX (XXX USD) available for the period ending twelve (12) Months after the Term of the GMA (as defined below);

Available by payment at sight by NATIXIS against your written demand bearing the Clause drawn under irrevocable StandBy Letter of credit (letter of credit reference) issued by (issuing bank name and address) accompanied by the following document:   - Beneficiary's signed certificate specifying the amount drawn and stating:     (1) that the amount claimed is due and payable by [AZUL NAME] in connection with the Global Maintenance Agreement between ATR asthe Repairer and [AZUL NAME] as the Company executed on (date) for the XXX [Services] (the GMA); and,     (2) that the Beneficiary has requested payment of the amount claimed from [AZUL NAME] who is in default.

Partial drawings are permitted.

The Beneficiary shall not be entitled to assign or transfer any right, title or interest in this StandBy Letter of Credit to any other party.

All banking charges and commissions are for the account of the Applicant.

This StandBy Letter of Credit is subject to the 2007 revision of the Uniform Customs and Practices for Documentary Credits of the International Chamber of Commerce Publication 600.

This StandBy Letter of Credit will take effect on the (date).   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 94/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED   EXHIBIT 14 - PRICE CONDITIONS

  1. Prices

The price payable for the Services shall be the sum of the prices set out in this Agreement and established in accordance with the economic conditions prevailing in two thousand and fifteen (2015).   1.1 The lease fee payable for the lease of the Stock (based on the Stock technical contents defined in Exhibits 5 [Stock] and 8 [Lease of the Stock]), as from the Start Date is [*****]:     (i) an amount of [*****] corresponding to [*****] of the Stock value which is set in Exhibit 8 (Lease of the Stock), Clause 2.2 ; or



(ii) in the event the Repairer delivers used Items to the Company as per Clause 2.2 of the Exhibit 8 (Lease of the Stock), the [*****] set forth in 1.1 (i) here above shall be payable from the Start Date until the date on which the last Item of the Stock is delivered. On such latter mentioned date, the Repairer will notify to the Company the exact and definitive Stock value, and the accordingly revised monthly lease payment based upon [*****] of such exact and definitive Stock value. Upon Delivery of the last Item of the Stock, the Repairer shall issue a credit equal to the difference between:     a. the total amount of lease payments actually paid by the Company since the Start Date according to Clause 1.1 (i) here above,and     b. the price the Company should have paid for the used Items delivered by the Repairer according to Clause 1.1 (ii) here above.   1.2 The price payable [*****] per Aircraft by the Company to the Repairer for the standard exchange Service set out in Exhibit 9 (Spare parts standard exchange Service) is as follows (with unlimited POOL access):     [*****]      [*****]      [*****]     [*****]     [*****]    1.3 The prices per airborne FH per Aircraft payable by the Company to the Repairer for the repairs and overhauls of the LRUs and the Main Elements set out in this Agreement are:

    1.3.1 For LRU repair and overhaul:     [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 95/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED     [*****]      [*****]      [*****]     [*****]     [*****]     [*****]      1.3.2 For the Main Element Services as per Exhibit 11 (Main Elements Services):     i) propellers [*****] per Aircraft):     (a) For maintenance     - [*****]     - [*****]

The above propellers maintenance provisions and availability prices are defined as a result of the following repartition related to the maintenance of the following propeller hub, actuator, transfer tube and blades composing each propeller assembly:

        Blades   Hub   Actuator   Transfer Tube   Adjusting Nut [*****]

  [*****] [*****]   [*****]     [*****]     [*****]     [*****]     [*****]

  [*****] [*****]   [*****]     [*****]   &bbsp; [*****]     [*****]     [*****]       (b) For availability [*****]     [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 96/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED

    ii) left intentionally blank     iii) landing gears (per shipset):

For 42-500, 72-500, 72-600 landing gears:     (a) For maintenance:     [*****]     [*****]

plus     (b) For availability     [*****]     [*****]

The above landing gear maintenance provisions and availability prices are defined as a result of the following repartition related to the maintenance of the following sub-assemblies composing each landing gear assembly            [*****]   [*****]       NLG   [*****]   [*****]     Drag Brace   [*****]   [*****]     MGL   [*****]   [*****]     Side Brace   [*****]   [*****]

Life limited parts repair or replacement will be subject to a case by case quotation.     1.3.3 Additional flat rates:

Additional flat rates here under shall be applied for the following operations, as applicable:     a) for [*****], a flat rate of :

For [*****]: [*****]     b) for [*****], a flat rate of :

For [*****]: [*****]   2. Reconciliation conditions

2.1 Left intentionally blank     2.2 Price adjustment for LRUs removal rate reconciliation    [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 97/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED   Any difference, to be measured in units and tens, between the RRR and the MRR pursuant to the conditions set out in Clause 11.1 (iii) and (iv) of the Agreement, shall be invoiced or credited, provided the Company is not in Default of any of its obligations pursuant to this Agreement, per airborne FH on the basis of:

for [*****]

[*****] [*****]

for [*****]

[*****] [*****]

for [*****] [*****]

[*****] [*****]

In addition, at each reconciliation based on the actual flown flight hours, the Repairer shall credit back:

[*****]   2.3 Early Events

The Parties agree that the prices for each Service subject to Scheduled Events are based on the achievement of the applicable maintenance program(s), expressed in [*****].

In case of deviation of the Scheduled Event maintenance program parameters by a number of [*****] shall be considered an Early Event.

For any Early Event, whichever the context, the Repairer shall invoice the Company an amount equal to the Lost Potential multiplied by the applicable price mentioned in Clause 1.3 of this Exhibit.   2.4 Calendar Limits

For propellers and landing gears, the prices given in Clause 1.3.2 of this Exhibit 14 are subject to the achievement of the applicable [*****] specified in Clause 1.2 of Exhibit 11 (Main Elements Services) hereto. In case a maintenance event is necessary to comply with a calendar limit, the Company shall settle the applicable prices in Clauses 1.3.2 and 3 of this Exhibit 14 at the time of the event, multiplied by the full interval specified in Clause 1.2 of Exhibit 11 (Main Elements Services) hereto less the amount already paid by the Company to the Repairer for the number of [*****] accrued since the last overhaul.

  3. Prices adjustment

For the sake of clarity, the adjustment conditions set out in Clauses 3.1 and 3.2 below [*****].   3.1 Commercial conditions for price adjustment      3.1.1 For Lease of the Stock, standard exchange Service and LRUs repair Service

The prices set out in this Agreement will be increased, if applicable, [*****] in accordance with the following adjustment formula:

[*****]   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 98/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED   where:

[*****] is the [*****] for the year N+1, and [*****],

[*****]: is the [*****] as determined by economic conditions of year N (current year),

[*****]: is the [*****] in the year N,

[*****]: is the corresponding [*****] of the year N-1,

[*****]: is the [*****] in the year N,

[*****]: is the corresponding [*****] of the year N-1.

Escalation is subject to a [*****] for Stock, Clause 1.1 of the Exhibit 14, and Standard Exchange services, Clause 1.2 of the Exhibit 14.

Escalation is subject to a [*****] for LRU repair service, Clause 1.3 and Clause 2.2 of the Exhibit 14.

Escalation is subject to a [*****].     3.1.2 For Main Elements Services

The prices set out in this Agreement relative to the Main Elements will be [*****].

Escalation is subject to a [*****] for Main Elements repair service [*****] In any case the final result of the applicable annual adjustment rate [*****] Clause 1.3 of the exhibit 14.   3.2 Technical conditions for prices adjustment

The prices set out in this Exhibit 14 shall be modified [*****] at the occasion of the invoicing reconciliation pursuant to Clause 11 (Reconciliation) if the Standard Operations of the 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) [*****]     - [*****]     [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 99/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED     - [*****]     - [*****]

  4. Specific conditions

4.1 Company's Aircraft fleet change(s)

[*****].   4.2 Unused Aircraft

During the Term, should any Aircraft remain temporarily unused for less than [*****] by the Company for whatever reason, the Company shall not request or obtain from the Provider a change in prices or terms and conditions set out in this Agreement in Clause 12 (Invoicing and Payment terms).

  5. Phase-in:

As a condition precedent to the entry into force of this Agreement, as reflected in Clause 17 (Conditions Precedent), the Company shall pay to the Repairer an amount corresponding for each Main Element and/or any sub-assembly thereof, to the number of FH or CY accrued since the last overhaul or since new as applicable, at the date of entry into force of the Agreement, multiplied by the applicable rate defined in Clauses 1.3 and 3 of this Exhibit 14 and applicable at the date of the first event.

  6. Phase-out: Refundable maintenance provisions

6.1 Upon termination of this Agreement with respect to one or more Aircraft and/or Services in accordance with the terms of this Agreement (except as a result of a Company Default) (the Termination Date), the Repairer shall reimburse the Company Maintenance Provisions related to landing gears maintenance services and/or their sub-component for ATR 72-600 only based on [*****] of the amount set out in Clause 1.3.2 of the Exhibit 14 (Price Conditions)for maintenance services (the Refund Amount), taking into account the price applicable [*****] as per Clauses 3 of the Exhibit 14 (Price Conditions) and when applicable adjusted every [*****] as per Clause 10 and 11, for [*****] for Main Elements: between the re-installation on such Aircraft after the last shop repair or overhaul or exchange occurred under this Agreement, as evidenced in the relevant EASA, FAA, TC, or ANAC release form and ending on the Termination Date.

For sake of clarity, since the Company will pay such service based on,   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 100/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED

  - for ATR 42-500, ATR 72-500 and ATR 72-600, [*****] of the price by the hours and [*****]     - for ATR 72-600, [*****] of the price by the hours and [*****],     - for ATR 42-500 and ATR 72-500 [*****] of the price by the hours and [*****],

[*****]. In addition, it is agreed by the parties that [*****] out of [*****] of the maintenance provision paid for the maintenance of the landing gears [*****].

Should any Aircraft be an ATR and/or ATR Affiliate's property, then Refund Amount shall be reimbursed to the owner.

The Repairer will reimburse the Refund Rate provided that:     (i) the Company has returned to the Repairer all Spare(s), Main Element(s), Items of the Stock, Core Units and unserviceable LRUs theRepairer may have delivered or to be returned to the Repairer according to the terms of this Agreement, and     (ii) The Company has paid to the Repairer all amounts due under this Agreement , and     (iii) The Company is not in Default of any of its obligations under this Agreement.   6.2 It is also understood that [*****] to be taken into account for such a refund process are only those accrued for the original Main Element(s) of Aircraft when fitted on Company's Aircraft or alternatively spare(s) main elements of Company property. [*****] accrued on Spare Main Element(s) provided by the Repairer to the Company under this Agreement and/or any Main Element(s) different from those installed on Aircraft on the date they were originally delivered to the Company or not owned by the Company shall not be taken into account in the calculation of the Refund Rate phase-out set out in this Clause 6.   6.3 Such phase out shall occur simultaneously with the final reconciliation as per Clause 11.2 of this Agreement.   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 101/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED   EXHIBIT 15 - ADVANCED POOL SERVICE

1. Advanced Pool Stock Availability

With the scope of further facilitating the maintenance operations of the Company, Repairer agrees to make available the Advanced Pool Stock to the Company and Company agrees to store the Advanced Pool Stock in a restricted area at the Storage Location. The provision, holding, use and disposal of the Advanced Pool Stock and its review shall be subject to the terms and conditions of this Agreement.

  2. Provision and value of the Advanced Pool Stock

2.1 The Advanced Pool Stock is composed of items defined in Exhibit 16 (Advanced Pool Stock), which may be either brand new items or Used Serviceable Items depending on availability of each item of the Advanced Pool Stock into Repairer's inventory at the time of their respective delivery.   2.2 The Advanced Pool Stock is governed by this Agreement until it is (i) either returned to the Repairer at the Expiry Date, (ii) purchased by Company in accordance with Clause 6 hereunder, or (iii) upon redelivery of the Advanced Pool Stock to Repairer after the termination of this Agreement pursuant to Clause 16 of this Agreement.   2.3 The Advanced Pool Stock shall be provided to Company by Repairer for the duration of the Term provided Company has met each of the Conditions Precedent set out in Clause 17 of the Agreement to the satisfaction of the Repairer before the Start Date.   2.4 The Advanced Pool Stock total value, under economic conditions 2010, shall be:

[*****]

For the sake of clarity, the total Stock value of Exhibit 16 (Advanced Pool Stock) list shall be: [*****].

In the event the Repairer delivers Used Serviceable Items to the Company, the value of each such Used Serviceable Items shall be quoted at [*****] of the brand new value indicated in Exhibit 16 (Advanced Pool Stock) and the total value of the Advanced Pool Stock shall be adjusted accordingly.

  3. Delivery

3.1 The items of the Advanced Pool Stock will be delivered by Repairer to Company, with the relevant airworthiness documents (certificate of conformity, ANAC SEGVOO 003, EASA Form 1 or FAA Form 8130-3), [*****] ATR stores located at the address set forth in Clause 6.1 of this Agreement, or such other location as Repairer may from time to time notify to Company.   3.2 Delivery of the Advanced Pool Stock shall take place gradually. Repairer shall use its reasonable efforts to deliver [*****] of the items of the Advanced Pool Stock (in quantity) at the Start Date. Delivery of the Advanced Pool Stock shall be subject to the Stock delivery.     [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 102/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED     3.3 Notwithstanding the fact that the Repairer is the owner of the Advanced Pool Stock, all risks whatsoever and howsoever relating to or arising in connection with the Advanced Pool Stock and any item of the Advanced Pool Stock, shall be transferred to, vested in and borne by the Company as from the delivery of each item of the Advanced Pool Stock by Repairer to Company.   3.4 Company shall be responsible for and proceed to custom clearance of any item of the Advanced Pool Stock. Within a maximum [*****] lead time from the date any item of the Advanced Pool Stock is delivered, Company shall provide Repairer with evidence that any fees, customs duties, and customs declarations has been paid and made, failing which Repairer may consider such failure as a Company Default pursuant Clause 16 of this Agreement.

  4. Management and Handling Procedures

4.1 Location



i. Company shall keep the Advanced Pool Stock in secured warehouse facilities at the Storage Location, the use of which is reserved for storing and protecting the Advanced Pool Stock owned by Repairer. These facilities shall be separated from any areas used to store any other equipment and the Storage Location shall be clearly marked with the inscription ATR PROPERTY. All the items of the Advanced Pool Stock will be stored with their corresponding documentation.

  ii. Company agrees to maintain the Advanced Pool Stock by applying the best standard methods for storage and maintenance as requiredby applicable EASA regulations at its own maintenance and storage costs, particularly for parts subject to limited shelf life or cure date.

  iii. Company shall promptly notify the Repairer any loss or damage to the Advanced Pool Stock whilst under its management.

  iv. Prior to the Delivery Date and upon each renewal of any policy, the Company shall supply the Repairer with certificates of insurancecompliant with the terms and conditions set out in Clause 8 of this Agreement.



v. If at any time during the term, the Storage Location is not owned by the Company and is leased from a third party, the Company shall advise the Repairer of the name and address of the owner or landlord of such facilities or if any change of the owner or landlord occurs. It shall be the responsibility of the Company to notify said owner or landlord of the Repairer's right of ownership in and to the Advanced Pool Stock and copy the Repairer of such notification.

  vi. The Company agrees to assume liability for and to indemnify and keep harmless Repairer against any loss, cost, expense (including the fees of professional advisers and out of pocket expense), financial liability, taxes, damage or monetary loss of any kind which Repairer may suffer or incur as a consequence of the loss or damage to any item of the Advanced Pool Stock.

