user: In this task, you're given a passage that represents a legal contract or clause between multiple parties. Your job is to write questions that ask the basic details corresponding to the legal contracts or clauses. Avoid questions that can be answered correctly without actually understanding the paragraph, and which might have multiple answers. The answer to each question should be unambiguous.
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Question: Exhibit 10.29

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Execution Version

Outsourcing Agreement

Between

Paratek Pharmaceuticals, Inc.

and

CARBOGEN AMCIS AG

Date

30 December 2016

Source: PARATEK PHARMACEUTICALS, INC., 10-K/A, 5/5/2017





THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.   Table of Contents   Article 1  Interpretation   7

1.1  Definitions   7

1.2  Other Definitions   11

1.3  Currency   11

1.4  Headings   11

1.5  Exhibits   11

1.6  Applicable Law   12

Article 2  Term   12

2.1  Term   12

2.2  Effect of Expiration on Purchase Orders   12

Article 3  Supply of Product   12

3.1  Supply of Product   12

3.2  Manufacturing Services   13

3.3  Supply of Materials and Customer Material   13

3.4  Production Capacity   15

3.5  Processing Changes   15

3.6  Monitoring of Facilities   16

3.7  Subcontracting   16

3.8  [* * *]   16

3.9  [* * *]   17

3.10  Territory Expansion   17

3.11  Supply to Customer Licensees   17

3.12  Alternative Supply   17

Article 4  Forecasts   18

4.1  Short Term Rolling Forecasts   18

4.2  Long Term Forecasts   18    CONFIDENTIAL  Page 2 of 49

Source: PARATEK PHARMACEUTICALS, INC., 10-K/A, 5/5/2017





THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.   Article 5  Testing and Samples   19

5.1  Release Testing   19

5.2  Additional Release Testing   19

5.3  Retention Samples   19

5.4  Stability Testing   20

5.5  Reference Standards   20

5.6  Preparation of Process Qualification   20

Article 6  Purchase Orders   20

6.1  Placement of Purchase Orders   20

6.2  Acceptance of Orders   20

6.3  Delays   21

6.4  Cancellation of Purchase Orders   21

6.5  Material Failure of Supply   21

6.6  Services   21

Article 7  Shipment of Product   22

7.1  Storage of Product   22

7.2  Release and Shipment of Product   22

7.3  Documentation   23

7.4  Steering Committee   23

Article 8  Acceptance of Shipments   23

8.1  Acceptance of Shipments   23

8.2  Dispute of Rejected Product   24

8.3  Remedies   24

Article 9  Fees   25

9.1  Fees   25

9.2  Adjustments to Fees   25

9.3  Taxes   26    CONFIDENTIAL  Page 3 of 49

Source: PARATEK PHARMACEUTICALS, INC., 10-K/A, 5/5/2017





THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Article 10  Invoicing and Payment   26

10.1  Issuance of Invoices   26

10.2  Invoice Contents   26

10.3  Delay of Shipment   27

10.4  Payment of Invoices   27

Article 11  Intellectual Property   27

11.1  Title   27

11.2  No Grant of Rights   27

11.3  Grant of License by Customer   28

11.4  Ownership of Inventions   28

11.5  Patents to Inventions   28

11.6  No Use of Trademarks   28

11.7  [* * *]   28

Article 12  Confidentiality & Publicity   29

12.1  Obligation of Confidentiality   29

12.2  Disclosure with Consent   29

12.3  Publicity   29

12.4  Disclosure Required by Law   30

12.5  Employee Confidentiality and Invention Assignment   30

12.6  Duration of Obligation   30

Article 13  Representations, Warranties and Covenants   31

13.1  Supplier's Representations, Warranties and Covenants   31

13.2  Customer's Representations, Warranties and Covenants   32

13.3  No Other Warranty   32

13.4  No Consequential Damages and Limitation of Liability   33

Article 14  Indemnification   33

14.1  Indemnification of Supplier   33    CONFIDENTIAL  Page 4 of 49

Source: PARATEK PHARMACEUTICALS, INC., 10-K/A, 5/5/2017





THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

14.2  Indemnification of Customer   33

14.3  Intellectual Property Indemnity   34

14.4  Indemnification Procedure   34

Article 15  Insurance   35

15.1  Insurance Coverage   35

15.2  Evidence of Insurance   35

Article 16  Legal and Regulatory   35

16.1  Compliance with Laws   35

16.2  Maintenance of Records   36

16.3  Notice of Reports   36

16.4  Drug Master Files   36

16.5  Compliance with Regulatory Standards   36

16.6  Inspection   36

Article 17  Recalls   37

17.1  Safety   37

17.2  Recalls   37

17.3  Supplier's Liability for Recall   37

17.4  Customer's Liability for Recall   37

17.5  Replacement Shipments   37

Article 18  Termination   38

18.1  Termination   38

18.2  Consequences of Termination   39

18.3  Return of Samples   40

18.4  Return of Confidential Information   40

18.5  Survival   40

Article 19  Miscellaneous   41

19.1  Assignment; Inurement   41    CONFIDENTIAL  Page 5 of 49

Source: PARATEK PHARMACEUTICALS, INC., 10-K/A, 5/5/2017





THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

19.2  Change of Control   41

19.3  Counterparts   41

19.4  Dispute Resolution   41

19.5  Force Majeure   42

19.6  Performance   42

19.7  Further Assurances   42

19.8  Independent Contractors   42

19.9  Injunctions   43

19.10 Notices   43

19.11  Entire Agreement   44

19.12 Severability   44

19.13 Waiver   44    CONFIDENTIAL  Page 6 of 49

Source: PARATEK PHARMACEUTICALS, INC., 10-K/A, 5/5/2017





THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.   THIS AGREEMENT (this Agreement), dated December 30, 2016 (the Effective Date), is

BETWEEN:

Paratek Pharmaceuticals, Inc., a company having a place of business at 75 Park Plaza, 4t h Floor, Boston, MA 02116, USA (Customer)

AND:

CARBOGEN AMCIS AG, a company having a place of business at Hauptstrasse 171, CH 4416 Bubendorf, Switzerland (Supplier and, collectively with Customer, the Parties, and each, a Party).

WHEREAS:

A. Customer is the owner of certain technology and patent rights regarding the Product (as defined herein) having the description set out in Exhibit A (Description of Product) and Exhibit B (Chemical Synthesis);

B. Customer has filed / intends to file for approval with the United States Food and Drug Administration and/or its foreign equivalents, an Investigational New Drug Application (IND) and a New Drug Application (NDA), and/or the foreign equivalents thereof, for certain formulations containing the Product;

C. Supplier is engaged in the business of performing contracted process development, Manufacturing and supply services of active pharmaceutical ingredients (APIs) and intermediates; and

D. Customer desires that Supplier Manufacture the Product in bulk quantities, and Supplier desires to perform such services, each on the terms and conditions set out in this Agreement.

NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

Article 1 Interpretation

1.1 Definitions

In this Agreement, in addition to words and phrases defined where they are used, the following words and phrases shall have the following meanings:

a) Affiliate of a Party shall mean any entity, directly or indirectly, controlling, controlled by, or under common control with a Party. For purposes of this definition, controlling (including, controlled by and under   CONFIDENTIAL  Page 7 of 49

Source: PARATEK PHARMACEUTICALS, INC., 10-K/A, 5/5/2017





THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.   common control) shall mean: (a) ownership of at least fifty percent (50%) of the equity capital or other ownership interest in or of an entity; (b) the power to control or otherwise direct the affairs of an entity; (c) in the case of non-stock organizations, the power to control the distribution of profits of an entity; or (d) such other relationship as, in fact, results in actual control over the management, business, and affairs of an entity;

b) Agreement means this Supply Agreement for the Product, including all Exhibits attached hereto;

c) Applicable Law means any applicable law, statute, rule, regulation, order, judgment or ordinance of any governmental or regulatory authority or agency;

d) Applicable Regulatory Authority means FDA, EMEA and/or other equivalent governmental or regulatory authorities or agencies and any successors thereto;

e) Business Day means any day on which banking institutions in Boston, Massachusetts and Bubendorf, Switzerland are open for business;

f) Campaign means a schedule of one or more discrete batches of Product Manufactured in sequence by Supplier without pausing to change over to manufacture of any other product;

g) cGMP Requirements means the current Good Manufacturing Practices standards required under ICH Q7A guideline and/or any similar standards of applicable governmental and/or regulatory authorities as defined in the Quality Agreement;

h) Change of Control means any transaction or series of transactions wherein (a) the voting securities of Supplier outstanding immediately prior thereto cease to represent at least fifty percent (50%) of the combined voting power of the surviving entity immediately after such transaction or transactions; (b) the stockholders or equity holders of Supplier approve a plan of complete liquidation of Supplier, or an agreement for the sale or disposition by Supplier of all or substantially all of Supplier's assets, other than to an Affiliate; (c) a Third Party becomes the beneficial owner of fifty percent (50%) or more of the combined voting power of the outstanding securities of Supplier; or (d) substantially all of Supplier's business or assets which relate to this Agreement are sold or otherwise transferred to a Third Party;

i) Chemical Synthesis means established and reliable execution of chemical reactions in order to produce the Product by applying chemical and physical manipulations usually involving one or more reactions;

j) Confidential Information means all written information and data provided by the Parties to each other hereunder and identified as being Confidential and provided to the recipient, except that the term Confidential Information shall not apply to any information or any portion thereof which:

(i) was known to the recipient or any of its Affiliates, as evidenced by its written records, before receipt thereof under this Agreement;

(ii) is disclosed to the recipient or any of its Affiliates, without obligations of confidentiality, during the Term by a Third Party who has the right to make such disclosure;   CONFIDENTIAL  Page 8 of 49

Source: PARATEK PHARMACEUTICALS, INC., 10-K/A, 5/5/2017





THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.   (iii) is or becomes part of the public domain through no breach of this Agreement by the recipient; or

(iv) the recipient can demonstrate through competent written records is independently developed by or for the recipient or any of its Affiliates by individuals or entities who have not had access to the information disclosed under this Agreement.

The Confidential Information may include, without limitation, data, know-how, formulae, processes, designs, sketches, photographs, plans, drawings, specifications, samples, reports, studies, data, findings, inventions, ideas, production facilities, machines, production capacities, prices, market share, research and development projects, and other market data. For the purposes of this Agreement, Master Batch Record shall be deemed the Confidential Information of Customer and the Product Specifications shall be deemed the Confidential Information of Customer;

k) Customer Licensee means any Third Party to whom Customer grants a license or a right to research, develop, make, have made, use, sell, have sold, import, export or otherwise exploit a Product or Customer Product;

l) Customer Material means the compound satisfying the Customer Material Specification;

m) Customer Material Specifications means the specifications for the Customer Material set forth in the Quality Agreement, as such may be amended from time to time in accordance with its terms;

n) Customer Product means any pharmaceutical product owned, controlled or sold by Customer, its Affiliates or Customer Licensees that incorporates or is derived from a Product;

o) Customer Technology means:

[* * *];

p) Drug Master File or DMF means a submission to the Applicable Regulatory Authority that provides detailed information about facilities, processes or articles used in the Manufacture, processing, packaging and storing of a drug or excipient, among others, in order to obtain appropriate Applicable Regulatory Authority approval for the production for that drug;

q) EMEA means the European Medicines Agency and any successors thereto;

r) FDA means the United States Food and Drug Administration and any successors thereto;

s) FD&C Act means the Federal Food, Drug and Cosmetic Act, as the same may be amended or supplemented from time to time;

t) Fees means the fees specified in Exhibit C, as may be amended by the Parties in accordance with this Agreement;   CONFIDENTIAL  Page 9 of 49

Source: PARATEK PHARMACEUTICALS, INC., 10-K/A, 5/5/2017





THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.   u) Improvements means, in relation to any Intellectual Property, any and all versions, adaptations, modifications, improvements, enhancements, changes, revisions, translations and derivative works (whether complete or incomplete), of, to, in or based upon such Intellectual Property;

v) Intellectual Property means anything that is protected by any Rights in and to any and all patents, trade-marks, copyrights, industrial designs, Confidential Information, know-how and processes, and all other intellectual and industrial property Rights whatsoever and world-wide (whether registered or unregistered and including Rights in any application for any of the foregoing);

w) Manufacture, Manufactured or Manufacturing means all activities involved in the production of Products to be supplied to Customer or its Affiliates hereunder, including the preparation, formulation, finishing, testing, storage and packaging for shipment of Products and the handling, storage and disposal of any residues or wastes generated thereby;

x) Manufacturing Process means the activities set out in (a) this Agreement, (b) the Master Batch Record and (c) Supplier's standard operating procedures for the Manufacturing, characterization and testing, and bulk packaging and storage of the Product;

y) Master Batch Record means the complete detailed Manufacturing and control instructions and specifications for the Manufacturing Process for the Product, as defined by the applicable validation protocol and cGMP Requirements, as may be amended from time to time; in accordance with cGMP Requirements, or by mutual agreement of both Customer and Supplier;

z) Materials means any and all materials, reagents, chemicals, compounds, physical samples, models, specimens and any other similar physical substances that are used in the Manufacture of the Product except for Customer Materials, including processes and activities leading up to and peripheral to the Manufacture of the Product;

aa) Product means the compound product as described in Exhibit A satisfying the Product Specifications;

bb) Product Specifications means the specifications for the Product set forth in the Quality Agreement, as such may be amended from time to time in accordance with its terms;

cc) Quality Agreement shall mean that certain Quality Agreement Relating to Contract Manufacturing Services by and between Customer and Supplier, dated [* * *];

dd) Recall means any action by Supplier, Customer or any of their respective Affiliates, to recover possession of the Product or finished products containing the Product shipped to Third Parties. Recalled and Recalling shall have comparable meanings;

ee) Rights shall mean any and all proprietary, possessory, use and ownership rights, titles and interests (whether beneficial or legal) of all kinds whatsoever, howsoever arising, world-wide and whether partial or whole in nature;   CONFIDENTIAL  Page 10 of 49

Source: PARATEK PHARMACEUTICALS, INC., 10-K/A, 5/5/2017





THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.   ff) Seizure means any action by an Applicable Regulatory Authority in any jurisdiction, to detain or destroy any Product or any intermediate or finished products containing the Product or prevent release of the Product or finished products containing the Product. Seized and Seizing shall have comparable meanings;

gg) Services refers to any activities undertaken by Supplier relating to the Product, as referenced in Section 6.6 (Services);

hh) Supplier Technology means, to the extent such is not Customer Technology: [* * *];

ii) Term means the Initial Term and the Renewal Term, if applicable;

jj) Territory means the United States of America and its territories and possessions and any other countries in the world added to the definition of Territory pursuant to Section 3.10;

kk) Third Party means any party other than a Party to this Agreement or an Affiliate of a Party to this Agreement; and

ll) Yield means, with respect to any batch of Product manufactured by Supplier under this Agreement, a percentage equal to the amount of Customer Material contained in such batch of Product delivered and accepted by Customer under this Agreement divided by the amount of Customer Material used in the Manufacturing Process of such batch of Product.

1.2 Other Definitions

Any words defined elsewhere in this Agreement shall have the particular meaning assigned to the words.

1.3 Currency

In this Agreement, all references to money or payments means U.S. Dollars and all payments made hereunder shall be made in that currency.

