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.

Q: 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 AEREAS 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 AEREAS BRASILEIRAS S/A, a company incorporated under the laws of Brazil, the registered office of which is located at Avenida Marcos Penteado de Ulhoa Rodrigues, 939 - Edif. Castello Branco Office Park - Torre Jatoba - 9 andar - CEP 06460-040 - Alphaville Industrial - Barueri - Sao 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'interet economique established under articles L.251-1 to L251-23 of the French Commercial Code, whose registered office is at 1 allee 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 Agencia Nacional de Aviacao 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 Sao 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 n600, 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 - Helicopteros do Brasil - Air Bus Helicopters Rodovia Dom Pedro I - Km 87 - Pista Norte Condominio Barao de Maua - Atibaia - Sao 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 - Helicopteros do Brasil - Air Bus Helicopters Rodovia Dom Pedro I - Km 87 - Pista Norte Condominio Barao de Maua - Atibaia - Sao 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 Informacoes Economico-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 Mendes-France - 75013 PARIS - FRANCE Bank Code: [*****] Branch Code: [*****] Beneficiary: Avions de Transport Regional 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, allee 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 Jatoba - 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 AEREAS 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 [*****] [*****] EXCITERIGNITION 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/REGULATOROXYGEN 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 [*****] [*****] EXCITERIGNITION 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 ATRGlobal 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 - Sao 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 Regional, located 1 allee 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

A: 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?
****
Q: EXHIBIT 10.3

INTELLECTUAL PROPERTY AGREEMENT

BETWEEN

EQUIFAX INC.

AND

CERTEGY INC.

JUNE 30, 2001

TABLE OF CONTENTS

ARTICLE I DEFINITIONS............................................................................... 3 Section 1.1. Definitions..................................................................... 3

ARTICLE II CONVEYANCE OF CERTAIN ASSETS; ASSUMPTION OF CERTAIN LIABILITIES.......................... 8 Section 2.1. Transferred Equifax Assets...................................................... 8 Section 2.2. Transferred Certegy Assets...................................................... 8 Section 2.3. Assumption of Liabilities....................................................... 9 Section 2.4. Completion of Transactions...................................................... 9

ARTICLE III THIRD PARTY AGREEMENTS.................................................................. 10 Section 3.1. Third Party Agreements.......................................................... 10 Section 3.2. Required Consents............................................................... 11 Section 3.3. Discharge of Liabilities........................................................ 12

ARTICLE IV LICENSED MATERIALS....................................................................... 12 Section 4.1. Grant of Licenses by Equifax.................................................... 12 Section 4.2. Ownership of Enhancements by Certegy............................................ 15 Section 4.3. License to Marks................................................................ 15 Section 4.4. Grant of License by Certegy..................................................... 16 Section 4.5. Ownership of Enhancements by Equifax............................................ 18 Section 4.6. Data............................................................................ 19 Section 4.7. Mutual Obligations.............................................................. 19

ARTICLE V THE CLOSING............................................................................... 21 Section 5.1. Equifax Deliverables............................................................ 21 Section 5.2. Certegy Deliverables............................................................ 21

ARTICLE VI REPRESENTATIONS AND WARRANTIES........................................................... 22

ARTICLE VII INDEMNIFICATION......................................................................... 22 Section 7.1. Certegy Indemnification of the Equifax Group.................................... 22 Section 7.2. Equifax Indemnification of the Certegy Group.................................... 23 Section 7.3. Insurance and Third Party Obligations........................................... 23

ARTICLE VIII INDEMNIFICATION PROCEDURES............................................................. 23 Section 8.1. Notice and Payment of Claims.................................................... 23 Section 8.2. Notice and Defense of Third Party Claims........................................ 23

ARTICLE IX CONFIDENTIALITY.......................................................................... 25 Section 9.1. Exclusions...................................................................... 25 Section 9.2. Confidentiality................................................................. 25 Section 9.3. Employee Confidentiality Agreements............................................. 26

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Section 9.4. Rights and Remedies............................................................. 27 Section 9.5. Competitive Activities.......................................................... 27 Section 9.6. No Implied Rights............................................................... 27