  4.2 Use

The Company shall be entitled to, provided no Company Default has occurred and is continuing, withdraw and use any of the items of the Advanced Pool Stock pursuant standard   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 103/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED   exchange service conditions defined in Exhibit 9 and in accordance with its operational needs, solely for the remedy of parts associated defects on the Aircraft covered under this Agreement.

  4.3 Inventory

The Repairer or its agent shall have the right to inspect the Advanced Pool Stock and to audit any records relating thereto at any reasonable time upon giving prior written notice to the Company. The Company shall provide full access to enable the Repairer to conduct periodic inventory inspection of the Advanced Pool Stock.

Should any part of the Advanced Pool Stock be missing, partially or totally damaged, or has not its appropriate airworthiness documentation at the time the Repairer or its agent carries out its inspection/audit, and if the Company cannot justify the part being under repair, the Company shall have a period of [*****] to remedy the situation to the satisfaction of the Repairer, failing which, the Repairer shall invoice the Company the price for any such lost or damaged item at the ATR spare parts catalogue price applicable at the date of such invoice.

  5. Purchase Option

[*****]

  6. Modifying the Composition of the Advanced Pool Stock

Upon either party's request, the parties agree to review the content of the Advanced Pool Stock at the first anniversary date of the Start Date. Shall the parties agree to modify the content of the Advanced Pool Stock, the following conditions shall apply:

  i. item returned by the Company that has never been used by the Company since the Start Date, is received by the Repairer in serviceablecondition, in its original packaging and with all appropriate airworthiness documents;

  ii. the item shall be returned in accordance with the provisions of Clause 6.2 of this Agreement; and

  iii. if an item is returned to the Repairer from the Advanced Pool Stock, the value of the Advanced Pool Stock shall be modified bysubtraction of the initial value of the concerned item; and

  iv. if an item is added to the Advanced Pool Stock, the value of the Advanced Pool Stock shall be increased pursuant to the ATR SparesCatalogue price for the added item at the economical condition of the moment the Advanced Pool Stock is modified.

The Company shall be responsible for and pay any costs incurred by the return to Repairer and/or replacement of such items of the Advanced Pool Stock, including but not limited to transportation costs, customs duties, formalities and commissions, re-certification fees if documents are missing or damages are found.

  7. Purchase or Return of the Advanced Pool Stock

7.1 Promptly on the Expiry Date, and subject to Clause 5 of this Exhibit 15, the Company shall   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 104/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED   have the option to:

  i. [*****]

  ii. re-deliver the items of the Advanced Pool Stock to the Repairer in accordance with Clause 6.2 of this Agreement or to any other addressindicated from time to time by Repairer to the Company, in accordance with the following terms and conditions.   7.2 In the event that any items are delivered back to the Repairer without the appropriate airworthiness documentation, or whenever the parts are returned without the original documents supplied by the Repairer, or if the Repairer has to test, to replace or to repair such returned item(s) of the Advanced Pool Stock due to damage or deterioration as a result of incorrect storage, inappropriate packaging and/or transport, or for any other reason whatsoever, the Company is liable for any associated re-certification, repair, overhaul, or replacement costs for such items at the ATR catalogue prices applicable on the date of delivery of such item to the Company.   7.3 If the Company fails to deliver the Advanced Pool Stock or any part(s) of the Advanced Pool Stock within [*****] of the Expire Date, the Company shall pay late return fees equal to [*****] of the value of the non returned part(s), per Day since the Expire Date, until: a) the missing part(s) are duly received by the Repairer, or b) a maximum [*****] from the Expire Date. The Repairer will be entitled to withdraw such late return fees from the Security Deposit pursuant to Clause 13.   7.4 The Company acknowledges and agrees that in the event any item of the Advanced Pool Stock, or the entire Advanced Pool Stock, is not re- delivered to the Repairer within [*****] of the Expire Date, this item or the Advanced Pool Stock shall be deemed lost, and the Repairer will invoice this item of the Advanced Pool Stock to the Company at the ATR spare parts Catalogue price in force at the date of delivery of any such item of the Advanced Pool Stock. Should the Company fail to pay such invoice, Repairer will be entitled, at its sole discretion, to withdraw the corresponding amount(s) from the Security Deposit.

  8. Payment and Transfer of the Title to Property

8.1 Save as otherwise set out in this Agreement, the purchase price for any item of the Advanced Pool Stock shall be paid in accordance with the provisions of Clause 12.   8.2 Notwithstanding the provisions of Clause 6 of Exhibit 9, title to the Advanced Pool Stock or any item thereof shall remain with the Repairer at all times until such Advanced Pool Stock or part thereof has been purchased by the Company and provided that the amount of the corresponding invoice has been fully received by the Repairer in accordance with Clauses 10 and 12 of this Agreement. The Company specifically agrees that it shall not acquire any interest, equity or share of the Advanced Pool Stock, or pledge or create any lien of any sort whatsoever prior to the transfer of title to the Advanced Pool Stock to the Company in accordance with this Agreement. It is hereby acknowledged and agreed that the Company is appointed as the custodian of the Advanced Pool Stock, which appointment the Company hereby accepts until such time as the Repairer has received the Company's payment in full for the Advanced Pool Stock or any item if the Advanced Pool Stock in case such Advanced Pool Stock or item is either missing, damaged, without airworthiness documentation, purchased by the Company or not returned by the Company to the Repairer in accordance with the provisions of this Agreement.

  8.3 The Company may not, under any circumstances, perform or permit any action to be taken that   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 105/110

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





Execution version   may be detrimental to the Repairer's title to and property in the Advanced Pool Stock, including without limitation:

  i. the Company must not transfer, sell, charge, pawn, mortgage, negotiate, dispose of, or intend to negotiate or dispose of the AdvancedPool Stock or any item of the Advanced Pool Stock ; and



ii. the Company shall take the necessary measures in order to prevent the Advanced Pool Stock or part of the Advanced Pool Stock from being seized or taken away, or to check the Advanced Pool Stock in the event of a seizure by distress or any other similar legal process. However, if the Advanced Pool Stock or part of the Advanced Pool Stock is seized or taken away, the Company must immediately inform the Repairer in writing and indemnify the Repairer for any losses, costs or expenses incurred by the Repairer as a result of the above-mentioned events, and shall mitigate any such Losses, costs or expenses by using its best efforts to re-possess the Advanced Pool Stock or to re-acquire the Advanced Pool Stock or any item of the Advanced Pool Stock.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 106/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED   EXHIBIT 16 - ADVANCED POOL STOCK

The following Exhibit is composed of two (2) pages, into which are listed [*****] part numbers.

First List for [*****] specific fleet contains [*****] part numbers   [*****]   DESCRIPTION   [*****] [*****]   CONDENSER   [*****] [*****]   COOLING UNIT   [*****] [*****]   VALVE-TURBINE INLET CONTROL   [*****] [*****]   AUDIO CONTROL PANEL   [*****] [*****]   CONTROL UNIT-HF   [*****] [*****]   REMOTE CONTROL AUDIO UNIT   [*****] [*****]   CONTROL UNIT-BUS POWER,DC   [*****] [*****]   CONTROL UNIT-GENERATOR,AC   [*****] [*****]   STARTER GENERATOR-DC   [*****] [*****]   PROBE-CCAS ALPHA   [*****] [*****]   PROBE-PITOT   [*****] [*****]   VALVE-HP AIR BLEED   [*****] [*****]   EXCITER - IGNITION I.C.   [*****] [*****]   SERVO VALVE   [*****] [*****]   FUEL PUMP   [*****] TOTAL

Second List for [*****] specific fleet contains [*****] part numbers   [*****]   DESCRIPTION   [*****] [*****]   REMOTE CONTROL AUDIO UNIT   [*****] [*****]   REMOTE CONTROL AUDIO UNIT   [*****] [*****]   CONTROL UNIT-BUS POWER,DC   [*****] [*****]   FCU-HYDRO MECHANICAL   [*****] [*****]   FCU-HYDRO MECHANICAL   [*****] [*****]   AUDIO CONTROL PANEL   [*****] [*****]   EXCITER - IGNITION I.C.   [*****] [*****]   EXCITER - IGNITION I.C.   [*****] [*****]   PROBE-CCAS ALPHA   [*****] [*****]   PROBE-CCAS ALPHA   [*****]   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 107/110

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





Execution version   CONFIDENTIAL TREATMENT REQUESTED     [*****]   DESCRIPTION   [*****] [*****]   CONTROL UNIT-GENERATOR,DC   [*****] [*****]   SERVO VALVE   [*****] [*****]   CONTROL UNIT-VHF   [*****] [*****]   CONDITIONER,TORQUE SIGNAL   [*****] [*****]   ALTIMETER-STANDBY,MILLIBARS   [*****] [*****]   CONTROL UNIT-VHF   [*****] [*****]   ELECTRONIC SYSTEM UNIT   [*****] [*****]   INDICATOR-STANDBY HORIZON   [*****] [*****]   CONTROL,AUTOFEATHER   [*****] [*****]   CONTROL,AUTOFEATHER   [*****] [*****]   GOVERNOR-PROPELLER OVSP   [*****] [*****]   PUMP-PROPELLER FEATHERING   [*****] [*****]   PUMP-PROPELLER FEATHERING   [*****] [*****]   SWITCH-PROXIMITY   [*****] TOTAL [*****]     [*****]   [*****]   DESCRIPTION   [*****] [*****]   PROBE PITOT   [*****]

ALL ITEMS, PARTS, COMPONENTS, SERVICES, WARRANTIES AND GUARANTEES PROVIDED HEREUNDER ARE PROVIDED SUBJECT TO CLAUSE 14 OF THE AGREEMENT.   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 108/110

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





Execution version   EXHIBIT 17 - INSURANCE CERTIFICATES

ALL ITEMS, PARTS, COMPONENTS, SERVICES, WARRANTIES AND GUARANTEES PROVIDED HEREUNDER ARE PROVIDED SUBJECT TO CLAUSE 14 OF THE AGREEMENT.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 109/110

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





Execution version   EXHIBIT 18 - NOTA FISCAL REPORTING

Reporting 1:

Dedicated to the pool import + 1st standard exchange loop

Shall be submitted once (after all serviceable parts from the pool sent to Azul)

Part number   Serial number

Nota Fiscal CFOP 5949 number Flow Azul -> Helibras

Nota Fiscal CFOP 5949 number Flow Helibras -> Azul   Fiscal value Table with XXX lines (XXX = number of parts to be imported)         ...

Reporting 2:

Dedicated to subsequent standard exchanges

Shall be submitted on a monthly basis

Part number   Serial number

Nota Fiscal CFOP 5949 number Flow Azul -> Helibras

Nota Fiscal CFOP 5949 number Flow Helibras -> Azul   Fiscal value ...

ALL ITEMS, PARTS, COMPONENTS, SERVICES, WARRANTIES AND GUARANTEES PROVIDED HEREUNDER ARE PROVIDED SUBJECT TO CLAUSE 14 OF THE AGREEMENT.   AZUL-ATR   Global Maintenance Master Agreement DS/CS-3957/14/Issue 7   Page 110/110

Source: AZUL SA, F-1/A, 3/3/2017 
Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?

Ex Output:
51945


Ex Input:
1                                                                     EXHIBIT 10.5

                                CORIO INC.                           LICENSE AND HOSTING AGREEMENT

     This License and Hosting Agreement (the AGREEMENT) is made and entered into as of October 29, 1999 (EFFECTIVE DATE) by and between Corio Inc., a Delaware corporation, having its principal place of business at 700 Bay Road, Suite 210, Redwood City, CA 94063 (CORIO) and Commerce One, Inc., a Delaware corporation having its principal place of business at 1600 Rivera Avenue, Walnut Creek, CA 94596 (COMMERCE ONE).

                                BACKGROUND

A.      Commerce One is the owner of certain proprietary software products (the         SOFTWARE as further defined below); and

B.      Corio wishes to obtain a license to use and host the Software on the         terms and conditions set forth herein in connection with the hosting         services that Corio will provide to its Customers (as defined below) and         Commerce One wishes to grant Corio such a license on such terms;

C.      The parties further wish to jointly market and promote the other party's         software and/or services as well as provide support and professional         services to Corio and its Customers in accordance with this Agreement.

     NOW, THEREFORE, for good and valuable consideration, the parties hereby         agree as follows:

1.      DEFINITIONS.

The following terms shall have the following meanings:

1.1     SOFTWARE USER means a named user of the Corio Services worldwide to         whom a user identification number and password has been assigned, which         permits that user to access and use the Software on a designated Corio         Server. The identification number and password used by a Software User         is reusable and reassignable and may be used and transferred by Corio,         in accordance with the licenses granted below, between Customers as one         Customer discontinues the Corio Services and another Customer         subscribes.

1.2     ASP means Application Service Provider.

1.2.5   APPLICATION MANAGEMENT REVENUE means net revenue Corio receives from         Customers for Tier One support of the Software and MarketSite Service,         operational support of the Software and MarketSite Service and basic         infrastructure support (hardware, database and operating system) for the         Software and MarketSite Service. Net revenue means all revenue received         by Corio from Customers for the Software and MarketSite Service, less         taxes, freight, insurance, refunds or credits and other non-product         items.

1.3     CORIO MARKET SEGMENT means those customers with annual sales revenues         of less than $1,000,000,000. For the purposes of this definition the         sales revenue shall apply to either the

[*] Certain information on this page has been omitted and filed separately with     the Commission. Confidential treatment has been requested with respect to     the omitted portions.

                                     1

2         entire corporate entity or any separately reporting division. Corio         shall have the right to continue to support Corio Customers that have         annual sales revenues greater than $1,000,000,000 by way of either sales         growth or merger or acquisition of the Corio Customer. Corio and         Commerce One further agree that should Corio desire to sell Corio         Services to a parent company of a then current Corio Customer that is         above this sales revenue threshold, each such sales opportunity shall be         discussed as it arises.

1.4     CORIO SERVERS means the unlimited number of computer servers owned or         operated by or for Corio which will contain the installed Software (as         defined below) for access by Customers in connection with the Corio         Services.

1.5     CORIO SERVICES means the hosting services offered by Corio to its         Customers in which Corio allows Customers to access the Corio Servers.

1.6     CUSTOMER(S) means one or more customers of the Corio Services having         its principal executive offices in the Territory who obtains a         sublicense from Corio to use the Software or MarketSite.net Service, in         the Corio Market Segment.

1.7     DEMONSTRATION SOFTWARE means copies of the Software which are for         demonstration purposes only and which contain sample data and         transactions.





1.8     DOCUMENTATION means any on-line help files or written instruction         manuals regarding the use of the Software or MarketSite.net Service.

1.9     RELATIONSHIP MANAGERS means the appointed employee of each party, as         set forth on EXHIBIT A attached hereto and made a part hereof, who shall         be the primary contact for implementing and administering the terms and         conditions of this Agreement.

1.10    SOFTWARE means Commerce One's proprietary software described in         EXHIBIT A attached hereto and made a part hereof, in object code form         only, and any Updates or Upgrades (as defined below) thereto.

1.11    TERRITORY means the area in which the licenses granted herein are         applicable, currently limited to the geographic area of North America.

1.12    UPDATE(S) means any error corrections, bug fixes, modifications or         enhancements to the Software, which are indicated by a change in the         numeric identifier to the Software in the digit to the right of the         decimal, or any error corrections, bug fixes, modifications or         enhancements of the Software and MarketSite software used to operate the         MarketSite.net Service.