1.4 Headings

The headings in this Agreement are solely for convenience of reference and shall not be used for purposes of interpreting or construing the provisions hereof.

1.5 Exhibits

The Exhibits attached hereto shall be deemed to form an integral part of this Agreement. In the event of a conflict between the terms and conditions set out in this Agreement and the terms and conditions set out in any Exhibit hereto, the terms and conditions set out in this Agreement shall govern.   CONFIDENTIAL  Page 11 of 49

Source: PARATEK PHARMACEUTICALS, INC., 10-K/A, 5/5/2017





THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.   1.6 Applicable Law

This Agreement shall be governed by and construed in accordance with the substantive Laws of the [* * *], excluding any rules of conflicts of laws that would apply the substantive laws of any other jurisdiction.

Article 2 Term

2.1 Term

[* * *]

This Agreement shall commence on the Effective Date and shall be valid until the [* * *] (the Initial Term). Both Parties shall use reasonably diligent efforts to come to a subsequent long-term agreement, including good faith negotiations regarding minimum volume-based Product commitments from Customer to Supplier, no later than [* * *] to replace this Agreement and serve as a long-term supply agreement between the Parties. Should the Parties have not agreed to the following agreement by [* * *], this Agreement shall automatically stay in force for a maximum of [* * *] (unless otherwise mutually agreed by the Parties or as otherwise set forth in Section 18.1(a)) or until the Parties have signed the follow-on agreement (the Renewal Term).

2.2 Effect of Expiration on Purchase Orders

For the avoidance of doubt, any signed Purchase Order which has not been completed at the date of expiry shall continue in effect unless cancelled in accordance with Section 6.4 or Article 18. For further avoidance of doubt, the terms and conditions of this Agreement shall remain applicable to any such signed Purchase Order which continues in effect.

Article 3 Supply of Product

3.1 Supply of Product

a) During the Term, Supplier shall Manufacture the Product and perform all Services at its facilities located at Bubendorf, Switzerland and at Neuland, Switzerland (such facilities, the Facilities and each, a Facility). Supplier will supply to Customer or Customer's designee, the Product, Manufactured in accordance with the accepted Purchase Order placed by Customer, Master Batch Record, the Product Specifications, the Quality Agreement and cGMP Requirements and, subject to Section 3.1(b), in such quantities as ordered by Customer in Purchase Orders submitted pursuant to Section 6.1 and accepted pursuant to Section 6.2.   CONFIDENTIAL  Page 12 of 49

Source: PARATEK PHARMACEUTICALS, INC., 10-K/A, 5/5/2017





THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.   b) [* * *]

c) [* * *]

d) In the event the Product manufactured and delivered to Customer under a Purchase Order is less than [* * *] of the amount ordered by Customer under such Purchase Order or if Customer otherwise reasonably requests, [* * *].

d) For clarity, nothing in this Section 3.1 limits Supplier's liability under this Agreement or under law, including liability for negligence, willful misconduct and failure to comply with Product Specifications; [* * *].

3.2 Manufacturing Services

Supplier will make available its labor, equipment and Facilities for the Manufacture and characterization of the Product, including in-process and quality control analyses, release testing, storage and bulk packaging of the Product, and shipping of the Product, in accordance with the terms and conditions of this Agreement.

3.3 Supply of Materials and Customer Material

a) Materials

  i. Supplier shall, at its cost, be responsible for the purchase, planning, supply, control, testing, release and compliance of all Materials (other than Customer Materials unless expressly otherwise set forth in this Agreement) required for the Manufacture of the Product and performance of Services under accepted Purchase Orders.

  ii. Supplier shall ensure that all Materials (other than Customer Material unless expressly otherwise set forth in this Agreement) used in the Manufacture of the Product and performance of Services shall comply with the specifications mutually agreed by the Parties in writing and applicable requirements of the Quality Agreement.

 iii. Supplier shall test and inspect all Materials as set forth in the Quality Agreement and Supplier's standard incoming inspection andtesting procedures, which at a minimum will include appearance and identity testing.

b) Customer Material



i. Customer or its designee (for which Customer is responsible) shall, at its cost, be responsible for the planning, supply, control, testing, release and compliance of all Customer Materials supplied to Supplier that are required for the Manufacture of the Product and performance of Services under accepted Purchase Orders. Customer shall ensure that all Customer Materials meet the Customer Material Specifications.   CONFIDENTIAL  Page 13 of 49

Source: PARATEK PHARMACEUTICALS, INC., 10-K/A, 5/5/2017





THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

 ii. Customer or its designee (for which Customer is responsible) shall, at its cost, be responsible for the qualification of suppliers ofCustomer Materials.

 iii. Customer or its designee (for which Customer is responsible) shall ensure that all Customer Materials used in the Manufacture of theProduct and performance of Services shall meet applicable requirements set forth in the Quality Agreement.

  iv. Supplier shall test and inspect all Customer Materials in accordance with the Quality Agreement and Supplier's standard incoming inspection and testing procedures. Supplier shall also independently release Customer Materials (but Supplier shall not use any Customer Materials that have not also been released by Customer).

  v. Upon receipt of a Purchase Order from Customer, Supplier will inform Customer of the latest delivery date required for Customer Materials [* * *]. Customer will use commercially reasonable efforts to coordinate delivery of Customer Materials by that date according to [* * *].



vi. If Customer is unable to deliver Customer Materials by the date required by Supplier, this will be promptly communicated to Supplier. Supplier will use commercially reasonable efforts to reallocate capacity and accommodate the planned Campaign at a later date. [* * *] Supplier will be released from its obligation under the relevant Purchase Order and any associated penalties regarding delivery date for the corresponding Product. In the event of any such delay in the delivery of Customer Materials to Supplier, the Parties shall negotiate in good faith and agree upon a revised schedule for the supply of Products to Customer or its designee, which revised schedule shall be binding on Supplier in accordance with this Agreement.



vii. In the event that Customer Materials delivered to Supplier are found by Supplier to be non-conforming to the Customer Material Specifications at the time of delivery of such Customer Materials to Supplier and Customer challenges this finding, the Parties shall conduct a joint investigation. If Supplier and Customer are unable to resolve the issue of non-compliance then a sample of the relevant Customer Material will be submitted to an independent laboratory reasonably acceptable to both Parties for testing against the Customer Material Specifications, and determination whether or not the Customer Material did not comply with the Customer Material Specifications at the time of delivery to Supplier. The test results of the independent laboratory testing shall be final and binding upon Customer and Supplier, and the fees and expense of such laboratory testing and the out-of-pocket costs reasonably incurred by the Parties in the joint investigation shall be [* * *] In such event, except as set forth in Section 3.3(b)(vi), Supplier shall be released from its obligation with respect to the relevant Purchase Order and any associated penalties regarding a delayed delivery date for the corresponding Product under such Purchase Order. In the event that Customer delivers any such non-conforming Customer Materials, the Parties shall negotiate in good faith and agree upon a revised schedule for the supply of Products to Customer or its designee, which revised schedule shall be binding on Supplier in accordance with this Agreement.



viii. Customer will provide Supplier with a Certificate of Analysis, a BSE/TSE statement and a Certificate of Compliance, data on the chemical and physical properties, toxicity, and handling, storing, and shipping information for any Customer Materials (MSDS or equivalent) and any other information that is necessary for the safe handling and transportation of Customer Materials. Customer shall update all of such information provided to Supplier after such updated information becomes available or known to Customer.   CONFIDENTIAL  Page 14 of 49

Source: PARATEK PHARMACEUTICALS, INC., 10-K/A, 5/5/2017





THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.   Following receipt of Customer Materials from Customer and until the delivery of Product containing such Customer Materials, Supplier shall bear the risk of any loss of or damage to such Customer Materials resulting from [* * *]. Supplier shall retain exclusive control over Customer Materials and shall not transfer any portion of them to any Third Party without the prior written consent of Customer. Supplier shall identify Customer Materials at all times as Customer property and shall segregate same from other substances except as needed for the Manufacture of the Product and performance of the Services. Supplier shall not take any action inconsistent with Customer's ownership interest in Customer Materials, including but not limited to, Supplier shall keep Customer Materials free and clear of any liens, encumbrances, or security interests resulting from the actions or omissions of Supplier or its Affiliates and, in the event of any such liens, encumbrances, or security interests, Supplier shall promptly remove same at its sole expense.

3.4 Production Capacity

Supplier agrees to provide to Customer all such facility and Manufacturing capacity to perform the Manufacturing Process as required to meet the Product requirements as described in the then-current Short Term Rolling Forecast (as defined below). Supplier agrees that it shall provide to Customer at least [* * *] prior written notice of any scheduled shutdown at any Facility that may impact Supplier's ability to Manufacture and timely deliver the Product to Customer under this Agreement, [* * *].

For the avoidance of doubt, Supplier confirms that it has the capacity to deliver [* * *], or such adjusted amount as mutually agreed by the Parties. Batch size and annual capacity could be adjusted in the future by mutual agreement of the Parties based on results of ongoing scale up work.

3.5 Processing Changes

a) Supplier shall not make any material changes to the Manufacturing Process, starting materials, the Master Batch Record or Product Specifications for the Manufacture of the Product except in accordance with the Quality Agreement. For clarity, formatting changes in the documentation related to the Master Batch Record shall not be deemed a material change under this Section 3.5(a).

b) Customer (or Supplier, if changes are necessitated by Applicable Law) may request reasonable changes to the Manufacturing Process, the Master Batch Record, the Product Specifications, storage, testing or analytical methods or any starting materials for the Manufacture of the Product [* * *]. The notice of any   CONFIDENTIAL  Page 15 of 49

Source: PARATEK PHARMACEUTICALS, INC., 10-K/A, 5/5/2017





THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.   such change by Customer shall comply with the cGMP documentation system and standard operating procedures maintained by Supplier at the Facilities. No material modifications or additions to the machinery, equipment and other fixed assets used by Supplier in the manufacture and supply of the Product to Customer shall be required without the consent of Supplier, which consent may be granted or withheld in Supplier's sole discretion.

c) In the event of a change to the Manufacturing Process, the Master Batch Record or the Product Specifications, the relevant documents and related Exhibits to this Agreement will be revised accordingly.

d) All operational Master Batch Records and standard operating procedures utilized by Supplier are in the German language. Any requirement by Customer for translation of such records will be billed at cost.

3.6 Monitoring of Facilities

Customer shall have the right to have a representative present at each Facility to observe the performance of the Manufacturing Process by Supplier during normal business hours with at least [* * *] advance notice. Supplier shall have the right to reasonably restrict such observation access to prevent undue interference with Supplier's business operations or compromise Supplier's confidentiality obligations to Third Parties; provided, however, Customer's observation access shall be absolute with regard to the Manufacturing Process for the Product. As such it is Supplier's obligation to segregate Third Party documents and materials from Customer's documents and materials and Customer will not be restricted from observing any part of Customer's Manufacturing Process and related documentation.

3.7 Subcontracting

Supplier shall obtain Customer's prior written approval, in accordance with the Quality Agreement, to use a subcontractor to perform services under this Agreement, such approval not to be unreasonably withheld, conditioned or delayed. Any and all such contractors shall perform such services in accordance with the terms and conditions of this Agreement, and Supplier shall remain liable for the performance of its obligations under this Agreement. Supplier may use the Third Party suppliers set forth in Schedule 4 of the Quality Agreement for such specific activities set forth opposite their respective name(s) in such Schedule. It is hereby agreed that Customer may authorize the use of additional Third Party suppliers under this Agreement in accordance with the Quality Agreement. Supplier agrees to use the Third Party suppliers identified, as applicable, in Schedule 4 of the Quality Agreement as the exclusive suppliers of starting materials for the Product Manufacturing Process and any deviation from said supply sources requires the prior written approval of Customer, in accordance with the Quality Agreement, such approval not to be unreasonably withheld, conditioned or delayed.

3.8 [* * *]   CONFIDENTIAL  Page 16 of 49

Source: PARATEK PHARMACEUTICALS, INC., 10-K/A, 5/5/2017





THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.   3.9 [* * *]

3.10 Territory Expansion

At any time during the Term, Customer may provide written notice to Supplier of its intent to expand the Territory under this Agreement to include one or more additional countries or territories. Promptly following such notification, the Steering Committee (as defined below) shall meet to discuss any expansion of Supplier's Manufacturing capabilities necessitated by such expansion in accordance with clause (b) of Section 7.4 and the Parties shall execute an amendment that (a) amends the definition of Territory under clause jj) of Section 1.1 to include such additional countries or territories and (b) modifies the provisions of this Agreement as necessary in order to reflect the regulatory requirements of such additional countries or territories. For clarity, neither Party shall be obligated to amend the definition of Territory at any point during the Term.

3.11 Supply to Customer Licensees

In the event Customer delivers a written request to Supplier requesting that Supplier engage in negotiations with a Customer Licensee on the terms of a definitive agreement pursuant to which Supplier would Manufacture and supply Product to such Customer Licensee or a designee of a Customer Licensee, Supplier shall use commercially reasonable good faith efforts to negotiate and execute such agreement on substantially the same terms of this Agreement (including pricing, orders, forecasting, delivery, non-conformance, failure to supply, term and termination).

3.12 Alternative Supply

At any time during the Term, Customer may elect to qualify one or more alternative Manufacturing facilities (whether owned by a Third Party, Customer or by one of Customer's Affiliates) to Manufacture the Products (each, a Backup Supplier). Customer shall be responsible for any costs associated with qualifying Backup Suppliers. [* * *]. Supplier shall use commercially reasonable efforts to cooperate with the qualification of any Backup Supplier, including (a) technology transfer of all Supplier Technology necessary or useful for the Manufacture of the Products; provided that, to the extent that such technology and know-how constitutes Confidential Information of Supplier, it shall be subject to the provisions of Article 12 and Customer's designated alternative supplier shall be required to enter into a confidentiality agreement with Supplier containing substantially the same terms as Article 12 and (b) providing Customer and any Backup Supplier with consulting services related to the Manufacture, quality control and quality assurance of the Products. Any work related to technology transfer or qualification of a second supplier shall be considered as Services under this Agreement as described in Section 6.6. For the avoidance of doubt, Supplier will first prepare a customary Scope of Work describing the Services to be performed and the costs to Customer for the   CONFIDENTIAL  Page 17 of 49

Source: PARATEK PHARMACEUTICALS, INC., 10-K/A, 5/5/2017





THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.   approval of Customer. No Services shall be commenced by Supplier unless (a) a customary Scope of Work relating to such Services has been agreed, executed and delivered by both Supplier and Customer; and (b) a Purchase Order has been issued by Customer and accepted by Supplier relating to such Services, which Purchase Order references the specific Scope of Work and this Agreement. In case of disagreement on the Scope of Work, the Parties will enter into good faith negotiations to reach a mutually satisfactory resolution.

Article 4 Forecasts

4.1 Short Term Rolling Forecasts

Commencing on the Effective Date, Customer shall provide to Supplier on a calendar quarterly basis on or before the last Business Day of each calendar quarter during the Term, a short term rolling forecast for the [* * *] period commencing on the first day of the following calendar month (each, a Short Term Rolling Forecast). Each Short Term Rolling Forecast shall set out Customer's reasonable and genuine estimate of the quantities of the Product to be ordered by Customer and to be delivered by Supplier under this Agreement for the following [* * *].