ARTICLE X CONTINUED ASSISTANCE...................................................................... 28 Section 10.1. Continued Assistance and Transition............................................. 28 Section 10.2. Records and Documents........................................................... 28 Section 10.3. Litigation Cooperation.......................................................... 29

ARTICLE XI MISCELLANEOUS............................................................................ 29 Section 11.1. Expenses........................................................................ 29 Section 11.2. Notices......................................................................... 29 Section 11.3. Amendment and Waiver............................................................ 30 Section 11.4. Entire Agreement................................................................ 30 Section 11.5. Parties in Interest............................................................. 31 Section 11.6. Further Assurances and Consents................................................. 31 Section 11.7. Severability.................................................................... 31 Section 11.8. Governing Law................................................................... 31 Section 11.9. Counterparts.................................................................... 31 Section 11.10. Disputes........................................................................ 32 Section 11.11. Force Majeure................................................................... 32 Section 11.12. Documentation................................................................... 32

Section 11.13. Headings........................................................................ 32

EXHIBIT A - CERTEGY GROUP EXHIBIT B - TRANSFERRED EQUIFAX ASSETS EXHIBIT C - EQUIFAX THIRD PARTY AGREEMENTS - TRANSFERS

EXHIBIT E - TRANSFERRED CERTEGY ASSETS EXHIBIT F - CERTEGY THIRD PARTY AGREEMENTS - TRANSFERS EXHIBIT G - CERTEGY THIRD PARTY AGREEMENTS - RIGHTS GRANTED EXHIBIT H - SPECIFIED EQUIFAX LIABILITIES EXHIBIT I - SPECIFIED CERTEGY LIABILITIES EXHIBIT J - LICENSED EQUIFAX MATERIALS EXHIBIT K - LICENSED CERTEGY MATERIALS EXHIBIT L - UTILITY SOFTWARE PROGRAMS EXHIBIT M - OTHER IP ASSETS EXHIBIT N - PROJECTED MIPS

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EXHIBIT 99.5

INTELLECTUAL PROPERTY AGREEMENT

THIS INTELLECTUAL PROPERTY AGREEMENT (Agreement), dated as of June 30, 2001, is entered into by Equifax Inc., a Georgia corporation (Equifax), and Certegy Inc., a Georgia corporation (Certegy).

BACKGROUND

A. Certegy is a wholly owned subsidiary of Equifax formed among other reasons for the purpose of taking title to the intellectual property assets and assuming the associated liabilities related to the business operations of the Certegy Group (as defined below).

B. The Board of Directors of Equifax has determined that it is in the best interests of Equifax and its shareholders to transfer, assign and/or license to, or acquire on behalf of, Certegy and Designated Certegy Members (defined below), as part of the contribution to the capital of Certegy, certain intellectual property assets used in the business operations of the Certegy Group as described herein and currently utilized to operate the Certegy Business (as defined below), and to receive in exchange therefor the consideration described in the Distribution Agreement (as defined below).

C. The Board of Directors of Certegy has determined that it is in the best interests of Certegy and its shareholders to transfer, assign and/or license to, or acquire on behalf of, Equifax and Designated Equifax Members (defined below) certain intellectual property assets.

D. The parties intend that the Distribution (as defined in the Distribution Agreement) not be taxable to Equifax or its shareholders pursuant to Section 355 of the Code (as defined below).

E. Equifax and its Affiliates (defined below) own certain intellectual property that is used in, or may be useful in, the conduct of the business operations of the Equifax Group (defined below) and/or the Certegy Group. Equifax and Certegy have determined that subject to the terms herein: (1) ownership of certain of such intellectual property shall be transferred to the entity specified in this Agreement on or before the Distribution Date (defined below); (2) certain intellectual property owned by Equifax and/or its Affiliates shall be licensed to the entity(ies) specified in this Agreement on or before the Distribution Date; and (3) the respective rights and obligations of Equifax and/or its Affiliates under certain Third Party Agreements (defined below) shall be acquired, assumed or otherwise transferred to the entity(ies) specified in this Agreement, subject to the consent of the applicable Third Party Provider (defined below).