1.13    UPGRADE(S) means a release, function or version of the Software         designated as such by Commerce One which contains new features or         significant functional enhancements to the Software, which are indicated         by a change in the numeric identifier for the Software in the digit to         the left of the decimal, or a new release, function or version of the         MarketSite.net Service, which Upgrade is provided to Commerce One's         installed customer base for the Software and MarketSite software used to         operate the MarketSite.net Service. For the purposes of this Agreement,         Maintenance and Support means those services listed in EXHIBIT C and         the provision of Updates and Upgrades as called for by this Agreement

[*] Certain information on this page has been omitted and filed separately with     the Commission. Confidential treatment has been requested with respect to     the omitted portions.

                                     2

3 2.      GRANT OF RIGHTS.

2.1     Hosting Software License. Subject to the terms and conditions of this         Agreement, Commerce One hereby grants to Corio a fee-bearing, perpetual         and irrevocable, nonexclusive, nontransferable (except in accordance         with Section 14.1 of this Agreement), right and license in the Territory         to (i) reproduce the Software in machine executable object code format         only for installation on the Corio Servers; (ii) install multiple copies         of the Software on Corio's Servers which will be made remotely         accessible to Corio's Customers for their subsequent use, (iii) permit         limited access to and use of the Software and MarketSite.net Service by         Customers through Corio Servers; (iv) sublicense an unlimited number of         Customers to access and use the Software and MarketSite.net Service only         through the installation on Corio servers; and (v) use Commerce One's         tools and utilities, subject to any restrictions placed on the Commerce         One by third party software providers, to modify and manage the         Software. Except as specifically authorized by this Agreement, no         license is granted under this Agreement to Corio to distribute the         Software to its Customers or for use other than as part of the Corio         Services.

2.2     Internal Use License. Subject to the terms and conditions of this         Agreement, Commerce One grants to Corio a nonexclusive, nontransferable         (except in accordance with Section 14.1 of this Agreement),         royalty-free, fully paid up, perpetual right and license in the         Territory to reproduce, install and use additional copies of the         Software and Software tools and utilities, subject to any restrictions         placed on the Commerce One by third party software providers, in machine         executable object code for (i) Corio's internal business operations and         (ii) production, testing, development, upgrade, reporting and training.

2.3     Demonstration License. Subject to the terms and conditions of this         Agreement, Commerce One hereby grants to Corio a nonexclusive,         nontransferable (except in accordance with Section 14.1 of this         Agreement) royalty-free, fully paid up right and license in the         Territory, on Corio Servers, to make a reasonable number of copies of         the Demonstration Software solely for demonstration purposes to         potential Customers. Demonstration Software shall be made available to         Corio's sales personnel and the parties agree to cooperate to make the         Commerce One demonstration database available to Corio sales personnel         on an ongoing basis.

2.4     Distribution License: Corio shall have the right to resell licenses for         Commerce One software, including Hosted BuySite, to any Corio Customer         in the Territory, [*]. Subject to the terms and conditions of this         Agreement, Commerce One hereby grants to Corio a nonexclusive,         nontransferable (except in accordance with Section 14.1 of this         Agreement), right and license in the Territory to sell and distribute         such software licenses to Customers pursuant to this Section 2.4. Under         no circumstances shall Commerce One contact Corio Customers regarding a         non-ASP license sale, unless requested to do so by Corio. Further, if a         Corio Customer contacts Commerce One to purchase the Software license





     independent of the Corio Services, Commerce One shall immediately refer         that Customer to Corio.

2.5     Software User License Agreements. Corio shall make the Software and the         MarketSite.net Service on the Corio Servers remotely accessible to         Customers under the then current terms of its end user license         agreement. As to each Software User who is provided access to the         Software, Corio

[*] Certain information on this page has been omitted and filed separately with     the Commission. Confidential treatment has been requested with respect to     the omitted portions.

                                    3

4         shall secure the Software User's consent to an end user agreement, which         provides that the Software User may access and/or use the Software and         MarketSite.net Service only under terms and conditions which include, at         a minimum, those set forth on EXHIBIT E (END USER LICENSE AGREEMENT)         and made a part hereof.

2.6     Access to MarketSite.net Service. For the fee set forth in Exhibit B         attached hereto and made a part hereof, Corio and its Customers shall         have unlimited access to Commerce One's MarketSite electronic catalogue         service, as available to Commerce One customers at the URL:         Marketsite.net, including without limitation, MarketSite.net Business         Transaction Services, MarketPack of Premium Supplier Catalogs, and         MarketSite Community Services (MarketSite.net Service) in accordance         with Commerce One's standard access procedures for its customers. In         addition, the parties shall share certain revenues related to purchases         made by Customers utilizing Commerce One's MarketSite.net Service, as         set forth in EXHIBIT B hereto.

2.7     Restrictions. Corio may not copy, distribute, reproduce, use or allow         access to the Software or the MarketSite.net Service except as         explicitly permitted under this Agreement, and Corio shall not, nor will         it permit any third party to, modify, adapt, translate, prepare         derivative works from, decompile, reverse engineer, disassemble or         otherwise attempt to derive source code from the Software or any         internal data files generated by the Software except as required by law.

2.8     Ownership. Commerce One hereby retains all of its right, title, and         interest in and to the Software, including all copyrights, patents,         trade secret rights, trademarks and other intellectual property rights         therein. All rights not expressly granted hereunder are reserved to         Commerce One. The Software and all copies thereof are licensed, not         sold, to Corio.

2.9     New Products. Updates and Upgrades to the Software and the         MarketSite.net Service and software are subject to the terms of this         Agreement and are included in the Maintenance and Support fees payable         by Corio. Commerce One agrees to license Corio to use future products         and solutions offered by Commerce One according to the license fees and         other terms and conditions as the parties may agree. These products and         solutions may include, but are not limited to the following: e-commerce,         and marketing and sales force automation solutions.

2.10    Expansion of Geographical Scope. The parties agree Corio may seek         permission to expand the scope of the licenses granted under this         Section 2 worldwide, at no additional cost to Corio, and maintaining the         revenue sharing provisions contained herein, and Commerce One shall not         unreasonably withhold its permission to expand all such licenses         worldwide at no additional cost to Corio. If and when localized versions         of the Software become available, these versions shall be made available         under the maintenance and support provisions of this Agreement.

3.      DELIVERY OF SOFTWARE.

3.1     Delivery and Acceptance. Commerce One shall issue to Corio, via         electronic means of delivery, as soon as practicable, one (1)         machine-readable copy of the Software, along with one (1) copy of the         on-line Documentation. Commerce One will provide Corio with one written         copy of the Documentation at no cost, and any additional written copies         at Commerce One's standard charges. Corio acknowledges that no copy of         the source code of the Software will be provided to

                                     4

5         Corio. Within thirty (30) days of delivery of the Software, but in no         event later than December 1, 1999, Corio shall test the Software for         conformance with the Documentation (Acceptance Test). If the Software         performs in substantial accordance with the Documentation, then Corio         shall notify Commerce One in writing of its acceptance of the Software.         In the event Corio finds material errors or defects with the Software,         Corio shall notify Commerce One in writing of such errors or defects and         provide adequate detail to facilitate Commerce One replicating the error         or defect. Upon receipt of written notice, Commerce One shall have         fifteen (15) days to correct the defect, reinstall the Software at the





     Corio site and re-perform the Acceptance Test. If Corio does not accept         the Software after the second Acceptance Test, a third Acceptance Test         will be performed. Notwithstanding the foregoing, all Acceptance Testing         shall be complete by December 30, 1999, and Corio shall notify Commerce         One in writing of it's acceptance or rejection of the Software no later         than December 31, 1999. If after the third Acceptance Test Corio does         not accept the Software, Corio may, at its sole option, elect to (i)         repeat the Acceptance Test or (ii) terminate the Agreement and receive a         refund of any fees paid to Commerce One as of such date. Both parties         acknowledge that any professional services provided to Corio subsequent         to the installation and acceptance of the Software are non-essential for         the purpose of the acceptance of the Software.

3.2     New Versions. Commerce One shall provide Corio with any pre-release         versions of relevant Updates or Upgrades of the Software. Commerce One         shall make these versions available to Corio to preview at the earliest         possible date. Commerce One shall provide all such Updates and Upgrades         to Corio free of additional charge and Corio shall, in its sole         discretion determine when, and if, to offer any such Updates and/or         Upgrades to its Customers.

3.3     Additional Materials. Commerce One shall use all commercially reasonable         efforts to promptly provide Corio with, at a minimum, the following: (i)         release notes; (ii) beta releases; (iii) contacts at beta customers,         when requested by Corio and subject to the approval of the Commerce One;         (iv) proactive bug notification; (v) software patches; (vi) release         documentation including technical reference manuals and user guides; and         (vii) all applicable data objects relevant to the Software. These         materials shall be provided at no cost to Corio.

4       FEES.

4.1     License Fees. In consideration for the licenses granted to Corio         pursuant to Section 2 of this Agreement, Corio shall pay the license         fees specified in EXHIBIT B hereto. Payment terms of such license fees         shall be as set forth in EXHIBIT B hereto.

4.2     Software Support and Maintenance Fees. Corio shall pay to Commerce One         an annual Software Maintenance and Support fee for the support services         to be provided by Commerce One specified in Exhibit C attached hereto         and made a part hereof, and Updates and Upgrades, according to the fees         set forth in Exhibit B hereto. Payment terms of annual Software         Maintenance and Support fees shall be as set forth in Exhibit B hereto.         Maintenance and Support shall automatically continue during the term of         this Agreement and thereafter, provided that Corio continues to pay the         annual Maintenance and Support fees contained in Exhibit B, attached         hereto.

4.3     Taxes. All fees are exclusive of any sales taxes, use taxes and any         other taxes and charges of any kind imposed by any federal, state or         local governmental entity for products and services

                                     5

6         provided under this Agreement, and Corio is responsible for payment of         all taxes concerning the Corio Services, excluding taxes based solely         upon Commerce One's income.

4.4     Audit Rights. Corio shall keep true and accurate books of accounts and         records for determining the amounts payable to Commerce One under this         Agreement. Such books and records shall be kept for at least three (3)         years following the end of the calendar month to which they pertain, and         shall be open for inspection by an independent certified public         accountant reasonably acceptable to Corio for the purpose of verifying         the amounts payable to Commerce One under this Agreement. Such         inspections may be made no more than once each calendar year, at         reasonable times and upon reasonable notice. Commerce One shall bear all         costs and expenses of such inspection. If any such inspection discloses         a shortfall or an overpayment, the appropriate party shall promptly pay         the amount of such shortfall or refund such overpayment. In addition, if         any such inspection reveals an underpayment of more than five percent         (5%) for the period under audit, Corio shall reimburse Commerce One for         the reasonable cost of the examination.

5       INSTALLATION SUPPORT, MAINTENANCE AND TRAINING.

5.1     Installation. Commerce One shall provide Corio with access to one (1)         full-time operations consultant for one (1) week at no charge to Corio         as part of the installation project as described in the Corio Statement         of Work - Hosted BuySite ASP, dated October 28, 1999 (Statement of         Work) incorporated herein by reference.

5.2     Implementation. Commerce One shall provide Corio with sufficient access         to Commerce One's professional services organization during the first         three (3) implementations of the Software conducted by Corio and its         Customers, in accordance with the Statement of Work incorporated herein         by reference, subject to the payment by Corio of the professional         services fee set forth in Exhibit B hereto (IMPLEMENTATION FEE).         Additionally, during the term of the Agreement the parties shall meet         periodically to discuss Updates and Upgrades to the Software and         MarketSite.net Service to better support Corio's and its Customers'         specific application requirements, to be provided at no charge to Corio.





5.3     Support and Maintenance. Commerce One shall provide Corio with support         described in EXHIBIT C hereto, and maintenance in the form of Updates         and Upgrades. Corio shall be responsible for providing its Customers         with routine technical support of the Software and MarketSite.net         Service. Corio shall escalate any technical support questions or         problems it is unable to answer or resolve directly to Commerce One for         Commerce One's immediate attention and resolution under the schedule set         forth in EXHIBIT C hereto. The support described in this Section 5.3 and         EXHIBIT C hereto shall be provided to Corio but Commerce One shall have         no obligation to provide any maintenance or support services to other         third parties. Subject to Corio's payment of the annual support and         maintenance fee, Commerce One's support and maintenance obligation of         the Software and MarketSite.net Service shall continue after termination         or expiration of this Agreement with respect to all Software Users         granted access to the Software and MarketSite.net Service prior to         termination or expiration of this Agreement.

5.4     Product Management Meetings. The parties agree to meet either in person         or via teleconference on no less than a quarterly basis to discuss,         without limitation, engineering, feature-functionality and         architecture-related issues as they pertain to the Software and         MarketSite.net Service. The specific topics of the meetings will be         determined on a meeting-by-meeting basis. Each party

                                     6

7         shall appoint a product manager to coordinate these meetings. Commerce         One shall provide Corio with information relevant to future Software and         MarketSite.net Service development efforts, including product and         service roadmap, rollout strategy, and plans for future development         efforts. The product managers shall be those persons set forth on         EXHIBIT A hereto.

5.5     Training. Commerce One shall provide Corio with training as reasonably         requested by Corio to train Corio's technical and support personnel         regarding implementation, use and operation of the Software and         MarketSite.net Service as part of the Implementation Fee. Thereafter,         throughout the term of the Agreement and at Corio's request, Commerce         One shall provide additional training to Corio subject to payment of         Commerce One's standard training fees at a [*]. Corio shall be         responsible for training its Customers regarding proper use of the         Software and MarketSite.net Service. Further, the parties shall work         together and cooperate to train Corio's sales force and product         consultants on the Software and MarketSite.net Service and the alliance         contemplated by this Agreement, including without limitation, how to         position, sell and demonstrate the Software and MarketSite.net Service         to potential customers.

5.6     Other Services. Upon Corio's request, Commerce One shall provide certain         professional services, including without limitation, consulting         services, to Corio or its Customers, subject to the mutual written         agreement on the scope of such services, pricing and other terms and         conditions.

5.7     Sales and Marketing Efforts. The parties shall engage in joint marketing         and sales activities as set forth in EXHIBIT D attached hereto and made         a part hereof.

6       TRADEMARKS.

6.1     Right to Display. During the term of this Agreement, each party         authorizes the other party to display and use the other's trademarks,         trade names and logos (collectively, the TRADEMARKS) in connection with         that party's sale, advertisement, service and promotion of the Corio         Services or the Software and MarketSite.net Service. Each party shall         indicate in all product, service, publicity and printed materials         relating to the Corio Services or the Software and MarketSite.net         Service that such trademarks are the property of the originating party.         Upon termination of this Agreement, each party shall cease all display,         advertising and use of all Trademarks of the other party and shall not         thereafter use, advertise or display any trademark, trade name or logo         which is, or any part of which is, confusingly similar to any such         designation association with Corio or the Corio Services or Commerce One         or any Commerce One product.

6.2     Promotion Materials and Activities. All representations of the other         party's Trademarks that a party intends to use shall be exact copies of         those used by the other party and shall first be submitted to the         originating party for approval of design, color and other details, which         consent shall not be unreasonably withheld or delayed. To ensure         trademark quality, each party shall fully comply with all written         guidelines provided by the other party concerning the use of the         originating party's Trademarks. Each party agrees to change or correct         any material or activity that the originating party determines to be         inaccurate, objectionable, misleading or a misuse of the originating         party's Trademarks.

[*] Certain information on this page has been omitted and filed separately with     the Commission. Confidential treatment has been requested with respect to     the omitted portions.

                                     7





8 7       WARRANTIES AND DISCLAIMER.