(A): In case of an order volume equal or less than [* * *]: The first [* * *] of each short term rolling forecast shall be binding firm purchase orders by Customer (each a Purchase Order) and the last [* * *] of each short term rolling forecast shall be non-binding, good faith estimates. Customer shall provide Supplier with one or more Purchase Order(s) for Product consistent with the first [* * *] binding portion of each Short Term Rolling Forecast, at least [* * *] in advance of the scheduled delivery dates provided in such Purchase Order(s).

(B): In case of order volume larger than [* * *]: The first [* * *] of each short term rolling forecast shall be binding firm purchase orders by Customer (each a Purchase Order) and the last [* * *] of each short term rolling forecast shall be non-binding, good faith estimates. Customer shall provide Supplier with one or more Purchase Order(s) for Product consistent with the first [* * *] binding portion of each Short Term Rolling Forecast, at least [* * *] in advance of the scheduled delivery dates provided in such Purchase Order(s).

4.2 Long Term Forecasts

Within [* * *] after the Effective Date, Customer shall provide to Supplier a long term forecast of the estimated quantities of the Product required by Customer from Supplier during the following [* * *] (the Long Term Forecast). Customer shall during the Term provide to Supplier together with the Short Term Rolling Forecast, on a calendar quarter basis, updates of such Long Term Forecasts for the following [* * *] (or the balance of the Term, if shorter). For the avoidance of doubt, the first [* * *] of each Long Term Forecast shall constitute the Short Term Rolling Forecast of which the first [* * *], or the first [* * *], as the case may be due to the order volume, shall be binding and the remainder of the Short Term Rolling Forecast and Long Term Forecast shall be non-binding.   CONFIDENTIAL  Page 18 of 49

Source: PARATEK PHARMACEUTICALS, INC., 10-K/A, 5/5/2017





THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.   Article 5 Testing and Samples

5.1 Release Testing

a) Supplier shall perform release testing of all batches of Product prior to delivery to Customer in accordance with the Product Specifications and the Master Batch Record, to determine whether such batches of Product meet the requirements set out in the Product Specifications. Customer shall be responsible for the final release of Product prior to shipping and further processing.

b) Supplier shall ensure that:

(i) its quality assurance department approves each batch of Product for release promptly following successful completion of release testing done by its quality control department (in this section promptly means [* * *]); and

(ii) its quality assurance department does not release any batch of Product that does not meet the requirements set out in the Product Specifications without prior written consent of Customer.

c) Supplier shall prepare a Certificate of Analysis and Certificate of Conformance, setting out the results of the release testing and which shall be included with each batch of Product shipped to Customer.

d) Customer shall have the right to oversee the activities set forth in this Section 5.1 in accordance with the Quality Agreement.

5.2 Additional Release Testing

Customer reserves the right to conduct, in its sole discretion and at its expense, additional analytical testing on the Product.

5.3 Retention Samples

Supplier shall retain and store in accordance with cGMP Requirements, Applicable Law and Supplier's internal quality standard operating procedures, retention samples of each batch of Product Manufactured under this Agreement.   CONFIDENTIAL  Page 19 of 49

Source: PARATEK PHARMACEUTICALS, INC., 10-K/A, 5/5/2017





THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.   5.4 Stability Testing

If requested by Customer, Supplier shall be responsible for performing annual stability testing of the Product and shall ensure that all such testing is performed in compliance with the applicable ICH regulations (e.g. follow-up stability studies of commercially used products). Costs associated with annual stability testing will be quoted separately from commercial unit pricing under a separate Scope of Work or Purchase Order.

5.5 Reference Standards

If requested by Customer, Supplier shall be responsible for qualification and requalification of reference standards. Costs associated with qualification and requalification of reference standards will be quoted separately from commercial unit pricing under a separate Scope of Work or Purchase Order.

5.6 Preparation of Process Qualification

All costs associated with the preparation of process qualification (as but not limited to analytical method validation, process optimization, PAR studies, preparation of quality risk assessments, preparation of validation protocols and report per stage, preparation of validation master protocol and report, preparation of process performance assessment) will be handled separately from the commercial unit pricing under separate Scopes of Work or Purchase Orders. Until otherwise agreed, all pricing for process qualification services to be similar to current framework between Supplier and Customer.

Article 6 Purchase Orders

6.1 Placement of Purchase Orders

Consistent with the Short Term Rolling Forecast as set forth in Section 4.1, Customer shall place with Supplier Purchase Orders, stating Customer's required delivery data, anticipated delivery schedule and the anticipated Fees, in accordance with the Fee Schedule set out in Exhibit C, for each delivery of Product to be made under this Agreement. Purchase Orders must have at least [* * *] of lead time before anticipated delivery to allow sufficient time for Supplier's planning, raw material purchases, production and release. Each Purchase Order shall constitute a firm, binding order, upon Supplier's acceptance thereof in accordance with Section 6.2.

6.2 Acceptance of Orders

Supplier may reject any Purchase Order placed by Customer that is not placed in accordance with this Agreement by giving written notice (e-mail shall constitute written notice) to Customer within a reasonable time, not to exceed [* * *] after receipt of each Purchase Order, setting out the reason for such rejection. In the event Supplier does not respond within [* * *], such Purchase Order shall be considered accepted by   CONFIDENTIAL  Page 20 of 49

Source: PARATEK PHARMACEUTICALS, INC., 10-K/A, 5/5/2017





THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.   Supplier. In the event the ordered amount of Product under the Purchase Order differs more than [* * *] from the firm portion of the most recent Short Term Rolling Forecast or more than [* * *] from the firm portion of the most recent Short Term Rolling Forecast, Supplier shall [* * *].

In the event the terms and conditions of this Agreement conflict with the terms and conditions of the Purchase Order, the terms and conditions of this Agreement shall take precedence unless otherwise agreed upon by the Parties.

6.3 Delays

If, after acceptance of a Purchase Order, Supplier is unable for any reason to supply quantities of the Product in accordance with the Purchase Orders placed by Customer under Section 6.1 on the timelines set forth therein, Supplier shall inform Customer within [* * *] of becoming aware of its inability to supply the Product of the expected duration of such inability and shall keep Customer informed on a timely basis of developments during any such period of time. The Parties shall cooperate to expedite the scheduling of the resumption of Manufacture of the Product by Supplier when any such inability has been alleviated. In the event of any delay in delivery of Product from the delivery date on the applicable Purchase Order for such Product, if such delay is: [* * *].

6.4 Cancellation of Purchase Orders

In the event that Customer cancels all or part of a Purchase Order already accepted by Supplier, Supplier will use best efforts to reallocate capacity and mitigate any resultant costs of such cancellation. Except as expressly set forth in Section 3.4, Section 6.2, Section 6.3 and Section 6.5, the following will be charged to Customer:

[* * *]

6.5 Material Failure of Supply

If Supplier, for any reason, fails to supply at least [* * *] of the units of Product ordered by Customer pursuant to valid Purchase Orders during any period of [* * *] or longer beginning on the requested delivery date, in addition to and without limiting any other remedies available to Customer, [* * *].

6.6 Services

From time-to-time during the Term, Customer may request that Supplier perform Services for Customer relating to the Product, for which Customer shall pay reasonable compensation to Supplier. In the event that Supplier is willing to perform any such Services requested by Customer, Supplier will first prepare a scope of work describing the Services to be performed and the costs to Customer for the approval of Customer (each   CONFIDENTIAL  Page 21 of 49

Source: PARATEK PHARMACEUTICALS, INC., 10-K/A, 5/5/2017





THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.   a Scope of Work). No Services shall be commenced by Supplier unless (a) a Scope of Work relating to such Services has been agreed, executed and delivered by both Supplier and Customer; and (b) a Purchase Order has been issued by Customer and accepted by Supplier relating to such Services which Purchase Order references the specific Scope of Work and this Agreement. Customer shall have the right to terminate any Scope of Work and corresponding Purchase Order for Services at any time on reasonable advance written notice to Supplier (without terminating this Agreement), in which case Customer shall be responsible for:

[* * *]

Article 7 Shipment of Product

7.1 Storage of Product

Supplier shall ensure that all Product held in storage is stored in accordance with the Product Specifications until shipped to Customer under this Agreement and that all storage areas meet cGMP Requirements. [* * *]

Should any Product, during storage, change chemical composition, then Supplier and Customer will agree upon a plan for disposition of the Product, including possible disposal, reworking or using the Product as is. For clarity, Supplier shall not commence any action set forth in the preceding sentence until such a plan has been agreed by Customer. The cost of reworking the Product shall be borne by [* * *].

The cost of storage, monitoring (including any on-going analytical analysis), and insurance before shipment shall be borne by [* * *].

7.2 Release and Shipment of Product

a) Supplier shall notify Customer by facsimile or electronic transmission of each batch of Product Manufactured by it under this Agreement in accordance with this Article 7 as soon as reasonably possible, and no later than [* * *], after Supplier's quality assurance department approves the batch for release following successful completion of the release testing procedures.

b) Supplier shall pack and label shipping boxes and ship all orders of Product in a prompt and timely manner and in accordance with international transport guidelines and regulations, the Product Specifications, and Customer's reasonable written instructions including, as applicable, for such shipment and the terms of this Agreement.

c) Supplier shall not sell or otherwise dispose of any Product except in accordance with the terms and conditions of this Agreement.

d) The Products will be shipped [* * *]. All freight, applicable taxes (excluding any and all income taxes, employment taxes and the like incurred by Supplier), duties, express and delivery charges shall be for   CONFIDENTIAL  Page 22 of 49

Source: PARATEK PHARMACEUTICALS, INC., 10-K/A, 5/5/2017





THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.   Customer's account and shall not be subject to discount. Delivery shall be deemed completed and risk of loss or damage of the Products shall pass to Customer upon [* * *]. Title to the Products shall pass to Customer upon [* * *].

7.3 Documentation

Supplier shall include with each shipment of Product shipped to Customer under Section 7.2:

a) commercially appropriate documentation;

b) a Certificate of Analysis and Certificate of Compliance in English for each batch of Product included in the shipment, in the forms set out in Exhibit D; and

c) a copy of any deviation or investigation reports concerning each batch of Product shipped (to be sent separately from shipment as part of the batch record documentation).

7.4 Steering Committee

The Parties agree to form a steering committee (the Steering Committee) to oversee their interactions under this Agreement as provided herein. Each Party shall name a mutually agreed upon equal number of representatives to the Steering Committee, which shall meet either in person or remotely (as mutually agreed) at least [* * *], or as otherwise mutually agreed by the Parties. The primary function of the Steering Committee is to ensure the ongoing communication between the Parties and discuss and resolve any issues arising under this Agreement. The Steering Committee shall in particular have responsibility for the following: (a) reviewing key metrics for the Product's production and quality, and reviewing and monitoring any required remediation with respect to production and quality for the Product; (b) reviewing Supplier's capacity and short-term and long-term planning for clinical and commercial supply of the Product, including anticipating any capacity shortfalls and discussing the cost allocation of investments required to increase capacity or improve efficiencies; (c) [* * *]; (d) reviewing and discussing draft Scopes of Work; (e) discussing the cost allocation, if any, of extraordinary costs incurred by Supplier in connection with the Manufacture of Products or provision of Services; and (f) establishing resource priorities and resolving resource conflicts.

Article 8 Acceptance of Shipments

8.1 Acceptance of Shipments

Customer or its designees shall, within a period of [* * *] after the date of physical receipt of any shipment of Product from Supplier, inspect the Product for any shortages or any defects or deviations of the Product   CONFIDENTIAL  Page 23 of 49

Source: PARATEK PHARMACEUTICALS, INC., 10-K/A, 5/5/2017





THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.   Specifications (hereinafter Out Of Specification) that would be apparent from visual inspections of the Product. In the event that Customer is of the opinion that the Product is Out Of Specification at the time of delivery, Customer shall, within [* * *] after the date of physical receipt of Product, provide Supplier with a written notice to reject the Product (a Notice of Rejection), which shall include a description of the grounds for rejection and copies of test reports and testing methodology conducted on the Product, if any. However, with respect to any Out Of Specification Product which would not be apparent from a reasonable visual inspection on delivery, including in the case of any hidden defects, such Notice of Rejection shall be provided to Supplier not later than [* * *].

The failure of Customer or its designees to notify Supplier of any Out Of Specification Product in the manner set forth herein above shall constitute confirmation of the acceptance thereof.

8.2 Dispute of Rejected Product

Supplier may, at its option, within [* * *] of receipt of any Notice of Rejection under Section 8.1, challenge the Notice of Rejection by delivering written notice thereof to Customer. In the event that Supplier challenges the Notice of Rejection, Customer and Supplier shall conduct a joint investigation. If Supplier and Customer are unable to resolve the issue of non-compliance then a sample of the Product will be submitted to an independent laboratory reasonably acceptable to both Parties for testing against the Product Specifications, and determination whether or not the non-compliance may be caused by a fault on the part of Supplier. The test results of the independent laboratory testing shall be final and binding upon Customer and Supplier, and the fees and expense of such laboratory testing shall be borne entirely by the Party against whom such laboratory's findings are made.

8.3 Remedies

a) Except as set forth in this Agreement, in the event of a Product shortage[* * *].

b) In the event that Customer issues a timely Notice of Rejection in respect to any Out Of Specification Product:

[* * *]

The Party in possession of any rejected Product which does not comply with the Product Specifications or cGMP Requirements shall destroy, in accordance with all Applicable Law and in a manner to which Customer has given its prior written approval, all rejected Product in its possession, but only after the Parties have followed the procedures specified under Sections 8.2 and 8.3. No rejected Product shall be sold, reprocessed, salvaged, reclaimed or otherwise reused in any manner by Supplier or Customer without the prior written agreement of the Parties with the exception of use testing and analysis by Supplier and/or Customer in the investigating the cause of Product rejection. Representatives of the Party not performing the destruction shall be permitted to witness the destruction of the rejected Product under this section.   CONFIDENTIAL  Page 24 of 49

Source: PARATEK PHARMACEUTICALS, INC., 10-K/A, 5/5/2017





THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.   Article 9 Fees

9.1 Fees

a) Customer shall pay to Supplier, in respect of each Purchase Order placed by Customer, the applicable Fees for the supply of the Product in bulk quantities under this Agreement, in accordance with the terms of this Agreement.

b) Except as otherwise expressly provided in this Agreement, the Fees specified in each Purchase Order accepted by Supplier shall be full compensation for all Manufacturing and characterization activities and Materials in respect thereof. Customer shall make all requests for processing changes to be performed under this Agreement in writing under Section 3.5 and Supplier shall provide Customer a cost estimate for such work.

9.2 Adjustments to Fees

During the Term of this Agreement, either Party may request an increase or decrease of the Fees specified in Exhibit C no more than [* * *] and such change in Fees shall take effect on [* * *] for which such Fee change is requested. Such change in Fees may be requested due to any of the following events:

[* * *] or

(iii) any other cost adjustments mutually agreed to by the Parties via the Steering Committee.

Supplier will make available to Customer records that substantiate any adjustment to Fees for a Product proposed by Supplier and Supplier will provide Customer with any Customer records that provide evidence for a decrease in Fees pursuant to clause (i); such records to be considered Supplier's Confidential Information hereunder.