F. The parties have determined that it is necessary and desirable to describe the principal transactions required to effect the allocation of their respective intellectual property rights in conjunction with the Distribution and to set forth other agreements that will govern certain other matters regarding the parties' respective intellectual property rights following the Distribution.

NOW, THEREFORE, in consideration of the foregoing premises, the mutual agreements and covenants contained in this Agreement, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1. Definitions

As used herein, the following terms have the following meanings:

(a) Action means any claim, suit, arbitration, inquiry, proceeding or investigation by or before any court, governmental or other regulatory or administrative agency or commission or any other tribunal.

(b) Affiliate means, with respect to Equifax, any Person, which, whether directly or indirectly, is Controlled by or is under common Control with Equifax

prior to the Distribution Date.

(c) Certegy Business means the businesses conducted by the members of the Certegy Group as of the Distribution Date.

(d) Certegy Continued Use Materials means any and all IP Assets (other than Transferred Assets) owned and/or held by a member of the Equifax Group that satisfy each of the following criteria: (i) such IP Assets were used in the Certegy Business during the twelve (12) calendar months prior to the Distribution Date and for which a continuing business requirement exists on the Distribution Date, and (ii) such IP Assets or the services, information or deliverables produced with such IP Assets (A) are not made commercially available by the Equifax Group to third parties on the Distribution Date, and (B) are not made available to the Certegy Group after the Distribution Date pursuant to the Intercompany Data Purchase Agreement or the Transition Support Agreement.

(e) Certegy Enhancements means software and/or associated documentation created by or for any member of the Certegy Group on or after the Closing Date, that provides processing capabilities, functionality or efficiencies, maintenance, bug fixes or updates not contained in the Transferred Equifax Assets as of the Closing Date and which is intended for use with and requires a portion of the Transferred Equifax Assets in order to function properly.

(f) Certegy Group means the entities set forth on Exhibit A and any of their respective subsidiaries.

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(g) Certegy Indemnitees has the meaning given in Section 7.2.

(h) Certegy Liabilities means all unsatisfied Liabilities, whether arising before, on or after the Distribution Date, based upon or arising out of the ownership, use or possession by the Certegy Group of the Transferred Equifax Assets, the Licensed Equifax Materials or the Equifax Marks.

(i) Certegy Third Party Use Rights means the rights granted to or secured for Equifax or one or more Designated Equifax Members pursuant to Section 3.1(b)(ii).

(j) Closing Date means the Effective Time, as defined in the Distribution Agreement.

(k) Code means the Internal Revenue Code of 1986, as amended.

(l) Company Information means collectively the Proprietary Information and the Confidential Information of the disclosing party. Company Information also includes information that has been disclosed to Equifax or any of its Affiliates prior to the Distribution Date, or to any member of either Group after the Distribution Date, by a third party subject to an obligation to treat such information as confidential or secret.

(m) Confidential Information means any and all confidential business information of the disclosing party that does not constitute Proprietary Information and that is the subject of efforts by the disclosing party that are reasonable under the circumstances to maintain its secrecy and confidentiality, including without limitation, the existence and nature of the relationship between the parties, employees of the disclosing party, and any and all additional information disclosed by the disclosing party to the receiving party as a result of the receiving party's access to and presence at the disclosing party's facilities.

(n) Control means the ownership, directly or indirectly, of more than fifty percent (50%) of the voting shares of an entity, or other possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, or the power to veto major policy decisions of any such entity, whether through the ownership of voting securities by contract, or otherwise.

(o) Derivative Work means a work based on one or more pre-existing works, including without limitation, a condensation, transformation, expansion or adaptation, that would constitute a copyright infringement if prepared without authorization of the owner of the copyright of such pre-existing work.

(p) Designated Certegy Member means a member of the Certegy Group, as designated by Certegy in its sole discretion.

(q) Designated Equifax Member means a member of the Equifax Group, as designated by Equifax in its sole discretion.

(r) Disputes has the meaning given in the Distribution Agreement.

3

(s) Distribution Agreement means that certain Distribution Agreement entered into on or prior to the Distribution Date between Equifax and Certegy, as amended from time to time.