7.1     No Conflict. Each party represents and warrants to the other party that         it is under no current obligation or restriction, nor will it knowingly         assume any such obligation or restriction that does or would in any way         interfere or conflict with, or that does or would present a conflict of         interest concerning the performance to be rendered hereunder or the         rights and licenses granted herein.

7.2     Intellectual Property Warranty. Commerce One represents and warrants to         Corio that (a) Commerce One is the sole and exclusive owner of the         Software; (b) Commerce One has full and sufficient right, title and         authority to grant the rights and/or licenses granted to Corio under         this Agreement; (c) the Software does not contain any materials         developed by a third party used by Commerce One except pursuant to a         license agreement; and (d) the Software does not infringe any patent,         copyright, trade secret, trademark or other intellectual property rights         of a third party.

7.3     Product Warranty. Commerce One warrants that the Software and         MarketSite.net Service will perform in substantial accordance with the         Documentation, and the media on which the Software is distributed will         be free from defects in materials and workmanship under normal use, for         a period of sixty (60) days from the Effective Date, but in no event not         later than December 31, 1999 (the Warranty Period). In addition,         Commerce One warrants that during the Warranty Period the Software and         MarketSite.net Service is free of any willfully introduced computer         virus, or any other similar harmful, malicious or hidden program or         data, which is designed to disable, erase, or alter the Software, or any         other files, data, or software. If during the Warranty Period the         Software and MarketSite.net Service does not perform in substantial         compliance with the Documentation, Commerce One shall take all         commercially reasonable efforts to correct the Software and         MarketSite.net Service, or if correction of the Software and         MarketSite.net Service is reasonably not possible, replace such Software         and MarketSite.net Service free of charge. Commerce One will replace any         defective media returned to Commerce One during the Warranty Period. In         the event any such breach of warranty can not be reasonably corrected at         Commerce One's sole expense, Corio has the right to terminate this         Agreement and receive a refund of all prepaid fees. The foregoing are         Corio's sole and exclusive remedies for breach of product warranty. The         warranty set forth above is made to and for the benefit of Corio only.         The warranty shall not apply only if:

     (a)     the Software and MarketSite.net Service has been not properly                 installed and used at all times and in accordance with the                 Documentation; and

     (b)     Corio has requested modifications, alterations or additions to                 the Software and MarketSite.net Service that cause it to deviate                 from the Documentation.

7.4     Product Warranty - Year 2000 Compliance. Commerce One warrants that the         Software and MarketSite.net Service, when used in accordance with its         associated documentation, is in all material respects capable upon         installation of accurately processing, providing and/or receiving date         data from, into and between the twentieth and twenty-first centuries,         including the years 1999 and 2000, and leap year calculations; provided         that all licensee and third party equipment, systems, hardware, software         and firmware used in combination with the Software and MarketSite.net         Service properly exchange date data with the Software and MarketSite.net         Service

                                     8

9         OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF         MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

8       INDEMNIFICATION.

8.1     By Commerce One. Commerce One shall indemnify, defend and hold harmless         Corio and its Customers from any and all damages, liabilities, costs and         expenses (including reasonable attorneys' fees) incurred by Corio or its         Customers arising out of any claim that the Software infringes any         patent, copyright, trademark or trade right secret of a third party;         provided that Corio or its Customer promptly notifies Commerce One in         writing of any such claim and promptly tenders the control and the         defense and settlement of any such claim to Commerce One at Commerce         One's expense and with Commerce One's choice of counsel. Corio or its         Customer shall cooperate with Commerce One, at Commerce One's expense,         in defending or settling such claim and Corio or its Customer may join         in defense with counsel of its choice at its own expense. If the         Software is, or in the opinion of Commerce One may become, the subject         of any claim of infringement or if it is adjudicatively determined that         the Software infringes, then Commerce One may, at its sole option and         expense, either (i) procure for Corio the right from such third party to         use the Software, (ii) replace or modify the Software with other         suitable and substantially equivalent products so that the Software         becomes noninfringing, or if (i) and (ii) are not practicable after         Commerce One has exhausted all diligent efforts, (iii) terminate this





     Agreement and refund to Corio a pro-rated portion of the fees paid         hereunder.

8.2     Limitations. Commerce One shall have no liability for any infringement         based on (i) the use of the Software other than as set forth in the         Documentation; or (ii) the modification of the Software by a party other         than Commerce One, when such infringement would not have occurred but         for such modification.

9       LIMITATION OF LIABILITY.

     EXCEPT FOR LIABILITY ARISING UNDER SECTION 8 OF THIS AGREEMENT, IN NO         EVENT SHALL EITHER PARTY'S LIABILITY ARISING OUT OF THIS AGREEMENT OR         THE USE OR PERFORMANCE OF THE SOFTWARE EXCEED THE TOTAL AMOUNT ACTUALLY         PAID BY CORIO HEREUNDER FOR THE TRANSACTION WHICH THE LIABILITY RELATES         TO DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE FILING OF THE         CAUSE OF ACTION TO WHICH THE LIABILITY RELATES. EXCEPT FOR LIABILITY         ARISING UNDER SECTION 8 OF THIS AGREEMENT, IN NO EVENT SHALL EITHER         PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR         COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY         INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND UNDER ANY         THEORY OF LIABILITY AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF         THE POSSIBILITY OF SUCH DAMAGE. THE PARTIES AGREE THAT THIS SECTION 9         REPRESENTS A REASONABLE ALLOCATION OF RISK.

                                     9

10         LIABILITY RELATES. EXCEPT FOR LIABILITY ARISING UNDER SECTION 8 OF THIS         AGREEMENT, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE         OTHER PARTY FOR ANY LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE         GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES         HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY AND WHETHER OR NOT SUCH         PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE PARTIES         AGREE THAT THIS SECTION 9 REPRESENTS A REASONABLE ALLOCATION OF RISK.

10      CONFIDENTIALITY.

     Each party hereby agrees that it shall not use any Confidential         Information received from the other party other than as expressly         permitted under the terms of a non-disclosure agreement to be         concurrently executed with this Agreement.

11      TERM AND TERMINATION.

11.1    Term. The term of this Agreement shall commence on the Effective Date         and shall continue in full force and effect for an initial period of         five (5) years. Thereafter, this Agreement shall automatically renew for         subsequent one (1) year periods unless either party provides the other         party with written notification at least thirty (30) days prior to the         expiration of the initial five (5) year term or any one (1) year renewal         thereof of its intention to terminate this Agreement.

11.2    Termination. If either party materially breaches any term or condition         of this Agreement and fails to cure such breach within-thirty (30) days         after receiving written notice of the breach, the nonbreaching party may         terminate this Agreement on written notice at any time following the end         of such-thirty (30) day period. This Agreement shall terminate         immediately upon notice if either party becomes insolvent (i.e., becomes         unable to pay its debts in the ordinary course of business as they come         due) or makes an assignment for the benefit of creditors. Compliance by         the Software with the Software's specifications after expiration of the         Warranty Period shall be deemed a material condition of this Agreement.

11.3    Effect of Termination. The following Sections shall survive the         termination or expiration of this Agreement for any reason: 4.2, 5.3, 7,         8, 9, 10, 12 and 14. Corio's right to allow its then-existing Customers         and their Software Users to use and access the Software in accordance         with Section 2 of this Agreement and all payment obligations related         thereto shall survive any termination or expiration of this Agreement.         Commerce One's obligation to provide Software support and maintenance to         Corio and its Customers shall survive any termination or expiration of         this Agreement, provided Corio continues to make its annual support and         maintenance payments as specified in this Agreement. Upon termination or         expiration of this Agreement, each party shall otherwise return or         destroy any Confidential Information of the other party provided,         however, Corio may retain any Confidential Information necessary for         Corio to continue supporting it's then-existing Customers.

12      SOURCE CODE ESCROW.

12.1    Escrow Account. Within sixty (60) days of the Effective Date, Commerce         One agrees to execute an escrow agreement by and among Corio, Commerce         One and a mutually acceptable escrow agent (the ESCROW AGENT). The         Escrow Agent shall require Commerce One to place in an

                                    10

11         escrow account in California a copy of the source code of the Software





     including all Updates and Upgrades thereto, documentation and similar         materials (the SOURCE CODE). The escrow agreement shall contain, at a         minimum, the terms and conditions set forth in this Section 12. Corio         shall bear all fees, expenses and other charges to open and maintain         such escrow account. If a Release Condition (as defined in Section 12.2         of this Agreement) occurs and the Escrow Agent provides the Source Code         to Corio under the escrow agreement, Corio agrees to hold the Source         Code in confidence pursuant to the provisions contained in Section 10 of         this Agreement, and not to use them for any purpose other than those         purposes contemplated under Section 12.3 of this Agreement.

12.2    Release. Corio shall notify Commerce One in writing if it believes that         one of the following events (the RELEASE CONDITIONS) has occurred and         that it intends to seek release of the Source Code from the escrow         account: (i) Commerce One's dissolution or ceasing to do business in the         normal course, or (ii) Commerce One's repeated and material breach of         its support and maintenance obligations under Section 5 of this         Agreement and such breach is not cured within sixty (60) days of receipt         of written notice thereof from Corio. If Commerce One notifies Corio in         writing that it disputes whether any such event has occurred, officers         of each of the parties shall negotiate for a period of ten (10) business         days to attempt to resolve the dispute. At the end of such ten (10)         business day period, if the parties have not resolved the dispute, the         matter shall be referred to arbitration in the manner provided in         Section 14.3 of this Agreement.

12.3    License. Upon the release of the Source Code to Corio pursuant to         Section 12.2 of this Agreement, Corio shall have a royalty-free,         nonexclusive, nontransferable, right and license in the Territory to use         and modify the Source Code to support and maintain the Software until         the expiration or termination of Corio's Customers' End User License         Agreements. The object code derived from the Source Code so modified         shall be subject to the same rights and restrictions on use,         reproduction and disclosure that are contained in this Agreement with         respect to the Software. Corio shall not distribute, sell or sublicense         the Source Code. Subject to the licenses expressly granted in this         Agreement, Commerce One shall retain all right, title and interest in         and to the Source Code. This license shall be deemed to extend worldwide         in scope if Corio, at the time one or more Release Conditions has         occurred, has been granted worldwide license rights by Commerce One         under Section 2 of this Agreement.

13      SHARED RESOURCES.

13.1    Operations. To the extent not provided for within the Statement of Work         covered by the Implementation Fee, Commerce One shall provide Corio with         access to Commerce One operations personnel as reasonably requested by         Corio, subject to payment by Corio of Commerce One's standard fees [*].         These Commerce One operations personnel shall work together with Corio         personnel to optimize the architecture and performance of the Software         and MarketSite.net Service in a hosted environment. Commerce One shall         only commit personnel with expertise in installations, operating         environments and networking functionality.

13.2    Consulting. To the extent not provided for within the Statement of Work         covered by the Implementation Fee, Commerce One shall provide Corio with         access to Commerce One consulting personnel as reasonably requested by         Corio, subject to payment by Corio of Commerce One's standard fees [*].         These Commerce One

[*] Certain information on this page has been omitted and filed separately with     the Commission. Confidential treatment has been requested with respect to     the omitted portions.

                                    11

12         consulting personnel shall initially work together with Corio personnel         to develop implementation templates. Commerce One may, in its sole but         reasonable discretion, elect to assign resources from a third party         systems integrator subject to advance notification to Corio of such         election.

13.3    Engineering. Commerce One shall provide Corio with reasonable access to         Commerce One engineering personnel at no additional cost to Corio. Joint         engineering work may include product development, including without         limitation, technical and functional application development and         integration.

13.4    Other. All services provided hereunder, in addition to services         subsequently requested by Corio (e.g. customization of the Software)         shall be subject to the terms of a separate agreement between the         parties.

13.5    Ownership. Subject to Commerce One's pre-existing ownership of any         materials or technology provided to Corio, the results of all such         development efforts set forth in this Section 13, including all         intellectual property rights in any software interface coding or         programs created solely by Corio during the term of this Agreement to         enable the Software to operated within the Corio Servers' hosted         environment (DEVELOPMENTS), shall be owned by Corio, unless such         Developments are supported on an ongoing basis by Commerce One in which         case Commerce One will retain all ownership rights, including





     intellectual property rights in the Developments. To the extent that         Commerce One would otherwise have a claim of ownership in such         Developments, Commerce One hereby assigns all rights in and to such         Developments to Corio. Further, Commerce One represents and warrants         that all Commerce One employees, agents, contractors or consultants that         will be provided to work together with Corio have or will have signed         agreements with customary terms containing confidentiality provisions         and assignment of inventions (EMPLOYEE NDA/INVENTION AGREEMENT). Corio         covenants and warrants that it will not disclose to Commerce One or its         officers, directors, employees, agents, contractors or consultants any         proprietary information, including without limitation any technical         information related to Developments created solely by Corio under this         Agreement, except upon the written authorization to do so by a Corporate         Officer of Commerce One. Commerce One covenants that during the term of         this Agreement, it will continue to require all Commerce One employees,         agents, contractors or consultants to sign an Employee NDA/Invention         Agreement and that Commerce One will furnish to Corio copies of such         signed agreements upon Corio's request. Ownership of intellectual         property rights to any enhancements, modifications or derivative works         to the Software itself which may be developed jointly by the parties or         solely by Corio shall be negotiated by the parties prior to the start of         any such development work.

13.6    Independent Development: Covenant not to Sue. Nothing in this Agreement         will be construed to prohibit either parties' right to independently         develop the Developments contemplated above. Each party covenants that         it shall not, under any circumstances, sue the other party (or its         officers, directors, successors and assigns) or any of that parties'         licensees, customers, or distributors (Protected Entities) for patent         infringment under any future patents or future patent rights relating to         said Developments, that either party owns or controls, so long as that         Protected Entity has a license from Commerce One or Corio to the         Software, or to a product that is a modification of, derivative work         based on, or replacement for the Software. The foregoing covenant is         binding on Corio's permitted successors and assigns, and inures to the         benefit of any

                                    12

13         of Commerce One's successors and assigns, and is binding on Commerce         One's permitted successors and assigns, and inures to the benefit of any         of Corio's successors and assigns.

14      MISCELLANEOUS.

14.1    Assignment. Neither party may assign this Agreement or any rights or         obligations hereunder, whether by operation of law or otherwise, without         the prior written consent of the other party. Notwithstanding the         foregoing, either party shall have the right to assign this Agreement in         connection with the merger or acquisition of such party or the sale of         all or substantially all of its assets related to this Agreement without         such consent, except in the case where such transaction involves a         direct competitor of the other party where consent of the other party         will be required. Subject to the foregoing, this Agreement will bind and         inure to the benefit of the parties, their respective successors and         permitted assigns. Any assignment in violation of this Section 14.1         shall be null and void.

14.2    Waiver and Amendment. No modification, amendment or waiver of any         provision of this Agreement shall be effective unless in writing and         signed by the party to be charged. No failure or delay by either party         in exercising any right, power, or remedy under this Agreement, except         as specifically provided herein, shall operate as a waiver of any such         right, power or remedy.

14.3    Choice of Law; Arbitration; Venue. This Agreement shall be governed by         the laws of the State of California, USA, excluding conflict of laws         provisions and excluding the 1980 United Nations Convention on Contracts         for the International Sale of Goods. Any disputes arising out of this         Agreement shall be resolved by binding arbitration in accordance with         the then-current commercial arbitration rules of the American         Arbitration Association (RULES). The arbitration shall be conducted by         one (1) arbitrator appointed in accordance with the Rules in San         Francisco County, California. A judgment upon the award may be entered         in any court having jurisdiction of the parties, including without         limitation the courts in San Francisco, California. The non-prevailing         party in the arbitration shall pay all fees and charges of the American         Arbitration Association; each party, however, shall be responsible for         the payment of all fees and expenses connected with the presentation of         its respective case.