The Party proposing an adjustment in the Fees will notify the other Party of the adjustment by delivering to the other Party at least [* * *] prior to the effective date of the Fees adjustment, written notice of the proposed adjustment. Said written notice shall specify the effective date as [* * *] in which the Fee adjustment becomes effective and the amounts for the adjusted Fees. On receipt of such request, the Parties shall seek in good faith to agree to an adjustment of the Fees, based on such reasonable and objective evidence. Each Party shall use its commercially reasonable efforts to mitigate any cost increase. The Fees for any Product ordered by Customer prior to the effective date of the Fees adjustment shall be the Fees existing on the date Customer placed the Purchase Order, as set out in the Purchase Order.   CONFIDENTIAL  Page 25 of 49

Source: PARATEK PHARMACEUTICALS, INC., 10-K/A, 5/5/2017





THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.   9.3 Taxes

The Fees shall be exclusive of any taxes, customs duties, levies and other charges applicable to the supply of the Product under this Agreement (Taxes). Customer shall pay any Taxes and reimburse Supplier for any Taxes for which Customer is responsible but which have been paid by Supplier. Subject to compliance with laws, the Parties shall reasonably cooperate to eliminate or minimize the amount of any such Taxes imposed on the transactions contemplated in this Agreement. For clarity, Customer shall not be liable for any taxes incurred by the Supplier including, without limitation, income taxes, employment taxes, use taxes, and the like incurred by Supplier, or for any penalties or interest related to the failure of Supplier to collect sales, use, VAT or similar taxes.

Article 10 Invoicing and Payment

10.1 Issuance of Invoices

Supplier shall, in accordance with Section 10.2, invoice Customer for each Purchase Order accepted under Section 6.2 as follows:

10.2 Invoice Contents

All invoices issued by Supplier under Section 10.1 shall show:

a) the actual quantity of Product shipped;

b) the lot number of each batch of Product shipped;

c) the Fees for the quantity of Product shipped, based on the Fees for the Product set out in the applicable Purchase Order; and

d) the Purchase Order number placed by Customer for the Product shipped.

If Customer disputes for any reason with the amount of any invoice submitted by Supplier, Customer shall notify Supplier of such dispute within [* * *] after the date of the invoice, and the Parties shall promptly attempt to resolve the dispute. If Customer does not notify Supplier of any such dispute within such [* * *] period, such invoice will be final and binding on Customer and Supplier, subject to the correction of mathematical errors.   CONFIDENTIAL  Page 26 of 49

Source: PARATEK PHARMACEUTICALS, INC., 10-K/A, 5/5/2017





THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.   10.3 Delay of Shipment

If Customer delays shipment of Product released by Supplier in accordance with Section 7.2, Supplier may issue its invoice under Section 10.1 on or after the release, with reference to the Product released under Section 10.2.

10.4 Payment of Invoices

Each invoice provided by Supplier to Customer under Section 10.1, to the extent accurate, shall be paid by Customer to Supplier within [* * *] after the date of the invoice to the extent that Customer does not reasonably dispute that portion of the invoice in good faith.

All payments will be made in U.S. Dollars by SWIFT bank transfer directly to the Supplier account as specified in the respective Purchase Orders.

Article 11 Intellectual Property

11.1 Title

a) The Parties agree that, as between Customer and Supplier, each Party owns its respective Confidential Information, Customer owns all Rights in and to the Customer Technology, the Product(s) and its Chemical Synthesis and Supplier owns all Rights in and to Supplier Technology.

b) Supplier shall not knowingly use in the Manufacturing Process any Intellectual Property protected by any patent or patent application licensed to Supplier by any Third Party, except with the prior written consent of Customer.

11.2 No Grant of Rights

Except as otherwise provided herein, neither Party hereto shall be deemed by this Agreement to have been granted any Rights of the other Party.   CONFIDENTIAL  Page 27 of 49

Source: PARATEK PHARMACEUTICALS, INC., 10-K/A, 5/5/2017





THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. WHERE TWO PAGES OF MATERIAL HAVE BEEN OMITTED, THE REDACTED MATERIAL IS MARKED WITH [†].   11.3 Grant of License by Customer

During the Term, Customer hereby grants to Supplier a paid-up, royalty-free, non-exclusive license, without the right to sublicense, to Customer's Confidential Information and the Customer Technology reasonably necessary to Manufacture and supply to Customer the Product hereunder, but only for such purposes. The Parties agree that the license grant contained in this Section 11.3 is personal to Supplier only and shall be exercised by Supplier only, and Supplier agrees to make use of Customer's Confidential Information and the Customer Technology only in accordance with this license and not to disclose any such Confidential Information or Customer Technology to any Third Party, except that nothing herein shall prevent Supplier from disclosing to its permitted subcontractors under confidentiality obligations at least as strict as those that bind Supplier under this Agreement, as necessary to perform Supplier's obligations hereunder.

11.4 Ownership of Inventions

With respect to any ideas, innovations, Improvements or inventions (whether patentable or non-patentable) developed by Supplier during the Term of this Agreement and [* * *], the Parties agree that, as between Customer and Supplier, Customer shall own all Rights to such Inventions and may obtain patent, copyright, and other proprietary protection respecting such Inventions. Supplier agrees to promptly disclose any Inventions to Customer. Supplier agrees to assign (and cause its employees or permitted subcontractors to assign), and does hereby assign, any and all rights, title and interests of Supplier in, to or under any Inventions to Customer. [* * *]

11.5 Patents to Inventions

With respect to all Intellectual Property created or developed under this Agreement, [* * *].

11.6 No Use of Trademarks

Nothing contained herein shall give either Party any right to use any trademark of the other Party. All trademarks and service marks adopted by Customer to identify the Product or a Customer Product are and shall remain the property of Customer.

11.7 [†]   CONFIDENTIAL  Page 28 of 49

Source: PARATEK PHARMACEUTICALS, INC., 10-K/A, 5/5/2017





THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.   Article 12 Confidentiality & Publicity

12.1 Obligation of Confidentiality

It is contemplated that in the course of the performance of this Agreement each Party may, from time to time, disclose Confidential Information to the other. Each Party agrees:

a) to keep and use in strict confidence all Confidential Information of the other Party that each Party acquires, sees, or is informed of, as a direct or indirect consequence of this Agreement and to not, without the prior written consent of the other Party, disclose any such Confidential Information or recollections thereof to any person or entity other than its corporate counsel, employees and contractors who are under an obligation of confidentiality on terms substantially similar to those set out in this Agreement, who have been informed of the confidential nature of the Confidential Information and who reasonably require such information in the performance of their duties under this Agreement;

b) not to use, copy, duplicate, reproduce, translate or adapt, either directly or indirectly, any of the Confidential Information of the other Party or any recollections thereof for any purpose other than the performance of the Services and the Manufacture and characterization of the Product under this Agreement, without the other Party's prior written approval;

c) that all copies, duplicates, reproductions, translations or adaptations of any Confidential Information of the other Party permitted to be made hereunder shall be clearly labelled as confidential; and

d) to take all reasonable steps to prevent material in its possession that contains or refers to Confidential Information of the other Party from being discovered, used or copied by Third Parties and to use reasonable steps to protect and safeguard all Confidential Information of the other Party in its possession from all loss, theft or destruction.

Upon the termination of this Agreement, each Party shall promptly destroy or return all Confidential Information to the disclosing Party in accordance with Section 18.4.

12.2 Disclosure with Consent

A Party receiving Confidential Information may, with the written consent of the disclosing Party, disclose such Confidential Information to entities or persons other than its corporate counsel, employees and contractors, on such terms and conditions as the disclosing Party may specify.

12.3 Publicity

During the Term, the Parties agree that no press release, public announcement or publication regarding this Agreement or the relationship of the Parties (except to the extent that it may be legally required), shall be made unless mutually agreed to in writing prior to the release or dissemination of any such press release, public announcement or publication.   CONFIDENTIAL  Page 29 of 49

Source: PARATEK PHARMACEUTICALS, INC., 10-K/A, 5/5/2017





THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.   12.4 Disclosure Required by Law

No provision of this Agreement shall be construed so as to preclude such disclosure of Confidential Information of the other Party as may be inherent in or reasonably necessary to the securing from any governmental agency of any necessary regulatory approval or license. To the extent required by legal process, subpoena, warrant, or court order, either Party may disclose Confidential Information only to the extent required to comply with said legal proceeding, provided that the Party obligated to make such disclosure shall, when lawfully permissible, provide reasonable prior notice the other Party so as to allow the other Party to take steps to oppose or limit the required disclosure.

12.5 Employee Confidentiality and Invention Assignment.

(a) Supplier acknowledges and agrees that, with respect to any past or current employee, staff, contractor, subcontractor or other agent of Supplier or its Affiliates who has conducted services or activities related to the development, manufacture or supply of Products for or to Customer (collectively, the Supplier Employees), Supplier or its Affiliate has entered into a binding written arrangement(s) with each such Supplier Employee that requires: (i) that such Supplier Employee will, at a minimum, keep the Confidential Information of Customer confidential and only use such Confidential Information to conduct permitted activities for Customer under Supplier's employment; and (ii) that such Supplier Employee assign to Supplier all of its right, title and interest in and to any inventions (including, without limitation, know-how, improvements, ideas, information, materials and processes) and all intellectual property rights therein that such Supplier Employee, alone or jointly with others, conceives, develops or reduces to practice during their period of employment or work with Supplier or its Affiliate.

(b) Supplier further covenants and agrees that, (i) with respect to any future Supplier Employee, Supplier or its Affiliate shall enter into a binding written arrangement with such Supplier Employee as set forth in Section 12.5(a) and (ii) with respect to any binding written arrangement referred to in this Section 12.5(b) or Section 12.5(a), Supplier shall enforce, to the fullest extent permitted under Applicable Law, the terms and provisions of such arrangement.

12.6 Duration of Obligation

Unless otherwise agreed by the Parties in writing, the obligations of the Parties relating to Confidential Information set out in this Article 12 shall survive the termination of this Agreement for a period of [* * *].   CONFIDENTIAL  Page 30 of 49

Source: PARATEK PHARMACEUTICALS, INC., 10-K/A, 5/5/2017





THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.   Article 13 Representations, Warranties and Covenants

13.1 Supplier's Representations, Warranties and Covenants

Supplier hereby represents, warrants and covenants to Customer as follows:

a) Supplier has been duly organized and is validly subsisting and in good standing in its jurisdiction of organization and has the power to carry on the business as now being conducted by it;

b) the execution, delivery and performance of this Agreement by Supplier have been duly authorized by all requisite corporate action and do not require any shareholder action or approval;

c) Supplier has the right and authority to enter into this Agreement and perform its obligations hereunder, and this Agreement is a legal and valid obligation binding upon Supplier and enforceable in accordance with its terms;

d) Supplier has not made and will not make any commitments to Third Parties inconsistent with or in derogation of Supplier's obligations under this Agreement and Supplier is to its knowledge not subject to any obligations that would prevent it from entering into or carrying out its obligations under this Agreement, and Supplier's compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a Product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter or operative documents or by-laws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound;

e) Supplier shall comply with all Applicable Law relating to its activities under this Agreement;

f) all Product delivered to Customer under this Agreement will have been Manufactured, stored and shipped in a competent fashion in accordance with the Master Batch Record, the Product Specifications, this Agreement, the Quality Agreement, Applicable Law and cGMP Requirements by qualified personnel and, to Supplier's knowledge, will be free from defects;

g) the Facilities, including equipment, systems, utilities and services, complies with cGMP Requirements for the Manufacture of the Product under this Agreement;

h) the Facilities and Supplier's procedures and processes in the Facilities are in compliance with Applicable Law, including applicable environmental, health and safety requirements, for the Manufacture of the Product under this Agreement;

i) Supplier does not, at any time from and after the Effective Date, retain or use the services of (i) any person debarred under 21 U.S.C. § 335a or (ii) any person who has been convicted of a crime as defined under the FD&C Act, in each case in any capacity associated with or related to the Manufacture or supply of Products or any service rendered to Customer under this Agreement or the Quality Agreement;

j) all Product supplied by Supplier under this Agreement shall be delivered by it free and clear of any security interests, liens, claims, pledges or encumbrances of any kind or nature except for such as are created by Customer; and

k) all records and reports required to be maintained by Supplier under cGMP Requirements shall be accurate and complete in all material respects.   CONFIDENTIAL  Page 31 of 49

Source: PARATEK PHARMACEUTICALS, INC., 10-K/A, 5/5/2017





THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.   In no event shall Customer seek to recover a refund for, or replacement to, an Out of Specification Product due to Supplier's breach of Sections 13.1 (f), (g) or (h) except pursuant to Article 8.

13.2 Customer's Representations, Warranties and Covenants

Customer hereby represents, warrants and covenants to Supplier as follows:

a) Customer has been duly organized and is validly subsisting and in good standing in its jurisdiction of organization and has the power to carry on the business as now being conducted by it;

b) the execution, delivery and performance of this Agreement by Customer have been duly authorized by all requisite corporate action and do not require any shareholder action or approval;

c) Customer has the right and authority to enter into this Agreement and perform its obligations hereunder, and this Agreement is a legal and valid obligation binding upon Customer and enforceable in accordance with its terms;

d) Customer has not made and will not make any commitments to Third Parties inconsistent with or in derogation of Customer's obligations under this Agreement and Customer is not subject to any obligations that would prevent it from entering into or carrying out its obligations under this Agreement, and Customer's compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a Product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter or operative documents or by-laws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound;

e) Customer shall comply with all Applicable Law relating to its activities under this Agreement; and

f) to Customer's knowledge, [* * *].

13.3 No Other Warranty

THE WARRANTIES SET OUT IN SECTIONS 13.1 AND 13.2 ARE THE SOLE WARRANTIES MADE BY EITHER PARTY TO THE OTHER AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY DISCLAIM ANY AND ALL OTHER WARRANTIES, REPRESENTATIONS OR GUARANTEES OF ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED, REGARDING THE PRODUCT OR ANY OTHER MATERIALS OR SERVICES TO BE SUPPLIED UNDER THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.   CONFIDENTIAL  Page 32 of 49

Source: PARATEK PHARMACEUTICALS, INC., 10-K/A, 5/5/2017





THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.   13.4 No Consequential Damages and Limitation of Liability

a) [* * *], IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, INCIDENTAL OR INDIRECT DAMAGES, OR LOST PROFITS, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY. THIS LIMITATION WILL APPLY EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

b) EXCEPT AS SET FORTH BELOW IN THIS SECTION 13.4(b), IN NO EVENT WILL SUPPLIER'S LIABILITY, [* * *], BE GREATER THAN, PER CLAIM OR SERIES OF CLAIMS ARISING FROM THE SAME CAUSE OF ACTION, [* * *].

EXCEPT AS SET FORTH BELOW IN THIS SECTION 13.4(b), [* * *], AS APPLICABLE, IN NO EVENT SHALL A PARTY'S LIABILITY, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, BE GREATER THAN, PER CLAIM OR SERIES OF CLAIMS ARISING FROM THE SAME CAUSE OF ACTION, [* * *].

EXCEPT AS SET FORTH BELOW IN THIS SECTION 13.4(b), WITH RESPECT [* * *], IN NO EVENT SHALL A PARTY'S LIABILITY BE GREATER THAN, PER CLAIM OR SERIES OF CLAIMS ARISING FROM THE SAME CAUSE OF ACTION, [* * *].

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION 13.4(b), WITH RESPECT TO [* * *] IN NO EVENT SHALL SUPPLIER'S LIABILITY, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, BE GREATER THAN, PER CLAIM OR SERIES OF CLAIMS ARISING FROM THE SAME CAUSE OF ACTION, [* * *].