(t) Distribution Date means the day as of which the Distribution shall be effective, as determined by the Board of Directors of Equifax, or such committee

of such Board of Directors as shall be designated by the Board of Directors of Equifax.

(u) Divested Business means the sale or other transfer of a member of either Group, or a portion of the business operations of any such member, to an unrelated third party after the Distribution Date.

(v) Equifax Business means the businesses now or formerly conducted by Equifax and its present and former Affiliates, other than the Certegy Business.

(w) Equifax Continued Use Materials means any and all IP Assets (other than Transferred Assets) owned and/or held by a member of the Certegy Group that satisfy each of the following criteria: (i) such IP Assets were used in the Equifax Business during the twelve (12) calendar months prior to the Distribution Date and for which a continuing business requirement exists on the Distribution Date, and (ii) such IP Assets or the services, information or deliverables produced with such IP Assets (A) are not made commercially available by the Certegy Group to third parties on the Distribution Date, and (B) are not made available to the Equifax Group after the Distribution Date pursuant to the Intercompany Data Purchase Agreement or the Transition Support Agreement.

(x) Equifax Enhancements means software and/or associated documentation created by or for any member of the Equifax Group on or after the Closing Date, that provides processing capabilities, functionality or efficiencies, maintenance, bug fixes or updates not contained in the Transferred Certegy Assets on the Closing Date and which is intended for use with and requires a portion of the Transferred Certegy Assets in order to function properly.

(y) Equifax Group means Equifax and its Affiliates existing on the Distribution Date and as modified from time to time thereafter, excluding all members of the Certegy Group.

(z) Equifax Indemnitees has the meaning given in Section 7.1.

(aa) Equifax Liabilities means all unsatisfied Liabilities, whether arising before, on or after the Distribution Date, based upon or arising out of the ownership, use or possession by the Equifax Group of the Transferred Certegy Assets or the Licensed Certegy Materials.

(bb) Equifax Marks mean the Marks owned by Equifax or its Affiliates.

(cc) Equifax Third Party Use Rights means the rights granted to or secured for Certegy or one or more Designated Certegy Members pursuant to Section 3.1(a)(ii).

(dd) Group means the Certegy Group and/or the Equifax Group.

(ee) Indemnifiable Losses has the meaning given in Section 7.1.

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(ff) Indemnified Party has the meaning given in Section 8.1.

(gg) Indemnifying Party has the meaning given in Section 8.1.

(hh) Intercompany Data Purchase Agreement means that certain Intercompany Data Purchase Agreement entered into on or prior to the Distribution Date between Equifax and Certegy, as amended from time to time.

(ii) IP Assets means all intellectual property rights in and to any ideas, trade secrets, specifications, designs, masks, mask works, copyrights, patents, Marks and other proprietary rights, of every kind and description, wherever located, including without limitation, all electronic circuit designs, works of authorship, databases, compositions of matter, computer software (whether such computer software constitutes custom software, firmware or systems created by, or for the exclusive use of either party, or otherwise), algorithms, and works of authorship expressing such algorithms.

(jj) Liabilities means any and all claims, debts, liabilities and obligations, absolute or contingent, matured or not matured, liquidated or unliquidated, accrued or unaccrued, known or unknown, whenever arising, with respect to a specified object, matter, contract, commitment or undertaking, including without limitation, all claims, debts, liabilities and obligations arising under any law, rule, regulation, action, order or consent decree of any governmental entity or any award of any arbitrator of any kind, related thereto or arising under any contract, commitment or undertaking relating to such specified object, matter, contract, commitment or undertaking.

(kk) Licensed Certegy Materials means those IP Assets identified on Exhibit K and the Equifax Continued Use Materials.

(ll) Licensed Equifax Materials means those IP Assets identified on Exhibit J and the Certegy Continued Use Materials.

(mm) Licensed Materials means the Licensed Certegy Materials and/or Licensed Equifax Materials.

(nn) Marks means trademarks, service marks, domain names, tradenames, and other slogans, designs and distinctive advertising, whether or not registered or filed with any governmental agency.