14.4    Notices. All notices, demands or consents required or permitted under         this Agreement shall be in writing. Notice shall be considered delivered         and effective on the earlier of actual receipt or when (a) personally         delivered; (b) the day following transmission if sent by telex, telegram         or facsimile followed by written confirmation by registered overnight         carrier or certified United States mail; or (c) one (1) day after         posting when sent by registered private overnight carrier (e.g., DHL,         Federal Express, etc.); or (d) five (5) days after posting when sent by         certified United States mail. Notice shall be sent to the parties at the         addresses set forth on the first page of this Agreement or at such other         address as shall be specified by either party to the other in writing.





14.5    Independent Contractors. The parties are independent contractors with         respect to each other. Each party is not and shall not be deemed to be         an employee, agent, partner or legal representative of the other for any         purpose and shall not have any right, power or authority to create any         obligation or responsibility on behalf of the other.

14.6    Severability. If any provision of this Agreement is held by a court of         competent jurisdiction to be contrary to law, such provision shall be         changed and interpreted so as to best accomplish the

                                    13

14         objectives of the original provision to the fullest extent allowed by         law and the remaining provisions of this Agreement shall remain in full         force and effect.

14.7    Force Majeure. Neither party shall be deemed to be in breach of this         agreement for any failure or delay in performance caused by reasons         beyond its reasonable control, including but not limited to acts of God,         earthquakes, strikes or shortages of materials.

14.8    Subcontract. Commerce One understands and agrees that Corio shall solely         direct the provision of Corio Services and may subcontract certain         portions of the Corio Services to third parties at any time during the         term of the Agreement.

14.9    Bankruptcy. The parties hereto agree that Corio, as a licensee of         Commerce One's intellectual property, shall be afforded all of the         protections afforded to a licensee under Section 365(n) of the United         States Bankruptcy Code, as amended from time to time (the CODE) so         that the Trustee or Debtor in Possession, as defined in the Code, will         not interfere with Corio's license with respect to the Software as         provided in this Agreement, as set forth in Section 365(n) of the Code.

14.10   Complete Understanding. This Agreement including all Exhibits, and the         Non Disclosure Agreement and the Statement of Work referenced in this         Agreement and incorporated by reference herein, constitutes the final,         complete and exclusive agreement between the parties with respect to the         subject matter hereof, and supersedes any prior or contemporaneous         agreement. IN WITNESS WHEREOF, the parties have executed this Agreement         as of the Effective Date.

CORIO, INC.                              COMMERCE ONE, INC.

By: /s/ Signature Illegible              By: /s/ Signature Illegible                                              -------------------------------- Name: GEORGE KADIFA                      Name: MARK S. BIESTMAN       ---------------------------              ------------------------------

Title: CEO                               Title: V.P. WORLDWIDE SALES        --------------------------              ------------------------------

Date: 11/5/99                            Date:       --------------------------               ------------------------------

                                    14

15                                     EXHIBIT A

                                 SOFTWARE

1.      SOFTWARE.         Hosted BuySite v 6.0

2.      DEMONSTRATION SOFTWARE.         Hosted BuySite v 6.0

3.      RELATIONSHIP MANAGERS. The Corio Relationship Manager shall be:         __________. The Commerce One Relationship Manager shall be: ________.

4.      PRODUCT MANAGERS. For purposes of Section 5.4 of this Agreement, the         Corio product manager shall be: _________.

        The Commerce One product manager shall be: _______________.

                                    15

16                                     EXHIBIT B

                                  PRICING

SOFTWARE: BuySite Hosted Edition version 6.0





MarketSite.net Service access

SOFTWARE USERS: BuySite Hosted Edition: Unlimited

LICENSE FEES: BuySite Hosted Edition: [*]

MARKETSITE.NET SERVICE FEES: MarketSite.net Service Access: Year 1                          [*] Year 2-5, and beyond:           [*]

MAINTENANCE AND SUPPORT FEES: Year 1                          [*] Year 2-5, and beyond:           [*]

REVENUE SHARING FEES:

1.      MarketSite Transaction Revenue:         Commerce One to pay Corio [*] of all transaction fees from Corio         Customer transactions on MarketSite.

2.      Corio Customer Application Management Revenue:         Corio to pay Commerce One [*] of all Application Management Revenue from         Corio Customers for use of Commerce One Software or MarketSite.net         Service Access subject to the following limitations.

            A.     No Application Management Revenue shall be due for any                       Corio Customer subscriptions utilizing the initial 3000                       Software User licenses granted herein, subject to a                       minimum limitation of 40 Authorized Software Users per                       Customer

            B.     The Corio invoice amounts used to calculate the revenues                       subject to this revenue share shall not include                       Professional Service fees, or Network access fees.

            C.     These Application Management Revenue fees shall begin                       accruing when the Corio Customer begins live operations.

IMPLEMENTATION FEES: Time and Materials Basis Billed at [*] in accordance with The Statement of Work as agreed between the parties, not to exceed [*].

* Certain information on this page has been omitted and filed   separately with the Commission. Confidential treatment has   been requested with respect to the omitted portions.

                                    16

17 PAYMENT TERMS

License Fees: Due upon Software Acceptance.

Maintenance and Support Fees: Net 30 of Software acceptance anniversary date, and each year thereafter. Revenue Sharing Fees: Quarterly payments shall be due to receiving party, net 30 days after quarter close.

Implementation or Professional Service Fees: Net 30 days from date of Commerce One invoice, which shall be issued only after successful completion of each agreed upon milestone.

MarketSite.net Access Fee: Due upon Software Acceptance, and on each annual anniversary of Software Acceptance thereafter.

                                    17

18                                     EXHIBIT C

                         CUSTOMER SERVICE OUTLINE

1.      CONTACTING SUPPORT:

EMAIL:                     csc@commerceone.com

FAX:                       (925) 941-6060

SUPPORT HOTLINE:           (925) 941-5959

WWW:                       http://commerceone.com/solutions/osupport.htm

Our web access allows you to submit new incidents and be notified in real time by the support team, who will provide suggestions and technical support to resolve your issue. Such support will include clarification of the functions and features of the Software, clarification of the documentation, guidance in the operations of the Software, and error correction analysis and verification to the extent possible remotely.





2.      SERVICE HOURS: Staffed Monday - Friday, 7 am to 7 pm PST (except holidays). After hours support available 24x7 for Priority 1 technical issues only.

3.      PRIORITY DEFINITION:

     COMMERCE ONE RESPONSIBILITIES:

             *       Priority 1: The software and/or the hosted physical                         infrastructure is not operational and no workaround                         exists. Customer's production/business is seriously                         affected.

             *       Priority 2: Software and/or the hosted physical                         infrastructure functionality is impaired, does not work                         like proposed, but it is operational

     CORIO RESPONSIBILITIES:

             *       Priority 3: Minor software and/or the hosted physical                         infrastructure problems or functionality questions.

             *       Priority 4: Enhancement request or cosmetic problems.

4.      RESPONSE TIME: (Commitment to customers) Commence One will make every attempt to contact our customers within 30 minutes of the report of a critical incident, and to notify and work with any third party vendors providing ancillary services that may be affected by the incident. However, for providing specific action plans for resolutions, we are committed to the following schedule:

             *       Priority 1 incidents: 2 hours

             *       Priority 2 incidents: 4 hours

For resolution of incidents, we are committed to the following schedule:

             *       Priority 1 incidents: we will respond as provided above                         and continue resolution efforts on a 24 x 7 basis until                         the incident has been resolved

             *       Priority 2 incidents: we will respond as provided above                         and continue resolution efforts during business hours                         until the incident has been resolved

                                    18

19 5.      SUPPORT CONTACTS:

Up to 5 individuals can be designated as Registered Customers to contact Commerce One for Support services. Upon written notice, customers may change their designated contacts. [Additional contacts can be purchased at additional cost as mutually agreed. Specify the 5 contacts on the Customer Profile form.

                                    19

20                                     EXHIBIT D

                      SALES AND MARKETING COOPERATION

The parties agree to the following non-binding sales and marketing cooperation efforts:

1.      RELATIONSHIP MANAGERS. The parties' Relationship Managers would attempt         to meet at mutually agreeable times no less than every quarter to review         and coordinate sales efforts and review customer response to the         Software, the MarketSite.net Services and the Corio Services, and         address other topics related to this Agreement.

2.      SALES COMPENSATION. The parties agree to provide their internal and         external sales and marketing personnel sufficient compensation         incentives designed to actively promote and encourage cross-selling of         the Corio Services, and the Software and the MarketSite.net Services,         respectively.

3.      JOINT MARKETING PLANS. During the term of this Agreement the parties         agree to develop, review and submit to each other new and continuing         marketing plans with respect to the Corio Services and the Software and         MarketSite.net Services, respectively.

4.      MARKETING FUND. Within six (6) months after the Effective Date of the         Agreement, Corio and Commerce One each would contribute to a marketing         fund to be jointly managed by the parties to promote the sale and         marketing of the Corio Services, the Software and the MarketSite.net         Services.

5.      PERSONNEL. Each party agrees to assign one (1) existing sales or         marketing employee primarily dedicated to assist in the sales and         marketing promotional activity set forth in this Exhibit D.





6.      COOPERATION AND PUBLICITY. Upon mutual agreement, Corio and Commerce One         may engage in the following activities: joint publicity releases, joint         marketing materials, joint marketing calls, joint conference and trade         show efforts, and strategy coordination concerned with promoting the         Software, the MarketSite.net Services and the Corio Services in the         commercial marketplace.

7.      INITIAL CUSTOMERS. Within sixty (60) days after the Effective Date of         the Agreement, Corio agrees to use commercially reasonable efforts to         obtain orders from two (2) Customers for the Corio Services which         include access to the Software and MarketSite.net Services.

                                    20 
Question: 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?

Ex Output:
46040


Ex Input:
Exhibit 99.5

[*] Designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the  Commission.

OPERATIONS AND MAINTENANCE AGREEMENT

Service Provider: Solar Power, Inc.  SEF Host Customer: Aerojet — Phase 1  SEF Site Location: Rancho Cordova, CA

THIS OPERATIONS AND MAINTENANCE AGREEMENT (this Agreement) is made and entered into as of the latest date referenced on the  signature page below (the Effective Date), by and between Solar Tax Partners 1, LLC, a California limited liability company (Owner), and Solar  Power, Inc. (Service Provider). Owner and Service Provider are sometimes hereinafter referred to individually as a Party and collectively as  the Parties.

RECITALS

A. Owner operates a solar energy facility (the SEF), and more particularly defined in Exhibit A hereto on the premises (the Premises)  described in Exhibit B hereto for the purposes of providing electric power to the Owner's host customer, Aerojet — Rancho Cordova, CA (the  User);

B. Owner desires to retain the services of Service Provider to operate and manage the SEF and provide scheduled maintenance of the SEF, and  Service Provider is willing to perform such services upon the terms and conditions set forth in this Agreement.

AGREEMENT

In consideration of the foregoing recitals, the mutual agreements, representations, warranties and covenants set forth in this Agreement and the  Exhibits hereto, and other good and valuable consideration, the receipt of which is hereby acknowledged, Owner and Service Provider agree as  follows:

ARTICLE 1.  RESPONSIBILITIES OF SERVICE PROVIDER

1.1 Appointment of Service Provider.

(a) Owner hereby appoints Service Provider, and Service Provider hereby accepts the appointment, to perform the SEF operations and maintenance  services (Services) on behalf of Owner as of the Services Commencement Date as further described in Exhibit C hereto in accordance with and  subject to the terms and conditions set forth in this Agreement.

(b) Except as otherwise expressly provided in this Agreement, Service Provider shall perform the Services and its obligations under this  Agreement, and act at all times as an independent Service Provider of Owner. None of Service Provider's employees shall be, or shall be  considered to be, employees of Owner. Service Provider shall be fully responsible for the payment of all wages, salaries, benefits and other  compensation to its employees. This Agreement is not intended to create, and shall not be construed to create, and neither Party shall be or  constitute, or be deemed or construed to be or constitute, under any circumstances or for any purpose whatsoever, a partner, joint venturer, agent  (except as specifically provided in this Agreement) or legal representative of the other Party, and the Parties expressly disclaim any intention to  create a partnership, joint venture, association or other such relationship. Neither Party is granted any right or authority to assume or create any  obligation or responsibility, express or implied, on behalf of or in the name of the other Party, or to bind the other Party in any manner (except as  specifically provided in this Agreement).

1.2 Performance of Maintenance Services. Service Provider shall perform the maintenance portion of the Services in a clean, safe, efficient and  environmentally reasonable manner and maintain the SEF in good operating and mechanical condition in accordance with this Agreement and (i)  all applicable laws and permits, (ii) all applicable express warranties and guarantees provided by manufacturers, suppliers, or Service Providers who  provided materials or labor under the Engineering, Procurement and Construction Agreement dated September 30, 2009 (the EPC Agreement)  for the SEF subject to the terms and limitations thereof, and (iii) all manufacturer's maintenance instructions and specifications.

1.3 Performance Objectives. Service Provider shall perform the Services and its obligations under this Agreement in a manner that (a) insures the  operation of the SEF within all required operational parameters and requirements, (b) preserves all warranties provided by manufacturers, suppliers,  or Service Providers who provided materials or labor under the EPC Agreement relating to the SEF, subject to Force Majeure, (c) maintains the SEF,  and

1







(d) seeks to minimize the variable operating costs of and wear and tear on the SEF, including using commercially reasonable efforts to achieve  industry standard levels of SEF availability.

1.4 Non-Covered Services.

(a) The Services shall not include, and Service Provider shall not be responsible for, any operations, maintenance, repair, or other services beyond  the Services set forth in Exhibit C (such non-covered services referred to hereinafter as Non-Covered Services). All work associated with Non- Covered Services will be billed according to the terms of Section 2.2. Any studies or other services required by Owner to review options to  optimize system performance will be provided as Non-Covered Services.

(b) The Performance of any Non-Covered Services by Service Provider shall require a written request from Owner specifying the Non-Covered  Services to be performed by Service Provider. Notwithstanding the foregoing, if (i) the costs of Non-Covered Services to be performed by Service  Provider do not exceed $500.00 in any single instance, or (ii) the Non-Covered Services are provided by Service Provider on an emergency basis to  prevent an imminent danger of injury, loss, or damage (exceeding $500.00), Service Provider shall attempt to notify Owner via telephone prior to the  performance of any Non-Covered Services and shall be authorized to proceed with the performance of such Non-Covered Services upon receiving  verbal approval from Owner. Should Service Provider be unable to contact Owner prior to providing any Non-Covered Services on an emergency  basis, Service Provider shall be authorized to perform such emergency Non-Covered Services without prior approval from Owner and shall notify  Owner immediately thereafter in writing specifying the nature of the emergency and the Non-Covered Services provided.

(c) Service Provider shall perform any Non-Covered Services only to the extent Service Provider is capable of, and licensed to, provide such Non- Covered Services and in accordance with the provisions of this Agreement.

1.5 Permits. Service Provider shall identify, procure, obtain, maintain and comply with all permits that may be required under applicable laws for or  in connection with the performance of Services (and Non-Covered Services as actually provided by Service Provider) and that need to be  procured, obtained and maintained by or in the name of Service Provider. Owner shall provide Service Provider with such assistance and  cooperation as may reasonably be required in order to obtain and maintain all such Permits. Service Provider shall submit copies of all applications  for, and proposed forms of, all such Permits to Owner with sufficient time to allow for Owner's review and approval.