[* * *]

Article 14 Indemnification

14.1 Indemnification of Supplier

Customer shall indemnify, defend and hold harmless Supplier and its officers, directors, agents, servants and employees against any and all actions, claims, demands, proceedings, suits, losses, damages, costs and expenses (including reasonable legal fees) of Third Parties (in this Article 14, Claims) (including Claims for personal injury or death) to the extent such Claims result from or arise out of (a) any product liability claim directly related to Customer's commercial use, sale or distribution of Products or (b) Customer's [* * *] acts or omissions or [* * *], except, in each case of clause (a) and (b), to the extent Supplier has an obligation to indemnify Customer pursuant to Section 14.2 or 14.3.

14.2 Indemnification of Customer

Supplier shall indemnify, defend and hold harmless Customer and its Affiliates and Customer Licensees, and their respective officers, directors, agents, servants, employees and consultants against any and all Claims (including Claims for personal injury or death) to the extent such Claims result from or arise out of (a) any [* * *] acts or omissions or [* * *] by Supplier or its officers, directors, agents, servants,   CONFIDENTIAL  Page 33 of 49

Source: PARATEK PHARMACEUTICALS, INC., 10-K/A, 5/5/2017





THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.   employees or contractors (collectively, the Supplier Representatives) [* * *] or (b) any [* * *] or omissions or [* * *] by Supplier or the Supplier Representatives, except, in each case of clause (a) and (b), to the extent Customer has an obligation to indemnify Supplier pursuant to Sections 14.1 or 14.3.

14.3 Intellectual Property Indemnity

Customer (an Indemnifier) shall indemnify, defend and hold harmless Supplier and the Supplier Representatives (each, an Indemnified Party) from any and all Claims of any Third Party that any Intellectual Property (including, without limitation, Customer Materials, Product Information, Product Specifications, Customer Technology or Tufts Technology), provided by Customer to Supplier hereunder, infringes a Third Party's Intellectual Property Rights or otherwise violates a Third Party's rights. Supplier (an Indemnifier) indemnifies Customer and its Affiliates and Customer Licensees, and their respective officers, directors, agents, servants, employees and consultants (each, an Indemnified Party) from any and all Claims of any Third Party that the Intellectual Property (other than the Intellectual Property Customer has provided to Supplier under this Agreement) that Supplier elects to use in conducting the activities set out in this Agreement, infringes such Third Party's Intellectual Property Rights or otherwise violates a Third Party's rights.

The Indemnifier's obligation to indemnify the Indemnified Party shall apply only upon the following terms and conditions:

a) the obligation shall only pertain to the Intellectual Property the Indemnifier, its Affiliates, officers, directors, agents, servants, employees or consultants elect to use in conducting the activities set out in this Agreement, and not to any Improvements or additions made by anyone other than the Indemnifier, whether with or without permission; and

b) [* * *]

14.4 Indemnification Procedure

The indemnities contained in this Article 14 shall be conditional on compliance with the terms and conditions set out in this Section 14.4. The indemnifying Party shall have the option to defend, contest, or otherwise protect against any such Claims at its own cost and expense provided that the party seeking indemnification (the Indemnitee) regarding any such Claims gives written notice to the indemnifying Party promptly after receiving notice of said Claims. If the indemnifying Party chooses to defend Claims, the Indemnitee may, but will not be obligated to, participate at its own expense in a defense thereof by counsel of its own choosing, but the indemnifying Party shall be entitled to control the defense unless the Indemnitee has relieved the indemnifying Party from liability with respect to the particular matter. If the indemnifying Party fails to timely defend, contest, or otherwise protect against any such Claims, the Indemnitee may defend, contest, or otherwise protect against the same, and make any reasonable compromise or settlement thereof and recover the entire costs thereof from the indemnifying Party, including reasonable legal fees and costs and disbursements, and all amounts paid as a result of such   CONFIDENTIAL  Page 34 of 49

Source: PARATEK PHARMACEUTICALS, INC., 10-K/A, 5/5/2017





THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.   Claims or the compromise or settlement thereof; provided, however, that if the indemnifying Party undertakes the timely defense of such matter, the Indemnitee shall not be entitled to recover from the indemnifying Party for its costs incurred in the defense thereof. The Indemnitee shall cooperate and provide such assistance as the indemnifying Party may reasonably request in connection with the defense of the matter subject to indemnification.

Article 15 Insurance

15.1 Insurance Coverage

Customer and Supplier each represent that they are sufficiently insured against any liability arising under this Agreement. Further, Supplier shall at a minimum retain [* * *].

15.2 Evidence of Insurance

Each of Customer and Supplier shall, upon request by the other, provide the other Party with a copy of all insurance policies maintained under this Article 15 relating to the Manufacture of the Product in bulk quantities and the facilities therefor and shall notify the other Party in writing at least 30 days prior to the cancellation of or any material change to such insurance policies. Each Party may request that the other Party procure and maintain such additional insurance coverage relating to the Manufacture of the Product and the facilities therefore as may be reasonably necessary in respect of the Parties' respective obligations under this Agreement.

Article 16 Legal and Regulatory

16.1 Compliance with Laws

a) Each Party shall, in connection with its obligations, rights and duties under this Agreement and in Manufacturing, handling, storage, loading, shipping, using, commercializing, reselling and distributing the Product:

(i) comply with all Applicable Law or other requirements applicable to such Party's business; and

(ii) subject to Subsection b) below, obtain and maintain in full force and effect all applicable licenses, permits, certificates, authorizations or approvals from local governmental authorities necessary to conduct its business and the activities contemplated under this Agreement. Such licences or certificates are to be provided to the other Party on request.

b) Customer shall be responsible for obtaining all necessary import and/or export licenses or permits and for the payment of all import and/or export fees, taxes or duties in connection with the purchase and/or delivery of the Product under this Agreement. Supplier shall reasonably cooperate with Customer in connection with obtaining necessary import and/or export licenses or permits.   CONFIDENTIAL  Page 35 of 49

Source: PARATEK PHARMACEUTICALS, INC., 10-K/A, 5/5/2017





THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.   16.2 Maintenance of Records

Supplier shall maintain adequate books and records and retention samples consistent with cGMP Requirements and any other Applicable Law and requirements of applicable governmental or regulatory authorities, in respect of test records, samples and associated support data for all batches of Product Manufactured by Supplier sufficient to substantiate and verify Supplier's duties and obligations under this Agreement for [* * *] from the expiration date of the respective Product batch.

16.3 Notice of Reports

Supplier shall provide to Customer within [* * *] of receipt by Supplier copies of all Product-specific portions of any reports of any governmental or regulatory authority including, without limitation, any Facility-specific reports solely to the extent applicable to the Product or Manufacturing Process, FDA Form 483 observations, FDA warning letters or other correspondence from the FDA or equivalent correspondence from another Applicable Regulatory Authority; provided that Supplier may redact any information from such reports subject to confidentiality obligations and not related to the Product.

16.4 Drug Master Files

Supplier will routinely update and keep current all information pertinent to maintain the Drug Master Files relating to the Manufacture of the Product at the production site of Supplier. Supplier will fully support and reasonably assist Customer with its filing of any application with respect to the Product with any Applicable Regulatory Authority at Customer's expense.

16.5 Compliance with Regulatory Standards

Supplier shall be responsible for Manufacturing the Product in compliance with Applicable Law, cGMP Requirements and the standards of any other applicable governmental or regulatory authority. Each Party will provide reasonable assistance to the other, at no charge, if necessary to respond to audits, inspections, inquiries, or requests of any Applicable Regulatory Authority. Supplier shall advise Customer immediately if Supplier receives notice of an impending inspection related to a Product or if an authorized agent of any Applicable Regulatory Authority or other governmental agency provides advance notice of any investigation, inspection or visit to a Facility. In such event, Supplier shall permit, to the extent permitted by Applicable Law, Customer or its representatives to be present during such visit, at Customer's expense. Upon Customer's request, Supplier shall provide Customer with a copy of any report issued by such Regulatory Authority following such visit.

16.6 Inspection

Supplier shall allow monitoring of the Facilities as set forth in Section 3.6 and inspections or audits as provided for in the Quality Agreement. Supplier shall make available to Customer all relevant records and reports and Customer shall have the right to copy all Product related records and reports. The frequency of such audits as well as the response time with respect to audit findings shall be governed by the Quality Agreement.   CONFIDENTIAL  Page 36 of 49

Source: PARATEK PHARMACEUTICALS, INC., 10-K/A, 5/5/2017





THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.   Article 17 Recalls

17.1 Safety

Supplier shall provide Customer with reasonable co-operation to help Customer investigate adverse events or product complaints involving or related to the Product. The cost and expense of any testing undertaken by Supplier at Customer's request shall be borne by [* * *].

17.2 Recalls

If either Party has grounds to recommend a Recall or otherwise receives a notification or information which might result in a Recall, the Party recommending such Recall or receiving such notification or information shall immediately notify the other Party in writing. Subject to Applicable Law, Customer and its designees shall have the sole responsibility to implement any Recall of the Product or any intermediate or finished product containing the Product and the sole right to make all final decisions regarding any such Recall. Supplier shall reasonably cooperate with Customer and its designees in implementing any such Recall, at Customer's expense.

17.3 Supplier's Liability for Recall

In the event of a Recall or Seizure arising from [* * *], Supplier shall be liable for the expenses and out-of-pocket costs actually incurred by Customer as a result of such Recall or Seizure, and Supplier shall, at the option of Customer:

[* * *].

Such liability shall not limit or otherwise be exclusive of any other provisions of this Agreement.

17.4 Customer's Liability for Recall

In the event of a Recall or Seizure arising from [* * *] Customer shall [* * *].

Such liability shall not be exclusive of any other provisions of this Agreement.

17.5 Replacement Shipments

In the event of any Recall or Seizure with respect to the Product during the Term of this agreement, Supplier shall, upon the written request of Customer, as soon as reasonably possible, supply replacement Product to Customer in an amount sufficient to replace the amount of Product Recalled or Seized, at the applicable then current Fees for Product under this Agreement. If Customer makes such written request, Customer shall issue a Purchase Order in this regard which Supplier is obliged to accept. Supplier agrees to use commercially reasonable efforts to supply such replacement Product pursuant to the new Purchase Order as soon as possible.   CONFIDENTIAL  Page 37 of 49

Source: PARATEK PHARMACEUTICALS, INC., 10-K/A, 5/5/2017





THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.   Article 18 Termination

18.1 Termination

This Agreement is effective as of the Effective Date and will expire in accordance with Section 2.1, unless, upon the occurrence of any of the following events, this Agreement is earlier terminated in accordance with this Section 18.1:

a) Customer delivers written notice of termination to Supplier at least [* * *] prior to the expiration date of the Initial Term, which termination shall be effective as of the expiration date of the Initial Term;

b) either Party delivers written notice of termination to the other Party at least [* * *] prior to the expiration date of the Renewal Term, which termination shall be effective as of the expiration date of the Renewal Term;

c) a Party makes a general assignment for the benefit of creditors, a court of competent jurisdiction declares a Party insolvent or bankrupt, or a petition in bankruptcy or under any insolvency law is filed by or against a Party and such petition is not dismissed within [* * *] after it has been filed, and the other Party delivers written notice of termination to such Party, which termination shall be effective immediately upon delivery of such written notice;

d) a Party breaches a material provision of this Agreement, and the other Party delivers written notice of termination to such breaching Party:

(i) if the breach is not cured within [* * *] after written notice thereof to the Party in default; or

(ii) if the breach is of a type that cannot be cured within [* * *], if a cure is not promptly commenced and diligently pursued until complete remediation but in any case after [* * *] unless otherwise agreed in writing between the Parties;

e) any governmental law, regulation or order is adopted and made effective which would make performance of a Party's obligations under this Agreement impossible or commercially impracticable, and such Party delivers written notice of termination to the other Party, which termination shall be effective immediately upon delivery of such written notice; or

f) a Party has the right to terminate under Section 14.3, which termination shall be effective [* * *] after delivery of written notice to the non- terminating Party.   CONFIDENTIAL  Page 38 of 49

Source: PARATEK PHARMACEUTICALS, INC., 10-K/A, 5/5/2017





THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.   18.2 Consequences of Termination

On expiration or the effective date of termination of this Agreement, if earlier:

a) both Parties shall be released from all obligations and duties imposed or assumed hereunder, except obligations and liabilities previously accrued and as expressly provided by this Agreement, including, without limitation, those provisions which expressly survive termination or expiration of this Agreement;

b) all Rights granted by Customer to Supplier under Section 11.3 shall immediately revert to Customer, provided that Supplier may continue to use any such Rights in order to fulfil its surviving obligations under Section 18.5, and only for such purpose;

c) Supplier shall provide to Customer, to the extent they exist, copies of:

(i) Supplier's Manufacturing batch records and analytical reports relating to the Product; and

(ii) any other documents required to be delivered pursuant to this Agreement or otherwise reasonably requested by Customer;

d) Unless this Agreement is terminated by Customer pursuant to Section 18.1(d) above, all Purchase Orders and Scopes of Work shall automatically be deemed terminated by Customer and Supplier shall be compensated for final Product already produced or Services already rendered in accordance with this Agreement and, for Products or Services not yet produced or rendered, as the case may be, Supplier shall be entitled to its fees, expenses and costs as set forth in Sections 6.4 and 6.6. Additionally, Customer shall be entitled to request that (i) all Products and/or works in process for which Customer has compensated Supplier and (ii) all Customer Materials be shipped to Customer in accordance with the provisions of Section 7.2(d). If this Agreement is terminated by Customer pursuant to Section 18.1(d) as a result of Supplier's breach, then, Customer shall be able to elect whether Purchase Orders or Scopes of Work not yet completed at the date of termination or expiration should continue in force, subject to the terms and conditions herein; and

e) Supplier shall promptly cooperate with Customer to transfer and transition supply of the Products to a Third Party supplier. Upon Customer's request, Supplier shall cooperate with Customer in the transfer of technology and know-how necessary to Manufacture Products to such Third Party supplier, including providing Customer and the Third Party supplier with reasonable access to the Facilities and consulting services related to Manufacturing of the Product. Supplier shall conduct such activities at Customer's expense paid in advance.   CONFIDENTIAL  Page 39 of 49

Source: PARATEK PHARMACEUTICALS, INC., 10-K/A, 5/5/2017





THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.   18.3 Return of Samples

On expiration or earlier termination of this Agreement, unless otherwise instructed by Customer, Supplier shall, within [* * *], return to Customer all samples or other supplies of the Product (for which Supplier has been paid) in its possession or control in any form, with the exception of any samples such as retention samples that Supplier may be required to keep according to Applicable Law. The cost of returning any such supplies shall: [* * *]

18.4 Return of Confidential Information

On expiration or earlier termination of this Agreement, unless otherwise agreed between the Parties, each Party shall:

a) promptly cease all use of the Confidential Information of the other Party and ensure that its corporate counsel, employees and contractors cease all use thereof; and

b) upon written request of the other Party,

(i) return to the other Party all original copies of the Confidential Information of the other Party in its control or possession, subject to the retention of one (1) complete copy for archival purposes and to satisfy any applicable legal requirements; and

(ii) except for back-up copies generated by the recipient Party's IT system, destroy any and all copies or other reproductions or extracts of the Confidential Information of the other Party and all other documents, computer files, memoranda, notes or other writings prepared based on such Confidential Information subject to clause (i) above.