(oo) Person means an individual, partnership, joint venture, association,

corporation, limited liability company, trust or any other legal entity.

(pp) Proprietary Information means all non-public information whether tangible or intangible related to the services or business of the disclosing party that (i) derives economic value, actual or potential, from not being generally known to or readily ascertainable by another Person who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts by the disclosing party that are reasonable under the circumstances to maintain its secrecy, including without limitation, (A) marking any information reduced to tangible form clearly and conspicuously with a legend identifying its confidential or proprietary nature; (B) identifying any

5

oral communication as confidential immediately before, during, or after such oral communication; or (C) otherwise treating such information as confidential or secret. Assuming the criteria in clauses (i) and (ii) above are met, Proprietary Information includes information, without regard to form, including, but not limited to, technical and nontechnical data, databases, formulas, patterns, designs, compilations, computer programs and software, devices, inventions, methods, techniques, drawings, processes, financial data, financial plans, product plans, lists of actual or potential customers and suppliers (which are not commonly known by or available to the public), research, development, and existing and future products.

(qq) Related Agreements means all of the written agreements, instruments, understandings, assignments or other arrangements entered into in connection with the transactions contemplated hereby (other than this Agreement), including without limitation, the Distribution Agreement, Intercompany Data Purchase Agreement and Transition Support Agreement.

(rr) Representatives means, individually and collectively, officers, directors, employees, agents, and/or independent contractors of each member of the Group.

(ss) Required Consents means any consents or approvals required to be obtained (i) to allow the transfer of any assets to and the assumption of the obligations attendant therewith by a party and release of the transferring party from such obligations; (ii) to allow a party to assume financial, support, operational, management and/or administrative responsibility for the Third Party Rights utilized in the operation of the Equifax Business or Certegy Business, respectively; (iii) for the licensing, acquiring, transfer and/or grant of the rights to the Equifax Group or Certegy Group, respectively, to use the Third Party Rights as contemplated by this Agreement; and/or (iv) for a party to have access to and use of the space, equipment, software and/or third party services provided under the Third Party Agreements entered into by the other party as contemplated by this Agreement.

(tt) Third Party Agreements means agreements, contracts or arrangements between Equifax and/or its Affiliates, on the one hand, and a Third Party Provider, on the other.

(uu) Third Party Claim has the meaning given in Section 8.2.

(vv) Third Party Provider means a Person other than a member of either Group that provides products, software, services, maintenance and/or support to Equifax or one or more of its Affiliates.

(ww) Third Party Rights means rights granted to Equifax and/or its Affiliates pursuant to a Third Party Agreement, including (i) all service, support and maintenance rights related thereto or attendant therewith, and (ii) all contractual rights, commitments, undertakings and obligations (including service, data processing, support and maintenance rights and obligations) attendant therewith or directly related thereto.

(xx) Third Party Use Rights means the respective Equifax Third Party Use Rights and Certegy Third Party Use Rights.

6

(yy) Transferred Assets means the Transferred Equifax Assets and Transferred Certegy Assets.

(zz) Transferred Equifax Assets means the assets to be acquired on behalf of, or transferred to, Certegy or one or more Designated Certegy Members as described in Section 2.1.

(aaa) Transferred Equifax Third Party Agreements means the Third Party Agreements, the rights and obligations of which are to be acquired on behalf of, or transferred to, Certegy or one or more Designated Certegy Members pursuant to Section 3.1(a)(i).

(bbb) Transferred Certegy Assets means the assets to be acquired on behalf of, or transferred to, Equifax or the one or more Designated Equifax Members as described in Section 2.2.

(ccc) Transferred Certegy Third Party Agreements means the Third Party Agreements, the rights and obligations of which are to be acquired on behalf of, or transferred to, Equifax or one or more Designated Equifax Members pursuant to Section 3.1(b)(i).

(ddd) Transferred Third Party Agreements means the respective Transferred Equifax Third Party Agreements and/or the Certegy Transferred Third Party Agreements.

(eee) Transition Support Agreement means that certain Transition Support Agreement entered into on or prior to the Distribution Date between Equifax and Certegy, as amended from time to time.