1.6 Cooperation with Other Service Providers. Service Provider acknowledges that Owner has retained, and may from time to time retain, other  Service Providers to provide maintenance, administrative and management services for Owner in connection with the SEF or otherwise at the  Premises. Service Provider shall cooperate and coordinate its activities hereunder with such other Service Providers. Service Provider shall not be  responsible in any way for any services provided by other Service Providers retained by Owner. Owner shall instruct all other Service Providers to  coordinate the performance of services with Service Provider so as to not interfere with Service Provider's performance of Services.

1.7 Personnel Standards.

(a) Service Provider's employees shall be qualified (and if required by applicable law, licensed, certified or registered) and experienced in the  functions to which they are assigned and shall meet the requirements of all permits, all applicable laws and the then-current SEF maintenance  manuals (to the extent copies of which have been provided to Service Provider by Owner). If requested, Service Provider shall provide to Owner  evidence of the competence of such personnel including details of their previous experience and qualifications. If Owner or User reasonably  determines an employee of Service Provider to be under-qualified, disruptive, non-cooperative or otherwise undesirable at the Premises, Owner or  User may request the immediate removal of such employee from the Premises for any existing or future delivery of the Services and the replacement  of such employee with a different employee of Service Provider; provided that Owner or User, as the case may be, will use commercially reasonable  efforts to provide reasonable notice to Service Provider of the need for such proposed removal. Neither Owner's or User's request to Service  Provider to remove an employee, nor Service Provider's removal of an employee following Owner's or User's request, shall relieve Service Provider  of any of its obligations hereunder or be construed as a waiver by Owner or User of any of its rights under this Agreement.

(b) Service Provider shall institute policies to forbid and prevent the possession or use of firearms, alcohol and illegal drugs at the Premises.  Service Provider shall institute policies that require post-accident and for-cause drug or alcohol testing. Service Provider shall institute policies  that require the immediate removal and permanent expulsion from the Premises, and from any activity associated with the Services being performed  at the Premises, of any individual person who at any time is found in possession of firearms, alcohol or illegal drugs at the Premises or otherwise  not in compliance with this Section 1.6.

1.8 O&M Data and Records.

(a) Service Provider shall prepare and maintain all reports and other information relating to the SEF maintenance (the SEF O&M Reports) and  make such SEF O&M Reports available to Owner (i) within ten (10) business days following performance of any Services under this Agreement  and (ii) upon reasonable request at any time

2







by Owner, within ten (10) business days following such request. Service Provider shall make the SEF O&M Reports available to Owner in hard  copy and electronic formats.

(b) Service Provider shall prepare reports and data related to the maintenance of hazardous materials introduced on-site by the Service Provider at  the SEF in a manner complying with all applicable laws.

1.9 Performance of Operational Services Service Provider shall perform the operational portion of the Services in a professional manner consistent  with standards for the management and operation of an SEF of this size and type.

ARTICLE 2.  COMPENSATION AND PAYMENT

2.1 Services Fee.

(a) As full compensation to Service Provider for the performance of Services hereunder, Owner shall pay Service Provider the Services Fee  (Services Fee) set forth on Exhibit D hereto.

(b) Unless agreed otherwise in writing by Owner or pursuant to Section 1.4, the payment of Services Fee shall be full consideration for all time and  materials used by Service Provider in the performance of Services and Service Provider shall not be entitled to any additional cost reimbursement  for any materials used during Services.

2.2 Billing for Non-Covered Services.

(a) In the event that Service Provider provides any Non-Covered Services (or any other services not included within the scope of the Services),  Service Provider shall submit an invoice and Owner shall compensate Service Provider for such services per the Billing Rate Schedule in Exhibit D.  Third party services will be billed directly to Owner by the applicable third party and shall be paid by Owner directly in a timely manner.

(b) Service Provider shall invoice Owner within thirty (30) days of completion of any Non-Covered Services.

2.3 Terms of Payment. Owner shall pay Service Provider within thirty (30) days after the invoice date. Fees are conditioned upon timely payment  and any past due balance will accrue interest at the monthly rate of one and one half percent (1.5%).

2.4 Taxes. Notwithstanding any provision in this Agreement to the contrary, amounts set forth in this Agreement are inclusive of sales, use, ad  valorem, business or any other taxes duties, or other fees, assessments, or charges payable by Service Provider on the Services provided by  Service Provider hereunder.

2.5 User has No Obligation to Pay. Owner and Service Provider each acknowledge that User shall have no obligation to pay any amounts  whatsoever under this Agreement.

ARTICLE 3.  TERM; TERMINATION

3.1 Term.

(a) The term of this Agreement shall commence on the Services Commencement Date and remain effective for ten (10) years (the Initial Term)  unless terminated in accordance with its terms. This Agreement shall be subject to an automatic extension for consecutive one (1) year periods  thereafter (each, an Extension Term and together with the Initial Term, the Term), unless terminated (i) in accordance with its terms or (ii)  upon thirty (30) days' written notice by either Party to the other Party.

(b) Notwithstanding the foregoing, either Party may terminate this Agreement at any time with immediate effect by written notice to the other Party,  if such other Party is in breach of its representations, warranties, obligations and covenants under the terms of this Agreement, which breach has  remained uncured for more than thirty (30) days after initial notice of such breach from the nonbreaching Party to the other Party.

3.2 Obligations Following Termination. Within five (5) days after the termination or expiration of this Agreement, and upon Owner's payment in full  of the amounts due Service Provider under the Agreement, Service Provider shall deliver to Owner all of the SEF O&M Reports, SEF books,  records and property in its possession or under its control, and all materials, supplies, consumables, manuals and any other items furnished to  Service Provider by Owner.

ARTICLE 4.  INSURANCE

4.1 Service Provider Insurance. Within thirty (30) days after the Effective Date, Service Provider shall provide a certificate of insurance and  thereafter shall maintain the following insurance during the Term with insurance carriers reasonably acceptable to Owner:

(a) Commercial General Liability. Service Provider shall provide and maintain commercial general liability insurance with combined single policy  limits not less than Two Million Dollars ($2,000,000) for bodily injury or property damage for each occurrence and in the aggregate, including broad  form contractual liability insurance, broad form property damage, personal injury, products and completed operations insurance.

(b) Automobile Liability. Service Provider shall provide and maintain business auto liability insurance covering owned, non-owned and hired  automobiles in the amount of One Million Dollars ($1,000,000) combined

3







single policy limit for bodily injury and property damage for each accident.

(c) Worker's Compensation. Service Provider shall provide and maintain worker's compensation insurance as required by applicable law where the  Services are performed and employer's liability insurance with a limit of liability of One Million Dollars ($1,000,000) for each accident and in the  aggregate.

(d) Excess Liability Insurance. Service Provider shall provide and maintain excess liability insurance covering employer's liability, commercial  general liability, and business automobile liability, in the amount of Five Million Dollars ($5,000,000) combined single limit policy limit per  occurrence and in the aggregate for bodily injury and property damage.

(e) Primary Insurance. All policies of insurance referred to in this Section 4.1 shall be endorsed: (i) to specify that they are primary to and not  excess to or on a contributing basis with any insurance or self-insurance maintained by Owner, Owner and User (and their respective Affiliates) or  any SubService Providers in respect of losses arising out of or in connection with the Services; (ii) to include Owner, Owner, User and, upon  User's request and if applicable, User's landlord, or a subsequent owner, tenant or subtenant of the Premises as additional insureds; and (iii)  contain a standard severability of interests clause.

(f) Payment of Deductible. The payment of any deductible for any insurance required pursuant to this Section 4.1 shall be the responsibility of  Service Provider, unless the loss covered by such insurance is caused by the negligence or willful misconduct of Owner, its officers, directors,  agents, employees, and assigns, in which case the deductible shall be paid by Owner.

(g) Waiver of Subrogation. Service Provider shall require that its insurers release and waive all rights of subrogation against Owner, User, User's  landlord, if applicable, or a subsequent Owner, tenant or subtenant of the Premises with respect to any insurance carried by Service Provider,  whether or not required by this Agreement.

4.2 General. The provisions of this Article 4 do not modify, change or abrogate any responsibility of Service Provider stated elsewhere in this  Agreement. Owner assumes no responsibility for the solvency of any insurer or the failure of any insurer to settle any claim.

ARTICLE 5.  INDEMNIFICATION

5.1 Indemnification. Each party (Indemnifying Party) shall indemnify the other party, its officers, directors, agents, employees, and assigns  (each, an Indemnified Party), and undertake to defend and hold the Indemnified Party harmless from and against any claim, demand, suits,  cause of action, losses, penalties, obligations, liabilities, damages, and expenses (including court costs, reasonable attorneys' fees, interest  expenses and amounts paid in compromise or settlement) (Loss) arising out of personal injury or third party property damages to the extent  caused by or arising out of the fault of or negligent acts or omissions of the Indemnifying Party.

5.2 Claims for Indemnification. The following provisions shall apply to any claim for indemnification pursuant to this Article 5 (each, an  Indemnity Claim):

(i) If an Indemnified Party determines that it is entitled to indemnification under this Section 5, such Indemnified Party shall promptly notify the  Indemnifying Party in writing of the Loss specifying (to the extent that such information is available) the following: the factual basis for the  Indemnity Claim and the amount of the Indemnity Claim or, if an amount is not then determinable, and, if an estimate is feasible in the  circumstances, an estimate of the amount of the Indemnity Claim;

(ii) a reasonably detailed description of the basis for its potential claim for indemnification with respect to such Indemnity Claim; and

(iii) a complete copy of all notices, pleadings and other papers related to such Indemnity Claim that have been received by the Indemnified Party  prior to the date such notice is provided to Indemnifying Party; provided that failure to give such notice or to provide such information and  documents shall not relieve Indemnifying Party of any indemnification obligation it may have under this Article 5 unless and only to the extent that  such failure shall materially diminish the ability of Indemnifying Party to respond to the Indemnity Claim or to defend the Indemnified Party.

(b) The Indemnified Party agrees to provide all reasonably necessary or useful information, assistance and authority to settle and/or defend any  Loss; provided that failure to do so will not affect the indemnity except to the extent the Indemnifying Party is prejudiced thereby. In the event of a  Loss claimed by a third party, the selection of counsel, the conduct of the defense of any lawsuit, arbitration, or other proceeding, and any  settlement shall solely be within the Indemnifying Party's control, provided that the Indemnified Party shall have the right to participate in the  defense of such Loss using counsel of its choice, at its expense. No settlement that would impose any costs or expense upon the Indemnified  Party shall be made without such Party's prior written consent.

(c) Any dispute as to whether or not the Indemnified Party's right to indemnification applies, and the amount of the Indemnity Claim (as it may  have been compromised or settled by the Indemnified Party, or determined in a proceeding, pending resolution of such dispute) shall be resolved  in accordance with the dispute resolution procedures set forth in Article 6.

ARTICLE 6.  DISPUTE RESOLUTION AND ARBITRATION

4







6.1 If disputes or disagreements arise related to this Agreement, Owner and Service Provider each commit to resolving such disputes or  disagreements in an amicable, professional and expeditious manner so as to avoid unnecessary losses, delays and disruptions to the Services.

6.2 Owner and Service Provider will first attempt to resolve disputes or disagreements through discussions between their respective  representatives.

6.3 [reserved]

6.4 In the event of a dispute, claim, or controversy arising out of or in connection with this Contract, the Parties through their designated  representatives or program managers agree to confer and attempt to resolve the matter informally in good faith. If such dispute cannot be resolved  in this manner within ten (10) calendar days after notice of the dispute is given to the other Party, then the matter shall be referred to the Parties'  senior officers for their review and resolution. If the matter cannot be resolved in good faith by such officers within fifteen (15) calendar days  following such referral, the matter shall be submitted to non-binding mediation. Such mediation shall commence no later than thirty (30) calendar  days after submission of the dispute and shall be conducted in the locality where the Services have been performed and in accordance with the  then prevailing rules of the Construction Industry Mediation Rules of the American Arbitration Association. The mediation shall be conducted by  one neutral mediator, who shall have experience in the general subject matter to which the dispute relates and who shall be agreed to by the  Parties. In the event that the dispute is not resolved pursuant to such mediation, each Party may pursue any rights and remedies as each may  have, whether at law or in equity. EACH OF THE PARTIES HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY  DISPUTE ARISING OUT OF OR RELATING TO THIS CONTRACT. During the course of the dispute resolution procedures provided in this  Article 6 (Dispute Resolution), Service Provider shall continue to perform its obligations hereunder in good faith until the final resolution of the  dispute, claim or controversy, so long as there has not occurred an event of default by Owner which is not cured within the applicable period  under Section 3.1.

ARTICLE 7.  CONFIDENTIAL INFORMATION

7.1 Confidentiality.

(a) Confidentiality. Except as required under applicable law, each Party shall hold in confidence all documents and other information, whether  technical or commercial, relating to this Agreement or the design, financing, construction, ownership, operation or maintenance of the SEF that is  of a confidential nature and that is supplied to it by or on behalf of the other Party. The Party receiving such documents or information shall not  publish or otherwise disclose them or use them for its own purposes (otherwise than as may be required by it, its professional advisers, or  potential or actual lenders or investors, or potential or actual subcontractors to perform its obligations or to assert its rights under this  Agreement). Each Party further agrees, to the extent requested by the supplier of such information, to require its subcontractors, vendors,  suppliers and employees to enter into appropriate nondisclosure agreements relative to such confidential information, prior to the receipt thereof.  To the extent reasonably required, confidential information may be made available to potential debt and equity investors and as necessary subject  to a mutually acceptable confidentiality agreement or to respective advisors who are bound to confidentiality by applicable rules of professional  conduct or by mutually acceptable confidentiality agreements. The provisions of this Section 7.1 shall not apply to information within any one of  the following categories or any combination thereof: (1) information that was in the public domain prior to the receiving Party's receipt or that  subsequently becomes part of the public domain by publication or otherwise, except by the receiving party's wrongful act; (2) information that the  receiving Party can demonstrate was in its possession prior to receipt thereof from the disclosing Party and not otherwise subject to an obligation  of confidentiality; or (3) information received by a Party from a third party having no obligation of secrecy with respect thereof.

(b) The obligations of the Parties under this Section will survive for a period of two (2) years from and after the expiration or termination of the  Agreement.

ARTICLE 8.  NOTICES

8.1 Notices. All notices, requests, statements or payments will be made to the addresses and persons specified on the signature page below. All  notices, requests, statements or payments will be made in writing. Notices required to be in writing will be delivered by hand delivery, overnight  delivery or U.S. mail. Notice by hand delivery or overnight delivery will be deemed to have been received when delivered. A Party may change its  address by providing notice of the same in accordance with the provisions of this section.