18.5 Survival

Except as otherwise provided herein or agreed in writing between the Parties, expiration or early termination of this Agreement shall not relieve either Party of its obligations incurred prior to such expiration or early termination, including the obligation to Manufacture and deliver the Product under Purchase Orders placed by Customer and accepted by Supplier prior to the effective date of expiration or earlier termination, and the obligation to pay Fees in respect thereof. In addition, the following provisions shall survive any expiration or early termination of this Agreement in accordance with the terms of such provision; provided that if there is no express expiration or termination of an obligation or a right under a surviving provision, such provision or right shall continue to survive, subject to Applicable Law[* * *]:

Article 1 (Interpretation); Section 2.2 (Effect of Expiration on Purchase Orders); Section 5.3 (Retention Samples); Article 9 (Fees) (solely with respect to amounts owed or paid following termination); Article 11 (Intellectual Property) (other than Section 11.3 (Grant of License by Customer)); Article 12 (Confidentiality & Publicity); Section 13.3 (No other Warranty); Section 13.4 (No Consequential Damages and Limitation of Liability); Article 14 (Indemnification); Article 15 (Insurance); Section 16.2 (Maintenance of Records); Section 16.4 (Drug Master Files); Section 16.6 (Inspection); Sections 17.2   CONFIDENTIAL  Page 40 of 49

Source: PARATEK PHARMACEUTICALS, INC., 10-K/A, 5/5/2017





THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.   (Recalls), 17.3 (Supplier's Liability for Recall) and 17.4 (Customer's Liability for Recall); Sections 18.2 (Consequences of Termination), 18.3 (Return of Samples) and 18.4 (Return of Confidential Information); this Section 18.5 (Survival); and Article 19 (Miscellaneous) (except 19.2 and 19.5).

Further, Article 8 (Acceptance of Shipments) shall survive any expiration or termination of this Agreement solely with respect to shipments of Product shipped prior to the effective date of expiration or termination.

Article 19 Miscellaneous

19.1 Assignment; Inurement

This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their successors and permitted assigns. Supplier shall not assign this Agreement, in whole or in part, to any person without the prior written consent of Customer, except to a Third Party which acquires all, or substantially all, of Supplier's business or assets, whether through merger or otherwise.

Customer shall be entitled to assign this Agreement, in whole or in part, to any person without the consent of Supplier, provided that (i) such person acquires all, or substantially all, of Customer's business or assets with respect to the Product, whether through merger or otherwise; (ii) such person is an Affiliate of Customer or a Customer Licensee; or (iii) Customer remains liable for any payments Supplier is or will be entitled to under this Agreement. Customer shall not assign this Agreement, in whole or in part, to any other person without the prior written consent of Supplier, not to be unreasonably withheld, conditioned or delayed.

19.2 Change of Control

During the Term, Supplier will promptly notify Customer in writing if at any time a Change of Control shall occur as to Supplier, such notification to be given no later than fifteen (15) days following such Change of Control. [* * *]

19.3 Counterparts

This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument.

19.4 Dispute Resolution

Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be referred first to senior management of the Parties for amicable resolution. In the event that amicable resolution has not been achieved within [* * *], then either Party may seek resolution through   CONFIDENTIAL  Page 41 of 49

Source: PARATEK PHARMACEUTICALS, INC., 10-K/A, 5/5/2017





THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.   confidential arbitration in accordance with the ICC Rules of Arbitration. The arbitration hearing shall be held as soon as practicable following submission to arbitration. The arbitration hearing shall be held in Delaware. The Parties shall request that the arbitration panel render a formal, binding non-appealable resolution and award on each issue as expeditiously as possible. In any arbitration, the prevailing Party shall be entitled to reimbursement of its reasonable attorneys' fees and the Parties shall use all reasonable efforts to keep arbitration costs to a minimum. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant Party or its assets.

19.5 Force Majeure

Any delay or inability to perform any of the duties or obligations of either Party caused by an event outside the affected Party's reasonable control shall not be considered a breach of this Agreement, and unless provided to the contrary herein, the time required for performance shall be extended for a period equal to the period of such delay. Such events shall include, without limitation: acts of God; any governmental act or regulation; insurrections; riots or civil disturbance; acts of war; embargoes; labor disputes at facilities of Material suppliers, including strikes, lockouts, job actions, or boycotts; fires; explosions; terrorist attacks; floods; or other unforeseeable causes beyond the reasonable control and without the fault or negligence of the Party so affected. In order to take the benefit of this section, the Party so affected shall give prompt notice [* * *] to the other Party of such cause, and shall take whatever reasonable steps are necessary to relieve the effect of such cause as rapidly as reasonably possible. If performance is affected for a cumulative period of more than [* * *], the non-affected Party may terminate this Agreement immediately by notice in writing to the affected Party.

19.6 Performance

Each Party agrees to perform its obligations under this Agreement, including under any Scope of Work, in a timely manner. Supplier shall allocate adequate resources to execute its obligations under this Agreement, including under each Scope of Work. Supplier represents and warrants that all Services shall be performed by qualified personnel in accordance with the highest industry standards.

19.7 Further Assurances

The Parties shall both execute and deliver such further instruments and do such further acts as may be required to implement the intent of this Agreement.

19.8 Independent Contractors

Supplier and Customer shall be independent contractors and shall not be deemed to be partners, joint venturers or each other's agents under this Agreement, and neither Party shall have the right to act on behalf of the other except as is expressly set forth in this Agreement.   CONFIDENTIAL  Page 42 of 49

Source: PARATEK PHARMACEUTICALS, INC., 10-K/A, 5/5/2017





THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.   19.9 Injunctions

Each Party agrees that the other Party may be irreparably damaged if any provision of this Agreement is not performed in accordance with its terms. Accordingly, notwithstanding Section 19.3, each Party will be entitled to apply for an injunction or injunctions to prevent breaches of any of the provisions of this Agreement by the other Party, without showing or proving any actual or threatened damage, notwithstanding any rule of law or equity to the contrary, and may specifically enforce such provisions by an action instituted in a court having jurisdiction. These specific remedies are in addition to any other remedy to which the Parties may be entitled at law or in equity.

19.10 Notices

Unless otherwise provided herein, any notice required or permitted to be given hereunder or any proposal for any modification of this Agreement (hereinafter collectively referred to as the Correspondence) shall be faxed, mailed by overnight mail, certified mail postage prepaid, or delivered by hand to the Party to whom such Correspondence is required or permitted to be given hereunder at the addresses set out below. If delivered by hand, any such Correspondence shall be deemed to have been given when received by the Party to whom such Correspondence is given and if faxed, any such Correspondence shall be deemed to have been given on the first Business Day following facsimile transmission, as evidenced by written and dated receipt of the receiving Party.

If to Supplier:   CARBOGEN AMCIS AG Hauptstrasse 159-173 CH 4416 Bubendorf Switzerland Attention: CEO Telephone: + 41 61 935 5353 Facsimile: + 41 61 935 5300

If to Customer:   Paratek Pharmaceuticals, Inc. 75 Park Plaza, 4t h Floor Boston, MA 02116 USA Attention: General Counsel Phone: +1 617 807 6600 Facsimile: +1 617 275 0039   CONFIDENTIAL  Page 43 of 49

Source: PARATEK PHARMACEUTICALS, INC., 10-K/A, 5/5/2017





THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.   Either Party may change the address to which any Correspondence to it is to be addressed by notification to the other Party as provided herein.

19.11 Entire Agreement

This Agreement, the Quality Agreement and all Exhibits attached hereto (as the same may be amended from time to time by the written agreement of the Parties) constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all other documents, agreements, verbal consents, arrangements and understandings between the Parties with respect to the subject matter hereof. This Agreement shall not be amended orally, but only by an agreement in writing, signed by both Parties that states that it is an amendment to this Agreement.

19.12 Severability

If any term or provision of this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other term or provision hereof, and this Agreement shall be interpreted and construed as if such term or provision, to the extent the same shall have been held to be invalid, illegal or unenforceable, had never been contained herein.

19.13 Waiver

No waiver or modification of any of the terms of this Agreement shall be valid unless in writing and signed by an authorized representative of the Parties hereto. Failure by either Party to enforce any rights under this Agreement shall not be construed as a waiver of such rights, nor shall a waiver by either Party in one or more instances be construed as constituting a continuing waiver or as a waiver in other instances.

[Signature page follows.]   CONFIDENTIAL  Page 44 of 49

Source: PARATEK PHARMACEUTICALS, INC., 10-K/A, 5/5/2017





THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.   IN WITNESS WHEREOF, each of the Parties hereto has caused this Agreement to be executed by its duly authorized officer as of the dates set forth below.   CUSTOMER

by its authorized signatory:

/s/ William M. Haskel

Name:  William M. Haskel

Title:  Sr. Vice President

Date:  January 9, 2017

CARBOGEN AMCIS AG   by its authorized signatory:

/s/ Silke Erbeck

Name:  Silke Erbeck

Title:  Senior Head of Commercial Products

Date:  10.Jan.2017

/s/ Dr. Stephan Fritschi

Stephan Fritschi

VP Operations

CARBOGEN AMCIS AG

10.Jan.2017   [Signature page to Outsourcing Agreement]

Source: PARATEK PHARMACEUTICALS, INC., 10-K/A, 5/5/2017





THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.   Exhibit A - Description of Product

[* * *]

Source: PARATEK PHARMACEUTICALS, INC., 10-K/A, 5/5/2017





THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.   Exhibit B - Chemical Synthesis

[* * *]

Source: PARATEK PHARMACEUTICALS, INC., 10-K/A, 5/5/2017





THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.   Exhibit C - Fee Schedule

[* * *]

Source: PARATEK PHARMACEUTICALS, INC., 10-K/A, 5/5/2017





THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. WHERE TWO PAGES OF MATERIAL HAVE BEEN OMITTED, THE REDACTED MATERIAL IS MARKED WITH [†].   Exhibit D - Certificate of Analysis and Certificate of Compliance

[†]

Source: PARATEK PHARMACEUTICALS, INC., 10-K/A, 5/5/2017

Answer: 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?


Question: 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

Answer: 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?


Question: Vertex Energy, Inc. 8-K Exhibit 10.1 THE SYMBOL [****] DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED JOINT SUPPLY AND MARKETING AGREEMENT This Joint Supply and Marketing Agreement (hereinafter referred to as the JSMA) shall be effective as of May 1, 2020 the Commencement Date and is made and entered into this 10t h day of January, 2020 between Bunker One (USA) Inc., with principal offices located at 107 St. Francis Street, Mobile, AL 36602 (Bunker One), and Vertex Energy Operating, LLC, with principal offices located at 1331 Gemini Suite 250, Houston, TX 77058 (Vertex). BUNKER ONE and VERTEX are hereinafter sometimes referred to as a Party or jointly as Parties. WHEREAS: A. Vertex currently owns a production facility in Marrero, LA which has the capacity to produce 100,000 bbls/mo. +/- 10 % of a feedstock/product (the Output) that can be consumed as bunker suitable fuel for offshore use and use as a marine vessel's propulsion system. See Appendix A for qualities of the feedstock/product (the Product). B. Bunker One being a physical supplier of bunker fuel having blending expertise being able to utilize the Product together with associated physical assets for storage and transportation, leased and owned real property, tangible and intangible personal property, personnel, intellectual prop- erty and know-how (collectively the Bunkering Business). C. Pursuant to the terms of a Co-operation Agreement that went into effect on October 15, 2017 (the Original COOA), which addressed the sourcing, storing, transportation, marketing and selling of the Product in the states of Louisiana and Texas, Vertex agreed to sell, and Bunker One agreed to purchase, the Output (as defined in the above) each month. By virtue of entering into this JSMA the Parties intend to continue the activities previously conducted pursuant to the Original COOA and expand thereon as more particularly hereinbelow set forth. D. The overall objective of the Original COOA was to give the Parties the opportunity to further expand their business by co-operating in the sourcing, storing, transportation, marketing and selling of the Product in and around Louisiana and Texas, where (i) Vertex was primarily responsible for the sourcing and storing of the feedstock Product, (ii) Bunker One was primarily responsible for the transporting, blending, marketing, selling and delivering of the Product, (iii) Bunker One was responsible for the risk management/exposure (e.g. hedging) of the bunker fuels, and (iv) Bunker One was the exclusive seller of the Product to third parties. E. The Parties wish to amend and restate the Original COOA as a JSMA to extend the term, provide for the inclusion of new and existing businesses and territories not previously included in the Original COOA, and to address certain governance issues, all as more particularly hereinbelow provided.

Source: VERTEX ENERGY INC., 8-K, 1/13/2020





THE PARTIES hereto hereby agree as follows: 1. Definitions. Area means Texas, Louisiana, Alabama and areas immediately adjacent thereto if mutually agreed. Bunker Holding, a Danish holding company and sole shareholder of Bunker One (USA) Inc.. Business Day means any day except a Saturday, Sunday, or a Federal Reserve Bank holiday. A Business Day shall open at 8:00a.m. and close at 5:00p.m. Houston, Texas, time. JSMA Output has the meaning ascribed thereto in Section 2.1. Effective Date means the date as of which the last signature of a Party is affixed hereto. Fiscal Year shall mean the period beginning with May 1st in each calendar year and ending on the next succeeding April 30t h. Hedge Position Value means the then current settlement value of any and all open hedge transactions entered into by Bunker One as determined by Bunker One on a mark-to-market basis in a commercially reasonable manner. Hedging Profit means the greater of zero and the net gain on all hedging transactions closed and settled during the applicable Tracking Account reporting or settlement period, including any interest received by Bunker One with respect to any margin deposits made by Bunker One with any hedge transaction counterparties exclusive of any such amount in excess of that which would be taken into account by parties dealing at arm's length on a commercial basis. Hedging Loss means the lesser of zero and the net loss on all hedging transactions closed and settled during the applicable Tracking Account reporting or settlement period, including any in- terest received by Bunker One with respect to any margin deposits made by Bunker One with any hedge transaction counterparties exclusive of any such amount in excess of that which would be taken into account by parties dealing at arm's length on a commercial basis. Interest Rate means (a) with respect to a non-defaulting Party, a per annum rate of interest equal to USD 1M LIBOR as per the last fixing of the preceding month + 3.5 per cent pro anno (compounded monthly for each month or part thereof) and (b) with respect to a Defaulting Party, a per annum rate of interest equal to 5 % over the rate mentioned above in (a), provided, how- ever, that the rate set forth in (a) shall be adjusted by the Parties annually at the last meeting of the JDMB (as such term is defined in the Heads of Agreement entered into between the Parties as of January 10, 2020. Inventory shall mean the Product purchased by Bunker One pursuant to this Agreement. Inventory Cost shall mean the amount paid by Bunker One to Vertex for the Inventory.