(fff) Utility Software Programs means the software programs set forth on Exhibit L.

ARTICLE II

CONVEYANCE OF CERTAIN ASSETS; ASSUMPTION OF CERTAIN LIABILITIES

Section 2.1. Transferred Equifax Assets.

Effective as of the Closing Date, and subject to Sections 2.3 and 2.4 and Article III hereof, Equifax agrees, at its expense, to transfer, or cause to be transferred, to Certegy or to a Designated Certegy Member all right, title and interest held by Equifax and/or its Affiliates as of the Closing Date in and to each of the assets identified on Exhibit B hereto, subject to the retained rights described therein. Except as set forth on Exhibit B, no other assets (other than Transferred Equifax Third Party Agreements) are being transferred by Equifax (or a member of the Equifax Group) pursuant to this Agreement.

Section 2.2. Transferred Certegy Assets.

Effective as of the Closing Date, and subject to Sections 2.3 and 2.4 and Article III hereof, Certegy agrees to transfer, or cause to be transferred, to Equifax or to a Designated Equifax Member all right, title and interest held by the members of the Certegy Group as of the Closing Date in and to each of the assets identified on Exhibit E, subject to the retained rights

7

described therein. Except as set forth on Exhibit E, no other assets (other than Transferred Certegy Third Party Agreements) are being transferred by Certegy (or a member of the Certegy Group) pursuant to this Agreement. The expenses payable to third parties that are not members of either Group to effect such transfers shall be the financial responsibility of Equifax.

Section 2.3. Assumption of Liabilities.

(a) As of the Closing Date, Equifax shall, or shall cause the respective Designated Equifax Member to, assume all payment and performance obligations attendant with the Transferred Certegy Assets and the Equifax Liabilities, including, without limitation, the Liabilities identified on Exhibit H.

(b) As of the Closing Date, Certegy shall, or shall cause the respective Designated Certegy Member to, assume all payment and performance obligations attendant with the Transferred Equifax Assets and the Certegy Liabilities, including, without limitation, the Liabilities identified on Exhibit I.

Section 2.4. Completion of Transactions.

(a) In the event that any conveyance of a Transferred Asset, Transferred Third Party Agreement, or the provision of a Third Party Right or Third Party Use Right, or assumption of any Liability, required by this Agreement is not effected on or before the Closing Date, the obligation to transfer such Transferred Asset or Transferred Third Party Agreement, provide such Third Party Right or Third Party Use Right, and assume such Liability shall continue past the Closing Date and shall be effected by the parties as soon thereafter as practicable; provided, however, that neither party shall be obligated under this paragraph to transfer any Transferred Third Party Agreement and/or provide Third Party Use Rights that either (i) did not exist as of the Closing Date or (ii) are no longer required by the party who is the intended transferee of the respective Third Party Agreement or is entitled to receive the Third Party Use Rights for the continued operation of such party's business.

(b) If any Transferred Asset or Transferred Third Party Agreement may not be transferred or acquired by reason of a requirement to obtain a Required Consent or any other approval of any third party and such Required Consent or other approval has not been obtained by the Closing Date, then such Transferred Asset or Transferred Third Party Agreement shall not be transferred or acquired until such Required Consent or other approval has been obtained. Equifax and Certegy shall, and as the case may be, shall cause the member of its respective Group which is the holder of such Transferred Asset or Transferred Third Party Agreement prior to transfer, to use all reasonable efforts to provide to the applicable member of the other Group all the rights and benefits under such Transferred Asset or Transferred Third Party Agreement and to cause such holder to enforce such Transferred Asset or Transferred Third Party Agreement for the benefit of such member of the other Group; provided, however, that the foregoing obligation shall not, in any way, require Equifax, Certegy or any member of a respective Group to breach any Transferred Third Party Agreement or incur or suffer any liability with respect to any Transferred Third Party Agreement. Moreover, if any transfer of a Transferred Asset or Transferred Third Party Agreement or provision of a Third Party Right or Third Party Use Right, is not completed by the Closing Date in accordance with this Agreement for any reason, each of

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Equifax and Certegy shall, and shall cause the members of its Group to, cooperate in achieving a reasonable alternative arrangement for the affected members of the Groups to obtain the economic and operational equivalent of the intended transfer of such Transferred Asset or Third Party Agreement and/or provision of such Third Party Right or Third Party Use Right, and assumption of the attendant Liabilities, with minimum interference to such members' business operations until such transfer of such Transferred Asset or Third Party Agreement, and/or provision of such Third Party Right or Third Party Use Right, is completed. The costs payable to third parties that are not members of either Group to achieve any such reasonable alternative arrangement shall be the financial responsibility of Equifax.