ARTICLE 9.  ASSIGNMENT; BINDING EFFECT

9.1 Assignment; Binding Effect.

(a) Service Provider shall not, without the prior written consent of Owner, which consent will not be unreasonably withheld or delayed, assign,  pledge or transfer all or any part of, or any right or obligation under, this Agreement, whether voluntarily or by operation of law, and any such  assignment or transfer without such consent will be null and void; provided, however, that notwithstanding the foregoing, Service Provider may,  without the consent of Owner, assign,

5







pledge or transfer all or any part of Service Provider's payment rights under this Agreement (i) to any affiliate of Service Provider, (ii) to any party  that acquires Service Provider or all or substantially all of Service Provider's assets, or (iii) for security purposes in connection with any financing  and, provided further, that Service Provider shall remain fully liable for the performance of all of Service Provider's obligations under this  Agreement. Service Provider shall deliver notice of any such assignment, pledge or transfer to Owner in writing as soon as reasonably practicable  thereafter. Owner agrees to execute such reasonable consents to assignment and other documents, and to provide such information, as is  reasonably requested by Service Provider in connection with any such assignment, pledge or transfer. Any payment made by Owner to Service  Provider after the effective date of such assignment, pledge or transfer and within ten (10) business days after receipt of Service Provider's written  notice, shall be deemed payment to the assignee, pledgee, or transferee identified in Service Provider's notice. In addition, Service Provider may  subcontract any or all of its duties hereunder, but no such subcontract shall relieve Service Provider of any such subcontracted duties

(b) Owner may, without the consent of Service Provider, assign, pledge or transfer all or any part of, or any right or obligation under this  Agreement (i) to any affiliate of Owner (including any affiliate of Owner's manager), (ii) to any party that acquires Owner or all or substantially all  of Owner's assets, (iii) to User, or (iv) for security purposes in connection with any financing or other financial arrangements regarding the SEF,  provided, however, that Owner shall remain fully liable as a guarantor for all of its payment obligations under this Agreement. Owner shall deliver  notice of any such assignment, pledge or transfer to Service Provider in writing as soon as reasonably practicable thereafter. Service Provider  agrees to execute such reasonable consents to assignment and other documents, and to provide such information, as is reasonably requested by  Owner in connection with any such assignment, pledge or transfer.

(c) Subject to the foregoing restrictions on assignment, this Agreement will inure to the benefit of and be binding upon the Parties and their  respective successors and permitted assigns.

9.2 Cooperation with Financing. Service Provider acknowledges that Owner will be financing the acquisition of the SEF and Service Provider  agrees that it shall reasonably cooperate with Owner and its financing parties in connection with such financing for the SEF, including the  furnishing of such information and the giving of such certificates; provided that the foregoing undertaking shall not obligate Service Provider to  materially change any rights or benefits, or materially increase any burdens, liabilities or obligations of Service Provider, under this Agreement  (except for providing notices and additional cure periods to the financing parties with respect to Events of Defaults with respect to Owner as a  financing party may reasonably request).

ARTICLE 10.  MISCELLANEOUS

10.1 Hazardous Conditions. Service Provider is not responsible for any Hazardous Conditions encountered at the Premises. Upon encountering  any Hazardous Conditions, Service Provider will stop work immediately in the affected area and duly notify Owner and, if required by any legal  requirements, all government or quasi-government entities with jurisdiction over the Premises. Hazardous Conditions are any materials, wastes,  substances and chemicals deemed to be hazardous under applicable legal requirements, or the handling, storage, remediation, or disposal of which  are regulated by applicable legal requirements.

(a) Upon receiving notice of the presence of suspected Hazardous Conditions, Owner shall take the necessary measures required to ensure that  the Hazardous Conditions are remediated or rendered harmless. Such necessary measures shall include Owner retaining qualified independent  experts to (i) ascertain whether Hazardous Conditions have actually been encountered, and, if they have been encountered, (ii) prescribe the  remedial measures that Owner must take either to remove the Hazardous Conditions or render the Hazardous Conditions harmless.

(b) Service Provider shall be obligated to resume Services at the affected area of the Premises only after Owner's expert provides it with written  certification that (i) the Hazardous Conditions have been removed or rendered harmless and (ii) all necessary approvals have been obtained from  all government and quasi-government entities having jurisdiction over the Premises.

(c) To the fullest extent permitted by law, Owner shall indemnify, defend and hold harmless Service Provider, and its officers, directors, employees  and agents, from and against any and all claims, losses, damages, liabilities and expenses, including reasonable attorneys' fees and expenses,  arising out of or resulting from the presence, removal or remediation of Hazardous Conditions at the Premises

(d) Notwithstanding the preceding provisions of this Section 10.1, Owner is not responsible for Hazardous Conditions introduced to the Premises  by Service Provider or anyone for whose acts they may be liable. To the fullest extent permitted by law, Service Provider shall indemnify, defend  and hold harmless Owner and Owner's officers, directors, employees and agents from and against all claims, losses, damages, liabilities and  expenses, including attorneys' fees and expenses, arising out of or resulting from those Hazardous Conditions introduced to the Premises by  Service Provider or anyone for whose acts it may be liable.

10.2 Governing Law. This Agreement will be governed by the laws of the State of California, without

6







giving effect to the conflicts of laws principles thereof. The parties agree to perform their respective obligations under this Agreement in  accordance with applicable laws.

10.3 Entire Agreement; Amendments. This Agreement (including the exhibits, any written schedules, supplements or amendments) constitutes the  entire agreement between the Parties, and shall supersede any prior oral or written agreements between the Parties, relating to the subject matter  hereof. Except as otherwise expressly provided in this Agreement, any amendment, modification or change to this Agreement will be void unless in  writing and executed by both Parties.

10.4 Non-Waiver. No failure or delay by either Party in exercising any right, power, privilege, or remedy hereunder will operate as a waiver thereof.  No waiver by either Party of a breach of any term or provision contained herein shall be effective unless signed and in writing and signed by the  waiving party. No consent by either Party to, or waiver of, a breach by either Party, whether express or implied, shall be construed, operate as, or  constitute a consent to, waiver of, or excuse of any other or subsequent or succeeding breach by either Party.

10.5 Severability. If any part, term, or provision of this Agreement is determined by an arbitrator or court of competent jurisdiction to be invalid,  illegal, or unenforceable, such determination shall not affect or impair the validity, legality, or enforceability of any other part, term, or provision of  this Agreement, and shall not render this Agreement unenforceable or invalid as a whole. Rather the part of this Agreement that is found invalid or  unenforceable will be amended, changed, or interpreted to achieve as nearly as possible the same objectives and economic effect as the original  provision, or replaced to the extent possible, with a legal, enforceable, and valid provision that is as similar in tenor to the stricken provision, within  the limits of applicable law or applicable court decisions, and the remainder of this Agreement will remain in full force

10.6 No Third Party Beneficiary. Nothing in this Agreement will provide any benefit to any third party or entitle any third party to any claim, cause  of action, remedy or right of any kind.

10.7 No Recourse to Affiliates. This Agreement is solely and exclusively between the Parties, and any obligations created herein on the part of  either Party shall be the obligations solely of such Party. No Party shall have recourse to any parent, subsidiary, partner, member, affiliate, lender,  director, officer or employee of the other Party for performance or non-performance of any obligation hereunder, unless such obligations were  assumed in writing by the Person against whom recourse is sought.

10.8 Counterparts. This Agreement may be executed in any number of counterparts, and in original or portable document format, and by the  different parties hereto on the same or separate counterparts, each of which shall be deemed to be an original instrument, and all of which together  shall constitute one and the same Agreement.

10.9 Further Assurances. The Parties shall at their own cost and expense do such further acts, perform such further actions, execute and deliver  such further or additional documents and instruments as may be reasonably required or appropriate to consummate, evidence, or confirm the  agreements and understandings contained herein and to carry out the intent and purposes of this Agreement.

10.10 General Interpretation. The terms of this Agreement have been negotiated by the Parties hereto and the language used in this Agreement  shall be deemed to be the language chosen by the Parties hereto to express their mutual intent. This Agreement shall be construed without regard  to any presumption or rule requiring construction against the Party causing such instrument of any portion thereof to be drafted, or in favor of the  Party receiving a particular benefit under this Agreement. No rule of strict construction will be applied against any person.

10.11 Access to Premises. Owner shall furnish reasonable access to the Premises in order to allow Service Provider to perform the Services. Service  Provider's access to the Premises (including its agents, employees, and representatives) shall be subject to User's rules and regulations, security  policies and guidelines and access control systems and procedures (as provided by Owner to Service Provider as of the Effective Date). Owner  shall coordinate and provide for User's, or User's agent's, supervision of Service Provider, as may be required by User, in a manner that shall not  disrupt Service Provider's performance of the Services.

10.12 No Claims against the Premises. Service Provider understands and acknowledges that the SEF is separate from, and not an improvement to or  a part of the Premises and that the SEF is separately owned by Owner. Owner, and not User, any owner, landlord, tenant, or subtenant of the  Premises, is solely responsible for the payment of all Services Fees, and Service Providers shall have no claim against the Premises for unpaid  Services Fees. Service Provider agrees not to attempt to record any lien against the Premises for unpaid Services Fees.

10.13 Headings. The headings of the Sections of this Agreement are inserted for convenience of reference only and do not form a part or affect the  meaning hereof.

10.14 Public Announcements. Notwithstanding anything to the contrary set forth herein, each Party acknowledges that the other Party (the  Public Party) is or may become a publicly-held company, and in conjunction with its duties as a publicly-held company, such Public Party may  from time to time be required to report to the public by filing appropriate disclosure statements with the Securities and Exchange Commission on  form 8(k,) periodical reports, or otherwise according to applicable securities laws and regulations, or through press releases (collectively, Public  Information); provided, however, that unless required by law, the Public Party shall not use the other Party's, Owner's, or User's name or brand  in such Public Information without prior written consent of the other Party, which shall not be

7







unreasonably, withheld, conditioned or delayed. To the extent consistent with applicable law, the Public Party shall have given the other Party,  Owner, or User advance notice and an opportunity to review and provide comment on such releases. On the Public Party's request, the other Party  shall provide a written description of information about such Party as it should appear in such filings.

10.15 Force Majeure. Notwithstanding anything to the contrary elsewhere in this Agreement, neither Party shall be liable for any failure to comply  with its obligations under the this Agreement, other than to pay moneys due, to the extent arising out of any circumstances not within the  reasonable control, directly or indirectly, of the Party affected (Force Majeure). Force Majeure shall include fire, explosion, flood, earthquake,  hurricane, tornado, storm, wind or other unusually adverse weather, civil commotions, civil disobedience, war, rebellion, sabotage, acts of civil or  military authority, acts of public enemy, acts of terrorism, boycotts, industry-wide strike or labor difficulties, acts of God, and any actions or  inactions by the local utility, but shall not include any inability to make payments that are due hereunder. Each Party shall be entitled to an  equitable adjustment for its performance obligations hereunder arising from Force Majeure. A Party claiming Force Majeure shall promptly notify  the other party, specifying in reasonable detail the event of Force Majeure, the expected duration, and the steps such party is taking to remedy any  delay.

[SIGNATURE PAGE FOLLOWS]

8







Operations and Maintenance Agreement Aerojet 1

INTENDING TO BE LEGALLY BOUND, Owner and Service Provider have signed this Agreement through their duly authorized representatives  effective as of the latest date set forth below.

OWNER:

Date: December 11, 2009

SOLAR TAX PARTNERS 1, LLC

By: /s/ HEK Partners, LLC by William Hedden and Steven Kay

Printed name: William Hedden and Steven Kay

Title: Members

Address:

1838 15th Street

San Francisco, CA

SERVICE PROVIDER:

Date: December 11, 2009

SOLAR POWER, INC.

By: /s/ Todd Lindstrom

Printed name: Todd Lindstrom

Title: Executive Vice President

Telephone: ( 916 ) 745-0900

Address:

1115 Orlando Drive  Roseville, CA 95661

Telephone: (916) 745-0900  Telefax: (916) 721-0428







Opertations and Maintenance Agreement Aerojet 1

EXHIBIT A

SEF DESCRIPTION

3.6 MW SYSTEM

(17,632) SPI SP205 MODULES

(6) (AE 500KW) INVERTERS

(3) 480V-12.7 KV TRANSFORMERS

SEF IS A SINGLE AXIS CONERGY TRACKER SYSTEM

Exhibit A-1







Operations and Maintenance Agreement Aerojet 1

EXHIBIT B

DESCRIPTION OF PREMISES

AEROJET — PHASE 1

RANCHO CORDOVA, CA

Exhibit B-1







Operations and Maintenance Agreement Aerojet 1

EXHIBIT C

SCOPE OF SERVICES

As of the Delivery Date (as defined in the EPC) (Services Commencement Date), Service Provider shall provide the Services marked below as  frequently as indicated below in accordance with the terms and conditions of this Agreement:

MAINTENANCE SERVICE SCHEDULE

Exhibit C-1

          SERVICES         INCLUDED         (ONLY IF         CHECKED)   SERVICE DESCRIPTION   SERVICE FREQUENCY þ



INSPECTION OF SEF'S GENERAL SITE CONDITIONS, PV ARRAYS, ELECTRICAL  EQUIPMENT, MOUNTING STRUCTURE, DATA ACQUISITION SYSTEM, AND  BALANCE OF SYSTEM PROVIDED UNDER EPC.

BI-ANNUALLY (TBD)

          þ     SYSTEM TESTING, INCLUDING STRING LEVEL OPEN CIRCUIT VOLTAGE AND DC  OPERATING AMPERAGE TESTS.   EVERY 2 YEARS

          o     RECALIBRATION OR REPLACEMENT OF DAS SENSORS AND METERS (PER  MANUFACTURER'S INSTRUCTIONS)   EVERY 3 YEARS

          þ     INVERTER PREVENTIVE MAINTENANCE PER MANUFACTURER'S OPERATING  GUIDELINES.   ANNUALLY

          þ    CLEANING OF INVERTER CABINET AIR VENTS   BI-ANNUALLY (TBD)           þ     CLEANING AND CHANGING INVERTER AIR FILTERS (PER MANUFACTURER  WARRANTY REQUIREMENTS)   ANNUALLY

          þ     CLEANING AND REMOVING DUST FROM INVERTER HEAT SINKS (PER  MANUFACTURER WARRANTY REQUIREMENTS)   BI-ANNUALLY (TBD)







Operations and Maintenance Agreement Aerojet 1

Exhibit C-2

          SERVICES         INCLUDED         (ONLY IF         CHECKED)   SERVICE DESCRIPTION   SERVICE FREQUENCY þ



CHECKING TORQUE MARKS AND RE-TIGHTENING APPROPRIATE WIRING  CONNECTIONS TO DESIGN SPECIFICATION TORQUE FORCE (PER  MANUFACTURER'S GUIDELINES)

ANNUALLY

          þ     CLEANING OF PV ARRAY MODULES (USING CLEAR WATER AND SOFT BRUSH  ONLY)   BI-ANNUALLY, AS REQUIRED

          þ     REMOVAL OF ANY MATERIALS (E.G. TRASH, BIRDS NESTS, ETC.) THAT MAY BE  FOUND UNDER THE PV ARRAY MODULES OBSTRUCTING AIRFLOW   ANNUALLY

          þ     INSPECTION, MAINTENANCE AND TESTING OF MECHANICAL TRACKERS,  REPLACEMENT OF FLUIDS   BI-ANNUALLY, AS REQUIRED

          þ     INSPECT ARRAY MOUNTING STRUCTURE, CARPORT STRUCTURE, CONDUIT RUNS,  AND OTHER PHYSICAL COMPONENTS FOR WEAR OR DAMAGE   ANNUALLY

          o    INSPECT AND REPAIR MODULE WATER SPRAY / RINSING SYSTEM   ANNUALLY           þ     INSPECT AND TEST, AS APPROPRIATE, TRACKING ELECTRICAL COMPONENTS  (PER MANUFACTURER'S GUIDELINES)   ANNUALLY

          þ



PROVIDE WRITTEN SEF MAINTENANCE REPORT



TEN (10) BUSINESS DAYS FOLLOWING  PERFORMANCE OF MAINTENANCE  SERVICES







Operations and Maintenance Agreement Aerojet 1

OPERATIONAL AND MANAGEMENT SERVICE SCHEDULE

GENERAL REQUIREMENTS:

OWNER IS OBLIGATED TO SATISFY CERTAIN OPERATIONAL REQUIREMENTS IN CONNECTION WITH THAT CERTAIN POWER PURCHASE AGREEMENT  DATED MAY 8, 2009 (PPA), BETWEEN OWNER AND USER), AND CERTAIN MAINTENANCE AND REPAIR OBLIGATIONS UNDER THAT CERTAIN LEASE  DATED DECEMBER ___, 2009 (LEASE) BETWEEN OWNER AND MASTER TENANT 2008-C, LLC (MASTER TENANT). SERVICE PROVIDER AGREES  TO PROVIDE OPERATIONAL AND MANAGEMENT SERVICES TO OWNER, INCLUDING WITHOUT LIMITATIONS, TO ADMINISTER THE OPERATIONAL  OBLIGATIONS OF OWNER UNDER THE PPA AND THE MAINTENANCE AND REPAIR OBLIGATIONS UNDER THE LEASE, AND TO PROVIDE ADDITIONAL  OPERATIONAL AND MANAGEMENT SERVICES AS SET FORTH BELOW.