Source: VERTEX ENERGY INC., 8-K, 1/13/2020





Inventory Market Value shall mean the then current market value of Inventory as determined by Bunker One on a mark-to-market basis in a commercially reasonable manner. Inventory Resale Transaction(s) shall mean any sale by Bunker One to a third party of the Inventory whether or not the Inventory is sold in the original condition delivered to Bunker One or is blended by Bunker One into a different product. Nomination shall be as defined in Section 2.6. Output has the meaning ascribed thereto in the recitals. Product has the meaning ascribed thereto in the recitals. Remaining Exposure means Total Exposure plus payments received by Bunker One and Vertex pursuant to this Agreement during the applicable Tracking Account Statement reporting period less payments made by Bunker One and Vertex pursuant to this Agreement during the applicable Tracking Account Statement reporting period. Term Sheet means that certain summary of terms regarding the proposed purchase of Series B1 Preferred Shares of Vertex Energy, Inc. dated November 25, 2019. Total Exposure means the sum of (i) Unrealized Gain on Hedging, (ii) Unrealized Loss on Hedg- ing, (iii) Unrealized Gain on Inventory, (iv) Unrealized Loss on Inventory and (v) Total Realized P/L. Total Realized P/L means and shall be equal to the sum of each monthly calculation of below following IFRS principles: (a) the sum of: (i) gross revenue received by Bunker One from any third party for Inventory Resale Transactions (but excluding for any applicable Tracking Account reporting or settlement period any such gross revenue that was included in a prior reporting or settlement period as described in clause (ii) immediately below), (ii) gross revenue due, but not yet received by Bunker One from any third party for Inventory which has been sold at a fixed price, whether or not delivered, (iii) Hedging Profit; and (iv) proceeds of insurance maintained by Bunker One with respect to the Inventory that are received by Bunker One; less (b) the sum of: (i) the measured cost of the goods sold, (ii) all actual costs incurred by Bunker One (U.S.) hereunder including, but not limited to costs for tank storage, tank expenses, tank cleaning, freight (includes fleeting/heating/tanker man/sparging), cargo insurance, inspection, demurrage, broker commissions, blending costs (including blending inventories/products, additives and other direct costs incurred in blending the Product for resale), financial charges, interest, Transfer Taxes and miscellaneous items,

Source: VERTEX ENERGY INC., 8-K, 1/13/2020





(iii) Hedging Loss, and (iv) SG&A costs allocated to the operation (to be agreed to in a budget and in writing ahead of time, provided, however, neither Party will include SG&A incurred by a parent entity absent mutual agreement otherwise). Transfer Taxes means all transfer, documentary, sales, use, stamp, registration, conveyance or similar taxes or charges (Transfer Taxes) arising out of the transactions contemplated hereby and all charges for or in connection with the recording of any document or instrument contem- plated hereby. Unrealized Gain on Hedging means the greater of zero and the Hedge Position Value. Unrealized Loss on Hedging means the lesser of zero and the Hedge Position Value. Unrealized Gain on Inventory means the greater of zero and the net gain in Inventory Market Value as compared to the Inventory Cost. Unrealized Loss on Inventory means the lesser of zero and the net loss in Inventory Market Value as compared to the Inventory Cost. 2. Co-operation procedure. 2.1. Sourcing and Purchase. Vertex shall be responsible for the sourcing/producing of the Product and shall sell to Bunker One, and Bunker One shall purchase, the agreed Output of the Product in accordance to FOB (Marrero, LA, US (or per new/additional agreed Area)) the Incoterms® 2010 rules, at the following scheduled pricing: the arithmetic mean of Platts #2 USGC Pipe and Platt's ULSD USGC Waterborne on agreed pricing days less the agreed upon discount [****]. Pricing mechanism for the Product will be made in accordance to FOB (Marrero, LA, US) the Incoterms® 2010 rules (hereinafter, the Product Cost). The above pricing will be mutually negotiated and revised every third month. Unless the Parties otherwise agree in writing, 100% of the Output shall be allocated for use in the Area (the COOA Output) . Vertex, on not less than 120 days prior written notice to Bunker One (the Withdrawal Notice), shall have the right to remove all or a portion of the Output from the coverage of the JSMA, provided, however, that, in such event, (a) Vertex shall supply a volume of alternative material equal to, or better than, in amount and quality (the Alternative Supply) to the volume of material withdrawn, or (b) Vertex shall reimburse Bunker One for the net loss experienced by Bunker One by reason of the loss of the withdrawn material, determined on the basis of what Bunker One would have earned on a net basis under the terms of the JSMA had the Output not been withdrawn.

Source: VERTEX ENERGY INC., 8-K, 1/13/2020





In addition, in calculating the net loss experienced by Bunker One in the event of withdrawal subject to compensation under (b) mentioned in the above, Vertex shall be credited with any additional income realized by Bunker One, determined on a cumulative basis from and after the date of this JSMA, for any Product provided by Vertex in excess of the Output as well as any cost savings realized by Bunker One with respect to the Alternative Supply. 2.2. Blending. The JSMA Output is meant for blending into other products by Bunker One for the pur- pose of being transformed into bunker suitable fuel for a marine vessel's propulsion system and/or marketable wholesale products in various other markets for sale by Bunker One to cus- tomers in the Area. Bunker One will be solely responsible for the blending, marketing, sale and delivery of the Product in the Area. The JSMA Output may also be sold as is without any blending. 2.3. Storage. The Parties will, with prior written agreement, coordinate efforts to secure storage ca- pacity for the accumulation and blending of Product to make up the cargo to be supplied pursuant to the JSMA. The Parties agree that tank/storage fees incurred for the sole (any other use will be upon mutual written agreement) purposes of the JSMA shall be for the account of the JSMA. At commencement of this Agreement the Parties have entered into the sublet agreement attached hereto as Appendix B. 2.4. Vessel Charter: Bunker One will coordinate, secure and charter suitable vessels needed for the shipment of the Product to various sale destinations. The Parties agree that fees incurred in con- nection with chartering vessels for the sole (any other use will be upon mutual written agreement) purposes of the JSMA shall be for the account of the JSMA. 2.5. Risk management: Bunker One shall be responsible for obtaining risk management related prod- ucts / hedging of the JSMA Output consistent with the decisions of the JDMB under the Heads of Agreement. All fees incurred, and profit/loss incurred in connection with hedging of the JSMA Output shall be for the account of the JSMA. All hedging is to be done on a physical, not specula- tive, basis. 2.6. Exclusive co-operation: It is agreed that only Bunker One will be marketing this JSMA and the JSMA Output towards various customers, but if a Party receives a Nomination (being a written or oral request by/from a customer to a Party stating delivery place, delivery date and window etc.) or any other communication from a customer regarding the supply of Product (either spot or whole cargo) in the Area, the Party is obliged to forward the Nomination to Bunker One and refer the customer to Bunker One. During the Term, neither Vertex nor any affiliate of Vertex may sell any Product to any customers for their use as bunker fuel other than pursuant to the terms of this JSMA. All sales towards customers for bunker fuel will be carried out exclusively by Bunker One in accordance to the terms set forth herein. As such all communication with customers shall go via Bunker One unless otherwise is specific written agreed in advance. 3. Mutual Cooperation. 3.1. The JSMA will generate either a profit or a loss which shall be distributed between the Parties as set out forth further below in this clause. VERTEX and Bunker One will act cooperatively in a commercially reasonable manner, to maximize profits and minimize losses and comply with all terms and conditions pursuant to the JSMA. The Parties have established a Joint Decision-Making Body that will: (a) establish a budget no later than March in each Fiscal Year for the immediately ensuing

Source: VERTEX ENERGY INC., 8-K, 1/13/2020





Fiscal Year, to include forecasts of income and expense and planned capital expenditures (which capital expenditure budgets shall include a focus on items related to the supply and optimization of the marine fuels or components and items related to support the marketing of the Product and associated credit risks with respect to Bunker One, and with respect to Vertex, a focus on asset acquisition/leasing of improvements required in support of acquisition and production of the Product to the refining rack or other designated transfer point), (b) review the financial information provided by the respective Parties for the transactions occurring during the preceding month/quarter/year; (c) Strategize on the proposed blending plan, ensuing month for volume and margin per MT. plan for resupply of components and associated pricing targets, related expenses, timing and volumes; (d) discuss and approve any other business brought before the Committee for its review and approval. 3.2. Accounting Records; Reporting: Bunker One shall establish and maintain at its office in Mobile, Alabama a detailed ledger (the detailed ledger) within their current reporting system with re- spect to this Agreement and all transactions hereunder sufficient to track and reconcile all such transactions and to calculate and track Hedge Position Value, Hedging Profit, Hedging Loss, Inventory Cost, Inventory Market Value, Remaining Exposure, Total Exposure, Total Realized P/L, Inter- est, Unrealized Gain on Hedging, Unrealized Loss on Hedging, Unrealized Gain on Inventory and Unrealized Loss on Inventory and any and all payments made by or to Bunker One or Vertex with respect to this Agreement. 3.3. Bunker One shall prepare and provide to Vertex, on a monthly and quarterly basis, a statement setting forth the status of the detailed ledger and each component thereof (the detailed ledger Statement). The detailed ledger Statement and all other reports and settlement statements provided for herein shall be in such format as may be agreed upon by the Parties from time to time and shall include such supporting documentation as is reasonably necessary or reasonably requested by Vertex to enable Vertex to verify the accuracy of such report or settlement statement. Bunker One shall prepare and maintain such other accounting and transaction records as may be necessary to provide a full accounting of all transactions and other activities under this Agree- ment. Vertex has the right, at its sole expense and during normal working hours, to have a third party accountant examine the records of Bunker One. If any such examination reveals any inaccuracy in any statement, the necessary adjustments in such statement and the payments thereof will be made promptly and shall bear interest calculated at the Interest Rate from the date the overpayment or underpayment was made until paid. 4. Settlement and Payment term. 4.1. Payment by Bunker One for the Product, as defined in clause 2.1, will be made by wire transfer within three (3) Business Days after the date Vertex invoices Bunker One, to an account desig- nated from time to time by Vertex. 4.2. On or before the seventh (7t h) Business Day after the end of each quarter during the Fiscal Year May 1- April 30) Bunker One shall prepare and send to Vertex the detailed ledger statement for the immediately preceding quarter. If any such quarterly detailed ledger statement, or the final detailed ledger statement issued by Bunker One, shows positive Remaining Exposure for the pe- riod covered by the statement, then Bunker One shall pay [****] percent ([****]%) of such amount to Vertex. If any such quarterly detailed ledger statement shows negative Remaining Exposure for the period covered by the statement, then Vertex shall pay [****] percent ([****]%)

Source: VERTEX ENERGY INC., 8-K, 1/13/2020





of such amount to Bunker One. The first ledger statement for the first full fiscal quarter ending after the Effective Date shall include an adjustment taking into account the period beginning with the first day following the last day included in the last ledger statement provided under the terms of the Original COOA, and the first day of the period included in the first ledger statement provided in accordance with the provisions of this JSMA. For example, if the last ledger statement provided under the Original COOA includes the three-month period ending on September 30, 2019, and the first ledger statement provided under the terms of this JSMA includes the three- month period ending January 31, 2020, then such first ledger statement shall also include the month of October, 2019 in addition to the months of November, December and January. 4.3. In addition to the foregoing, on or before the fifteenth (15t h) Business Day after the end of each Fiscal Year Bunker One shall prepare and send to Vertex the detailed ledger statement for the immediately preceding Fiscal Year calculated on a cumulative basis showing payments made and received by the Parties in satisfaction of the percentage splits shown above, adjusted to include any period excluded by reason of the conversion from a calendar year to a fiscal year in the same manner in which quarterly calculations are adjusted in Section 4.2 (i.e. the months of January, February, March and April, 2019 would be excluded in the annual calculations for the Fiscal Year ending April 30, 2020, and these must be included for purposes of preparing the ledger statement for FYE 4/30/20). In the event a Party has received payments in excess of those to which such Party is entitled on a cumulative basis as reflected in the annual detailed ledger Statement, such Party shall remit such excess to the other Party promptly upon receipt of demand therefor, or if such Party has underfunded its obligation in these same regards, such Party shall promptly remit the amount underfunded to the other Party. Any amount to which a Party is entitled by virtue of any monthly or quarterly detailed ledger Statement in excess of that reflected in the annual de- tailed ledger Statement that has not been received shall be canceled. 4.4. In addition, within thirty (30) days after the later of the expiration of the Term or the final settlement and termination of all resale and hedge transactions entered into during the term of this Agreement, Bunker One shall issue a final detailed ledger Statement. If the Remaining Exposure shown on such final detailed ledger Statement is less than zero then Vertex shall pay [****] percent ([****]%) of such amount to Bunker One. If the Remaining Exposure shown on such final detailed ledger Statement is greater than zero then Bunker One shall pay [****] percent ([****]%) of such amount to Vertex. 4.5. Payment for any amounts due in accordance with the above shall be made within three (3) Business Days after the date of the applicable detailed ledger Statement. If any detailed ledger State- ment is disputed in good faith, the Party owing money will pay the undisputed portion by the due date and will by such due date provide a written explanation of the basis for the disputed portion to such due date. The Parties shall endeavor to resolve any disputes promptly, and the disputed amount found due, if any, plus accrued interest at the Interest Rate shall be paid within three (3) Business Days following resolution of the dispute. All payments under the terms of this Agreement shall be made in US Dollars and immediately available funds. The Parties shall net all undisputed amounts due and owing on the same day, and/or past due, arising under this Agreement such that the Party owing the greater amount shall make a single payment of the net amount to the other Party. Interest on late payments shall accrue at the Interest Rate from the due date until the date of payment.

Source: VERTEX ENERGY INC., 8-K, 1/13/2020





5. Term 5.1. The term of this JSMA shall commence on May 1, 2020 (the Commencement Date) and ends at April 30, 2029 (the Term), with automatic renewals each for a period of five (5) years (a Renewal Term) unless notice is given pursuant to 5.2. 5.2. This JSMA will be terminated as of the end of the Term or any Renewal Term, by either Party giving written notice of non-renewal to the other Party no less than 120 prior to the applicable expiry date (the Termination Period). 5.3. If at any time an Event of Default (as defined below) has occurred and is continuing, the Defaulting Party shall have ten (10) days after receipt of written notice from the Non-Defaulting Party speci- fying the default, within which to cure any such default, unless such default is not susceptible of cure within such ten (10) day period in which case the Defaulting Party shall have such additional time as may be accepted by the Non-Defaulting Party (in its sole discretion), provided that the Defaulting Party initiates cure proceedings promptly and thereafter diligently pursues cure to completion. Notwithstanding the foregoing, in no event shall the cure period exceed thirty (30) days. Upon the expiration or lapse of all notice and cure rights if the default remains uncured the Non-Defaulting Party may terminate this JSMA with immediate effect. 5.4. In the event of a termination in accordance to clause 5.2 it is agreed that both parties agree to unwind and minimize costs and exit the JSMA as soon as practicably possible not exceeding 120 days. 5.5. In the event of a termination in accordance to clause 5.3 the Defaulting Party has to indemnify and hold harmless the Non-Defaulting Party for any and all losses, damages, costs etc. incurred by the Non-defaulting Party as a consequence of an Event of Default. 5.6. A Party may terminate the JSMA immediately upon the delivery of written notice to the other Party if there has been a Change in Control. The term Change in Control, as used in this Agreement, means (A) the sale or transfer, through one transaction or a series of transactions, of all or some portion of the issued and outstanding shares of voting equity interests of a Party, or such Party's parent, such that the majority of such equity interests are owned by individual(s) or entity(ies) that did not own a majority of such equity interests on the Commencement Date; (B) the reorganization, merger or consolidation of a Party, or such Party's parent, unless immediately following such business combination, all or substantially all of the individuals and entities who were the beneficial owners of either entity immediately prior to such business combination beneficially own, directly or indirectly, a majority of the issued and outstanding shares of voting equity interests of such entity; (C) the sale or transfer, through one transaction or a series of transactions, of all or substantially all of the assets of a Party, or such Party's parent; or (D) the occurrence of any other event(s) whereby the individual or group of individuals who ultimately own or control a Party or such Party's parent as of the Commencement Date no longer has the right or ability to control or cause the direction of the management and policies of such entity. For these purposes Bunker Holding Group is the parent of Bunker One, Inc., and Vertex Energy, Inc. is the parent of Vertex Energy Operating LLC.