(c) From time to time on and after the Closing Date, each party shall promptly transfer, and cause the appropriate members of its Group promptly to transfer, to the other party, or the designated member of the other party's Group, any property and other benefits received by such party, or the members of its Group, that are intended to be or are a Transferred Asset or Transferred Third Party Agreement of the other party under this Agreement. Without limiting the foregoing, funds received by a member of either Group that belong to a member of the other Group (whether by payment of accounts receivable, credits, rebates or other amounts, however described) shall be delivered to the other Group by wire transfer not more than five (5) business days after receipt of such payment.

ARTICLE III

THIRD PARTY AGREEMENTS

Section 3.1. Third Party Agreements.

(a) Effective as of the Closing Date, Equifax shall (i) transfer, or cause to be transferred, to Certegy or a Designated Certegy Member, or acquire on Certegy's behalf, the rights and obligations of Equifax and its Affiliates in and to the Third Party Agreements identified on Exhibit C (including all Third Party Rights related thereto) and (ii) grant rights to or secure rights (including rights as an authorized user) for Certegy or a Designated Certegy Member under the Third Party Agreements identified on Exhibit D, in each case, subject to the respective payment obligations or other terms set forth on Exhibit C and Exhibit D.

(b) Effective as of the Closing Date, Certegy shall (i) transfer, or cause to be transferred, to Equifax or a Designated Equifax Member, or acquire on Equifax's behalf, the rights and obligations of the members of the Certegy Group in and to the Third Party Agreements identified on Exhibit F (including all Third Party Rights related thereto) and (ii) grants rights to or secure rights (including rights as an authorized user) for Equifax or a Designated Equifax Member under the Third Party Agreements identified on Exhibit G, in each case, subject to the respective payment obligations or other terms set forth on Exhibit F and Exhibit G.

(c) Unless as expressly provided hereunder, neither party shall have any obligation to transfer, have transferred or acquire any Third Party Rights or Third Party Use Rights for or on behalf of the other party.

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(d) Without limiting each party's specific obligations pursuant hereto (or in any separate agreement) with respect to Third Party Rights and Third Party Use Rights, each of Certegy and Equifax agrees to, in connection with its use of, exploitation of and performance pursuant to any Third Party Rights or Third Party Use Rights, including, without limitation, such party's rights to use, copy, exploit, distribute, display, copy and sublicense any software secured for or granted to such party pursuant to such Third Party Rights or Third Party Use Rights, comply with the terms, scope, restrictions and provisions (including, without limitation, usage limitations) of any Third Party Rights or Third Party Agreements that govern such Third Party Rights or Third Party Use Rights. A failure to comply with this paragraph shall constitute a breach of this Agreement.

Section 3.2. Required Consents.

(a) Equifax with respect to Transferred Equifax Third Party Agreements and Equifax Third Party Use Rights, and Certegy with respect to Transferred Certegy Third Party Agreements and Certegy Third Party Use Rights, shall, or shall cause the appropriate member of its respective Group to, use its reasonable commercial efforts to obtain the grant to the applicable member of the other Group, the Required Consents from the Third Party Providers under such respective Third Party Agreements as necessary to effect the provisions of this Agreement. Each party will provide the other party with advice on its experience and agreements with the Third Party Providers with regard to obtaining any Required Consent under such Third Party Agreements. Equifax and Certegy will each have management and administrative responsibilities for obtaining all Required Consents required as of the Closing Date to which a member of its respective Group is a party. Equifax shall have the right of prior approval of the terms upon which all Required Consents are obtained.