OPERATE AND MAINTAIN SEF IN ACCORDANCE WITH PRUDENT INDUSTRY PRACTICES AND APPLICABLE UTILITY STANDARDS AND AS REQUIRED BY  THE INTERNAL REVENUE CODE IN ORDER FOR THE OWNER TO QUALIFY FOR AND MAINTAIN ENERGY CREDITS OR CASH GRANT. [SOURCE: PPA 2 (A)]

INSTALL AND MAINTAIN IN ACCORDANCE WITH PRUDENT INDUSTRY STANDARDS A REVENUE QUALITY METER THAT MEETS UTILITY REQUIREMENTS  WITH ELECTRONIC DAS CAPABILITIES. IF REQUESTED BY USER, SERVICE PROVIDER SHALL TEST DAS ANNUALLY AND CERTIFY RESULTS.  [SOURCE: PPA 6(A)]

PRESERVE ALL PPA DATA FOR A MINIMUM OF TWO YEARS FOLLOWING THE COMPILATION OF DATA. [SOURCE: PPA 6(C)]

ENSURE ALL ENERGY GENERATED BY THE SEF CONFORMS TO UTILITY SPECIFICATIONS, INCLUDING THE INSTALLATION AND MAINTENANCE OF  PROPER POWER CONDITIONING AND SAFETY EQUIPMENT, SUBMITTAL OF NECESSARY SPECIFICATIONS, COORDINATION OF UTILITY TESTING AND  VERIFICATION. [SOURCE: PPA 7(B)]

ARRANGE DELIVERY OF ENERGY OUTPUT TO USER AND ANY INSTALLATION AND OPERATION OF EQUIPMENT ON USER'S SIDE NECESSARY FOR  ACCEPTANCE AND USE OF THE ENERGY OUTPUT [SOURCE PPA 7(C)]

PERFORM ALL INVOICING, INVOICE ADJUSTMENTS, AND INVOICE DISPUTES, AND OTHER ACCOUNTING FUNCTIONS RELATED TO THE OPERATION OF  THE SEF UNDER THE PPA. [SOURCE: PPA 8 AND 9]

Exhibit C-3







Operations and Maintenance Agreement Aerojet 1

PROVIDE AND TAKE REASONABLE MEASURES FOR SECURITY OF THE GENERATING FACILITY AGAINST ACCESS BY UNAUTHORIZED PERSONS,  INCLUDING REASONABLE SECURITY FENCING IF APPROPRIATE [SOURCE: PPA 12(A)]

RESPONSIBLE FOR THE IDENTIFICATION, CLEANUP, REMOVAL, REMEDIATION AND DISPOSAL OF HAZARDOUS MATERIALS USED, GENERATED,  TREATED, STORED OR TRANSPORTED TO THE PREMISES. [SOURCE: PPA 13(E)]

MAINTAIN COMPLETE AND ACCURATE RECORDS ON ALL MATTERS RELATING TO THE SEF AND MAINTAIN DATA AS MAY BE NECESSARY TO  DETERMINE WITH REASONABLE ACCURACY ANY ITEM RELEVANT TO THE PPA. [SOURCE: PPA 17]

TAKE GOOD CARE OF THE SEF; KEEP THE SAME IN GOOD ORDER AND CONDITION; AND MAKE AND PERFORM ALL REPAIRS. ALL REPAIRS SHALL BE  AT LEAST EQUAL IN QUALITY AND COST TO THE ORIGINAL IMPROVEMENTS AND SHALL BE MADE IN ACCORDANCE WITH ALL LEGAL  REQUIREMENTS, AND THE REQUIREMENTS OF THE PPA AND EASEMENT. THE NECESSITY FOR OR ADEQUACY OF REPAIRS SHALL BE MEASURED BY  THE STANDARDS WHICH ARE APPROPRIATE FOR IMPROVEMENTS OF SIMILAR CONSTRUCTION AND CLASS, PROVIDED THAT SERVICE PROVIDER  SHALL IN ANY EVENT MAKE ALL REPAIRS REASONABLY NECESSARY TO AVOID ANY STRUCTURAL DAMAGE OR OTHER DAMAGE OR INJURY TO THE  SEF. [SOURCE: LEASE 5.02]

OPERATE THE SEF AS REQUIRED UNDER THE INTERNAL REVENUE CODE AND CASH GRANT GUIDANCE IN ORCDER TO MAINTAIN THE ELIGIBILITY  OF THE SEF FOR ENERGY CREDITS UNDER SECTION 48 OF THE INTERNAL REVENUE CODE OR APPLICABLE CASG GRANTS UNDER SECTION 1603 OF  THE AMERICAN RECOVERY AND REINVESTMENT ACT OF 2009 [SOURCE: STP1 OA, 4.01(Z), 4.02(W)]

OBTAIN AND MAINTAIN IN GOOD STANDING ALL PERMITS, LICENSES AND GOVERNMENTAL APPROVALS NECESSARY FOR THE OPERATION AND  MAINTENANCE OF THE SEF. [SOURCE: STP1 OA 4.02(B)]

PROVIDE OWNER WITH SUCH INFORMATION AS NECSSARY FOR OWNER AND MASTER TENANT TO MAKE TIMELY, ACCURATE AND COMPLETE  SUBMISSIONS OF REPORTS TO GOVERNMENTAL AGENCIES RELATED TO THE OPERATIONOR MAINTENANCE OF THE SEF. [SOURCE: STP1 OA 4.02 (G)]

COMPLY WITH THE PROVISIONS OF ALL APPLICABLE LAWS IN THE OPERATION AND MAINTENANCE OF THE SEF, INCLUDING WITHOUT LIMITATION,  ALL STATE AND LOCAL ZONING LAWS, BUILDING CODES, HEALTH AND SAFETY CODES AND ALL OTHER GOVERNMENTAL OBLIGATIONS, AND  CONTRACTUAL OBLIGATIONS IDENTIFIED TO SERVICE PROVIDER. [SOURCE: STP1 OA 4.02(H)]

PROVIDE OWNER AND MASTER TENANT OF NOTICE OF ANY WRITTEN OR ORAL NOTICE OF ANY DEFAULT OF FAILURE OF COMPLIANCE; LITIGATION  OR CRIMINAL ACTION OR ADMINISTRATIVE PROCEEDINGS, OR COMMUNICATION FROM ANY LENDER OR OTHER PERSON OR GOVERNMENTAL  AUTHORITY WHICH IS NOT IN THE ORDINARY COURSE OF BUSINESS, WITH RESPECT TO THE SERVICES [SOURCE: STP1 OA  4.02(K)]

Exhibit C-4







Operations and Maintenance Agreement Aerojet 1

IN OPERATING THE SEF, USE COMMERCIALLY REASONABLE EFFORTS TO OBTAIN ALL CONTRACTS, MATERIALS, SUPPLIES, UTILITIES AND SERVICES  REQUIRED ON THE MOST ADVENTAGEOUS TERMS AVAILABLE, PROVIDED THAT OWNER SHALL BE OBLIGATED TO PAY THE COST OF ALL MATERIALS  AND SUPPLIES. [SOURCE: STP1 OA 4.02(L)]

OPERATE THE SEF IN A MANNER THAT SATISFIES THE REQUIREMENTS OF ALL COVENANTS AND RESTRICTIONS APPLICABLE TO THE PROPERTY,  INCLUDING THE EASEMENT AND THE LEASE, AND PROJECTS GENERATING ENERGY CREDITS. [SOURCE: STP1 OA 4.02(O), 4.02(Y)]

TAKE ALL ACTIONS NECESSARY TO ENSURE THAT THE PROPERTY CONTAINS NO, AND IS NOT AFFECTED BY THE PRESENCE OF, ANY HAZARDOUS  SUBSTANCE, AND TO ENSURE THAT THE PROPERTY IS NOT IN VIOLATION OF ANY FEDERAL, STATE, OR LOCAL STATUTE, LAW, REGULATION, RULE,  OR ORDINANCE, INCLUDING ANY ENVIRONMENTAL LAW. SERVICE PROVIDER SHALL PROMPTLY DELIVER TO OWNER AND MASTER TENANT ANY  NOTICE RECEIVED FROM ANY SOURCE WHATSOEVER OF THE EXISTENCE OR POTENTIAL EXISTENCE OF ANY HAZARDOUS SUBSTANCE ON THE  PROPERTY OR OF A VIOLATION OF ANY FEDERAL, STATE, OR LOCAL STATUTE, LAW, REGULATION, RULE OR ORDINANCE, INCLUDING ANY  ENVIRONMENTAL LAW WITH RESPECT TO THE PROPERTY. [SOURCE: STP1 OA 4.02(S)]

CAUSE TO BE PREPARED AND DELIVERED TO OWNER AND MASTER TENANT THE FOLLOWING:

WITHIN FIFTEEN (15) DAYS OF THE END OF EACH CALENDAR MONTH

(i) A REPORT OF ANY CONSTRUCTION ACTIVITY (INCLUDING MONTHLY DRAW REQUESTS AS AND WHEN SUBMITTED TO THE LENDER; ANY AND ALL  INSPECTION REPORTS DONE BY OR ON BEHALF OF THE LENDER; ALL ARCHITECT'S REPORTS; AND THE MINUTES OF ALL MEETINGS OF THE  MANAGING MEMBER REGARDING ANY ISSUE OF REHABILITATION OF THE PROPERTY);

(ii) REPORTS OF OPERATIONS, INCLUDING AN UNAUDITED COMPARISON OF ACTUAL OPERATING EXPENDITURES DURING THE APPLICABLE  QUARTER WITH THE PROJECTIONS FOR SUCH QUARTER AS SET FORTH IN THE BUDGET APPROVED AND PROVIDED BY MASTER TENANT;

(iii) AN ANALYTIC REPORT OF THE ENERGY PRODUCED BY THE SEF AND COMPARED TO THE PROJECTED PRODUCTION INCORPORATED INTO THE  PROJECTIONS.

(iv) A REPORT OF SUCH OTHER INFORMATION AS MAY BE DEEMED BY THE OWNER OR MASTER TENANT TO BE MATERIAL TO THE OPERATION OF  THE SEF

IMMEDIATELY:

(v) FROM TIME TO TIME AS MAY BE REASONABLY REQUESTED BY THE OWNER OR MASTER TENANT, INFORMATION ON THE STATE OF SEF OR  ANY OF THE SERVICES;

(vi) UPON RECEIPT OF NOTICE OF ANY VIOLATION OF ANY HEALTH, SAFETY, BUILDING CODE, OR OTHER STATUTE OR REGULATION, A DETAILED  STATEMENT

Exhibit C-5







Operations and Maintenance Agreement Aerojet 1

DESCRIBING SUCH MATTERS ALONG WITH ANY WRITTEN NOTICES THEREOF RECEIVED BY ANY FEDERAL, STATE, OR LOCAL GOVERNMENTAL  ENTITY.

(vii) UPON LEARNING OF AN OPERATIONAL CONDITION OR CIRCUMSTANCE WHICH IS EXPECTED TO REDUCE BELOW THE PROJECTED LEVELS THE  AMOUNT OF ENERGY CREDITS, A DETAILED STATEMENT DESCRIBING SUCH MATTERS;

(viii) UPON LEARNING OF ANY MATERIAL DEFAULT OR VIOLATION OF THE EASEMENT, PPA OR UPON ANY TERMINATION OF ANY SUCH  DOCUMENTS, A DETAILED STATEMENT DESCRIBING THE NATURE OF SUCH DEFAULT AND ANY ACTIONS THAT THE SERVICE PROVIDER PROPOSES  TO TAKE IN RESPONSE TO SUCH DEFAULT OR TERMINATION; OR

WITHIN TWO (2) DAYS AFTER RECEIPT BY THE COMPANY:

(ix) COPIES OF ALL REPORTS, NOTICES, FILINGS OR CORRESPONDENCE SENT OR RECEIVED BY THE COMPANY REGARDING THE OCCURRENCE OF  ANY EVENT WHICH HAS OR MAY HAVE A MATERIAL ADVERSE EFFECT ON THE SEF (INCLUDING, WITHOUT LIMITATION, ANY REPORTS, NOTICES,  FILINGS OR CORRESPONDENCE WITH ANY GOVERNMENTAL AGENCY, DEFAULT NOTICES, NOTICES OF REDUCTIONS OR ELIMINATION OF BENEFITS  UNDER ANY FEDERAL, STATE, OR LOCAL PROGRAM PREVIOUSLY ENJOYED BY THE COMPANY, NOTICE OF ANY IRS PROCEEDING INVOLVING THE  COMPANY, NOTICE OF ANY DEMAND FOR PAYMENT OR DRAW UNDER ANY CONSTRUCTION COMPLETION GUARANTEE, PERFORMANCE BOND; OR  LETTER OF CREDIT REGARDING THE COMPANY; AND NOTICES REGARDING THE PROPERTY'S COMPLIANCE WITH ANY REGULATORY  RESTRICTIONS IMPOSED THEREON); AND

(x) COPIES OF ALL LAWSUITS OR LEGAL PROCEEDINGS OR ALLEGED VIOLATIONS OF LAW, AND NOTICES OF ALL ACTIONS TAKEN, OR PROPOSED  TO BE TAKEN, AFFECTING THE SEF.

[SOURCE: STP1 13.04, MT 13.04]

Exhibit C-6







Operations and Maintenance Agreement Aerojet 1

EXHIBIT D

SERVICES FEE SCHEDULE

As full compensation to Service Provider for the performance of Services hereunder, Owner shall pay Service Provider the following Services Fee  after the Services Commencement Date:

The Services Fee will escalate at a rate of three percent (3%) per year beginning at the first anniversary of the Services Commencement Date.

Billing Rate Schedule for Non-Covered Services

Payment for Non-Covered Services shall be on a Time & Materials Basis per the following schedule:

Exhibit D-1

          PAYMENT FREQUENCY INITIAL ANNUAL SERVICES FEE   (AS MARKED)   o QUARTERLY  $41,000    þ SEMI-ANNUALLY   o ANNUALLY

  1.   Service Provider Employees billed at $[*] per hour.

  2.   Subcontractor charges will be billed at cost plus [*] percent ([*]%).

  3.   Materials, travel, lodging and other expenses will be billed at direct cost plus [*] percent ([*]%).

  4.   Hourly Rates listed will escalate at a rate of [*]%  per year beginning at the first anniversary of the Services Commencement Date. 
Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?

Ex Output:

16004