Source: VERTEX ENERGY INC., 8-K, 1/13/2020





6. Event of Default 6.1. The occurrence at any time of any of the following events, and expiration of any applicable notice or cure rights, shall constitute an event of default (an Event of Default) : 6.1.1. A Party fails to make, when due, any payment under this JSMA and such failure is not remedied within three (3) Business Days after written notice of such failure is given to the Party; 6.1.2. A Party fails to comply with or perform any other obligation under this JSMA, if such failure is not cured within the expiration of all applicable notice and cure rights; 6.1.3. Insolvency etc. A Party is (i) dissolved; (ii) becomes insolvent or is unable to pay its debts as they fall due or admits to be so in writing; (iii) makes a general arrangement with or for the benefits of its creditors; (iv) suspends making payments; (v) institutes or has instituted against it a proceeding seeking a judgement of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law other similar law affecting creditor's rights, or a petition is presented for its winding-up or liquidation and such petition is not withdrawn, dismissed, discharged, stayed or restrained within thirty (30) days; (vi) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it for all or substantially all its assets; (vii) has a secured party take possession of all or substantially all its assets; (viii) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in (i)-(viii); or (ix) takes any action in furtherance of, or indicating its consent of, approval of, or acquiescence in, any of the acts referred to in this clause. 7. Taxes 7.1. Each Party is responsible for payment and reporting of its federal, state, and local income taxes and state franchise, license, and similar taxes required for the maintenance of its business existence. 7.2. Should any unexpected taxes, fees, and/or other charges, including penalties and/ or interest, occur because of one Party's failure to pay and/or report, said Party shall bear all costs associated with such failure and shall indemnify the other Party from additional costs. 8. Confidentiality 8.1. The JSMA is private and confidential. Both Parties agree that all information, other than Exempt Information, obtained in connection with the JSMA from the other Party shall be treated as confidential property of the other Party, and such confidential property shall not be disclosed without the written consent of the other Party or used by the other Party for any purpose other than fulfilling its duties and responsibilities established hereunder; provided however, that either Party may disclose such information where required or requested by any law, court of competent jurisdiction or any judicial, governmental, supervisory or regulatory body, provided that the disclosing Party notifies the other Party (to the extent permitted by law and regulation), as soon as possible, upon becoming aware of any such requirement to give that Party the opportunity to seek any other legal remedies to maintain such information in confidence. Each Party shall use its reasonable efforts to have the information maintained as confidential when such disclosure is required. Exempt Information is any information that the recipient can demonstrate (a) was in

Source: VERTEX ENERGY INC., 8-K, 1/13/2020





its possession prior to the time of disclosure; (b) is or becomes public knowledge through no fault, omission, or other act of the recipient; (c) is obtained from a third party under no obligation of confidentiality; or (d) was independently developed by or for the recipient without violating the terms of this Agreement. 8.2. In the event that any Party makes a disclosure contrary to the provisions of this clause the other Party shall have the right, without prejudice to any other rights or remedies it may have hereunder or otherwise, to terminate the JSMA effective immediately upon notice to the disclosing Party. The obligation of confidentiality shall be of a continuing nature for 2 years after termination of this JSMA and shall not be canceled by the expiration, suspension or termination of the JSMA. Notwithstanding the foregoing, each Party on demand shall promptly disclose to the other all documents and accounts relating to the JSMA. 9. Non-competition 9.1. Both Parties undertake, during the Term of this JSMA and for 2 (two) years from the termination or expiry of the JSMA not to directly conduct or otherwise promote activities which compete at the point source of the other Party's business in the Area. The point source of Vertex being a specialty refiner of alternative feedstocks engaged in supply and marketing of said refined streams and the point source of Bunker One being a marine fuel blending bunker company with sale outlets via trade, direct, wholesale and bunkering business. Any exceptions from the above-stated principle require the written consent of the other Party. Each Party is entitled to exercise any and all rights and remedies available at law or in equity, including, without limitation, pursuing injunc- tive relief. 10. No authority to bind. 10.1. Neither Party has the authority to bind or enter into any contracts or agreements on behalf of the other Party, unless instructed in writing prior to the conclusion of the respective transaction. The Parties specifically acknowledge that they are not establishing a joint venture or partnership or any similar arrangement. 11. Assignment. 11.1. Neither Party shall assign or transfer any rights or obligations hereunder without the express prior written consent of the other Party, which may not be unreasonably withheld. Nothing in the JSMA is intended or shall be construed to confer upon or give to any person or entity any rights as a third party beneficiary of the JSMA or any Party thereof. 12. Indemnification. 12.1. Vertex shall promptly indemnify Bunker One and pay any and all damages, losses, liabilities, costs and expenses, including reasonable attorneys' fees, incident to any suits, actions, investigations, claims or proceedings suffered, sustained, incurred or required to be paid by Bunker One by reason of any negligence, gross negligence and/or intentional act or omission on the part of Vertex in rendering services hereunder, or any breach or failure of observance or performance of any representation, warranty, covenant or agreement made by Vertex hereunder.

Source: VERTEX ENERGY INC., 8-K, 1/13/2020





12.2. Bunker One shall promptly indemnify Vertex and pay any and all damages, losses, liabilities, costs and expenses, including reasonable attorneys' fees, incident to any suits, actions, investigations, claims or proceedings suffered, sustained, incurred or required to be paid by Vertex by reason of any negligence, gross negligence and/or intentional act or omission on the part of Bunker One in rendering services hereunder, or any breach or failure of observance or performance of any rep- resentation, warranty, covenant or agreement made by Bunker One hereunder. 12.3. This clause shall survive termination of this JSMA. 13. Law and jurisdiction. 13.1. This Agreement shall be governed, interpreted and construed in accordance with the laws of the State of Alabama, without giving effect to its conflict of laws provisions. Any dispute arising out of or in connection with this JSMA, including without limitation any question regarding its existence, validity or termination, that is not resolved in accordance with the provisions set forth below in Section 13.3, shall be submitted to the exclusive jurisdiction of the United States District Court for the Southern District of Alabama in the City of Mobile, unless that court does not have subject-matter jurisdiction or declines jurisdiction, in which case any such dispute shall be submitted to the exclusive jurisdiction of the State Court for the State of Alabama, City of Mobile, as described in the following paragraphs. Any counterclaim arising out of, or in connection with, the dispute shall be brought in the same proceeding. 13.2. Each Party submits to the jurisdiction of the United States District Court for the Southern District of Alabama. Each Party waives, to the fullest extent permitted by applicable law, any objection to venue in the United States District Court for the Southern District of Alabama or to or any claim of inconvenient forum of such court or of sovereign immunity. Each Party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any proceeding relating to this JSMA. 13.3. Arbitration. 13.3.1 Resolution of Disputes. If a Dispute arises between the parties, the parties agree to use the following procedures in good faith to resolve such Dispute promptly and non judicially. For purposes of this Agreement, Dispute shall mean any alleged material breach of any representation, warranty or obligation herein, or a disagreement regarding the interpretation, performance or nonperformance of any provision thereof, or the validity, scope and enforceability of these dispute resolution procedures, or any dispute regarding any damages arising from the termination of this Agreement. Any party may give written notice to any other party of the existence of a Dispute (a Dispute Notice). 13.3.2 Negotiation. Within five (5) days after delivery of any Dispute Notice the parties involved in the Dispute shall meet at a mutually agreeable time and place and thereafter as often as they deem reasonably necessary to exchange relevant information and attempt in good faith to negotiate a resolution of the Dispute. If the Dispute has not been resolved within ten (10) days after the first meeting of the parties, or, if the party receiving the Dispute Notice will not meet within ten (10) days after receipt of the Dispute Notice, then either party may, by delivering notice to the other party, commence arbitration proceedings.

Source: VERTEX ENERGY INC., 8-K, 1/13/2020





13.3.3 General Dispute Resolution Provisions. (a) All deadlines specified in this Section 13.3 may be extended by mutual agreement. The procedures specified in this Section 13.3 are an essential provision of this Agreement and are legally binding on the parties. These procedures shall be the sole and exclusive procedures for the resolution of any Dispute between the parties arising out of or relating to this Agreement. Any and all actions to enforce the obligations under this Section 13.3 shall be brought in any court specified in Section 13.1. (b) The parties acknowledge that the provisions of this Section 13.3 are intended to provide a private resolution of Disputes between them. Accordingly, all documents, records, and other information relating to the Dispute shall at all times be maintained in the strictest confi- dence and not disclosed to any third party, other than the arbitrators, except where specifically allowed hereunder. All proceedings, communications and negotiations pursuant to this Section 13.3 are confidential. In the event of any judicial challenge to, or enforcement of, any order or award hereunder, any party may designate such portions of the record of such proceedings, communications, and negotiations as such party deems appropriate to be filed under seal. All pro- ceedings, communications and negotiations pursuant to this Section 13.3 shall be treated as com- promise negotiations for all purposes, including for purposes of the US Federal Rules of Evidence and state rules of evidence. None of the statements, disclosures, offers, or communications (or other assertions made in any proceeding or negotiation) made pursuant to this Section 13.3 shall be deemed admissions, nor shall any of said statements, disclosures, offers, communications or assertions be admissible for any purpose other than the enforcement of the terms of this Section 13.3. (c) The parties agree to act in good faith to comply with all of their respective obligations under this Agreement as much as possible as if there were no Dispute during any pending mediation or arbitration hereunder. (d) The parties agree that the terms of this Section 13.3 shall survive the termination or expiration of this Agreement. (e) WAIVER OF JURY TRIAL. The parties agree to have any Dispute that is not resolved pursuant to the procedures established in Section 13.3(a) - (c) decided by neutral arbitration as provided in this Section 13.3(e) and the parties are giving up any rights they might possess to have the Dispute litigated in a court or by a jury trial. The parties are giving up their judicial rights to discovery and appeal, unless such rights are specifically included in this Section 13.3(e). The parties acknowledge and agree that their agreement to this arbitration provision is voluntary. FOR THE AVOIDANCE OF DOUBT AND IN FURTHERANCE OF THE FOREGOING, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. 13.4 Each Party agrees to the service of any court process by registered or certified U.S. mail (return receipt requested) or by express mail courier delivered to the Party at its last designated address. In

Source: VERTEX ENERGY INC., 8-K, 1/13/2020





addition, each party agrees that any other method of service allowed by Alabama law may be used. All process and any accompanying complaint or other pleadings shall be in the English language and do not require officialization. 13.5 The United Nations Convention on Contracts for the International Sale of Goods of Vienna 1980 shall not apply to this JSMA. 14. Merger. 14.1. The JSMA is a complete and exclusive statement of all terms and conditions governing the activities contemplated by the JSMA, and supersedes all prior agreements between the parties, written or oral, relating hereto. Unless identified in the JSMA (i.e. sales agreement, terminaling agreements, charter party agreements, etc.) or subsequently documented in writing, no other contract or course of dealing between the Parties, and no statement of any agent, employee or representa- tive of either Party shall be admissible in construing the terms of the JSMA. Each Party affirms that no representations have been made by the other Party, or relied on by it, in entering into this JSMA. 15. Severability of Provisions. 15.1. The invalidity, illegality or unenforceability of any one or more of the provisions of the JSMA, other than the FCPA provision, shall in no way affect or impair the validity and enforceability of the remaining provisions hereof. 16. Notices. 16.1. All notices and other communications given under the JSMA shall be in writing (including, without limitation, by fax and email) and shall be effective upon receipt by the addressee. 17. Waiver. 17.1. No failure or any delay on the part of a Party exercising any rights hereunder shall operate as a waiver of any such rights. No waiver of any default or breach of any provision of this JSMA shall be deemed a continuing waiver or waiver of any other breach or default. 18. Anti-Bribery/Corruption. 18.1. Each Party, and any agent or representative of any Party acting at such Party's direction, on such Party's behalf, or for such Party's benefit, in any way related to this Agreement (collectively, Concerned Persons), will be familiar with and comply with (i) the provisions of the United States Foreign Corrupt Practices Act (15 U.S.C.A. §§ 78dcl-1 et seq. (1997 & Supp. 2004)), including any amendments which may be effected during the term hereof (ii) the Laws of the country of incor- poration of such Party or such Party's ultimate parent company or the principal place of business of such ultimate parent company; or (m) the principles described in the Convention on Combating Bribery of Foreign Public Officials in International Business Transactions signed in Paris in December 19, 1997, which entered into force on February 15, 1999 and the Conventions Commentaries

Source: VERTEX ENERGY INC., 8-K, 1/13/2020





or the UK Bribery Act 2010. In particular, in carrying out any duties under this Agreement, no Concerned Person will make or offer to make the payment of money or anything else of value to: a. any government official of any country, b. any political party of any country, c. any candidate of any political party of any country, d. any other person, while knowing or having reason to know, that such person will make a payment to a government official, political party, or a candidate of a political party of any country. 18.2. Any breach of this Paragraph by a Concerned Person will result in the termination of this Agreement and will obligate the return of any amounts paid hereunder to such Concerned Person. 19. Board of Directors meetings. During the Term of this JSMA, provided that Bunker One, directly or indirectly, consummates the capital investment described in the Term Sheet, Vertex shall permit a representative of Bunker One, reasonably acceptable to a majority of Vertex's Board of Directors (it being understood that Carlos G. Torres, Sara Shipman Myers and Peter Zachariassen meet such criteria), to attend all meetings of the Board of Directors of Vertex and its committees (committees defied as Audit and Nominating Committee and any special committee formed to consider extraordinary transac- tions) in a non-voting observer capacity and, in this respect, shall give such representative of Bunker One copies of all notices, minutes, consents and other material that Vertex provides to its directors and committee members, provided, that Vertex reserves the right to withhold any in- formation and to exclude such representative from any meeting or portion thereof if Vertex de- termines, upon advice of counsel, such withholding or exclusion is necessary to preserve the at- torney-client privilege between Vertex and its counsel or would result in disclosure of trade se- crets. Bunker One agrees, and any representative of Bunker One will agree, to hold in confidence any confidential information provided to or learned by it in connection with its rights under this section. The confidentiality provisions hereof will survive termination of the Term.

Source: VERTEX ENERGY INC., 8-K, 1/13/2020





APPENDIX A: (SEE INTERTEK REPORT OF ANALYSIS to include IFO-180, IFO-380 and DMA) APPENDIX B: Storage Agreement. IN WITNESS WHEREOF, THE PARTIES HERETO HAVE HEREBY EXECUTED THIS AGREEMENT AS OF THE DATE FIRST WRITTEN ABOVE. Bunker One, Inc. /s/ Sara Shipman Myers Name: Sara Shipman Myers Vertex Energy Operating, LLC

Name: Ben Cowart

Source: VERTEX ENERGY INC., 8-K, 1/13/2020

Answer:

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