(b) Except as otherwise provided in Section 3.1 and the exhibits referenced therein, Equifax shall bear the costs payable to third parties that are not members of either Group, if any, of obtaining all Required Consents, including without limitation, all charges and fees related to obtaining the Required

Consents for the Transferred Third Party Agreements and Third Party Use Rights.

(c) Equifax and Certegy shall use reasonable commercial efforts to obtain all Required Consents with regard to Transferred Third Party Agreements and Third Party Use Rights within one hundred eighty (180) days after the Closing Date, unless otherwise agreed by the parties in writing. Until all Required Consents are obtained, Equifax and Certegy shall each periodically publish a list setting forth the status of each Required Consent for which a member of its respective Group is the contracting party immediately prior to the Closing Date. Equifax and Certegy shall timely cooperate with each other in order to facilitate the proper and timely publication of such periodic Required Consents list. If any Required Consent is not obtained with respect to any of the Third Party Agreements or Third Party Use Rights, the parties shall cooperate with each other in achieving a reasonable alternative arrangement for the affected Group to continue to process its work with minimum interference to its business operations until such Required Consents are obtained, including without limitation, implementing the provisions of Section 2.4(b). Except as otherwise provided in Section 3.1 and the exhibits referenced therein, the cost payable to third parties that are not members of either Group of achieving such

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reasonable alternative arrangements with respect to Third Party Rights that are a part of the Transferred Assets or Transferred Third Party Agreements shall be borne by Equifax.

(d) The financial obligations of Equifax under Sections 3.2(b) and (c) for Required Consents and alternative arrangements, shall terminate with respect to all such Required Consents and alternative arrangements not identified by the parties to each other in a writing within twelve (12) months after the Closing Date, and for all Required Consents and alternative arrangements identified thereafter, all such financial obligations shall be borne by the party needing the Required Consent or alternative arrangement to operate under or take assignment of the Third Party Agreement or to obtain such Third Party Right for which such Required Consent or alternative arrangement is required.

(e) For all periods after the Closing Date, except as set forth in Sections 3.2(b) and 3.2(c) for Required Consents and alternative arrangements, Equifax and Certegy shall each bear financial responsibility and pay the Third Party Providers, under all Transferred Third Party Agreements transferred to its respective Group pursuant to Sections 3.1(a)(i) and 3.1(b)(i) above.

Section 3.3. Discharge of Liabilities.

(a) Certegy agrees that on and after the Closing Date it will timely pay, perform and discharge, or cause to be timely paid, performed and discharged, all of the Certegy Liabilities.

(b) Equifax agrees that on and after the Closing Date it will timely pay, perform and discharge, or cause to be timely paid, performed and discharged, all of the Equifax Liabilities.

ARTICLE IV

LICENSED MATERIALS

Section 4.1. Grant of Licenses by Equifax.

(a) Equifax hereby grants, and will cause the other members of the Equifax Group to grant, to Certegy a fully paid, non-exclusive, perpetual, worldwide, non-transferable license to use, modify, copy, improve, create Derivative Works and Certegy Enhancements from, and sublicense the Licensed Equifax Materials (excluding the Utility Software Programs) solely for use in the Certegy Business and as that business may evolve and change in the future, subject to the following:

(i) Certegy shall not sublicense, or otherwise disclose or distribute, or permit any Person to use, the Licensed Equifax Materials (excluding the Utility Software Programs), except in accordance with Section 4.1(b);

(ii) Certegy shall hold the Licensed Equifax Materials (excluding the Utility Software Programs) in strict confidence; will not remove or destroy any proprietary markings of the Equifax Group on or contained in the Licensed Equifax Materials (excluding the Utility

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Software Programs); and will include the copyright and patent notices of the licensor as specified from time to time by the licensor for the Licensed Equifax Materials (excluding the Utility Software Programs) on and in all copies of the Licensed Equifax Materials (excluding the Utility Software Programs);

(iii) Certegy shall not export or re-export the Licensed Equifax Materials (excluding the Utility Software Programs) without the appropriate United States or foreign government licenses; and

(iv) all sublicenses from Certegy to members of the Certegy Group (A)

shall contain the rights and restrictions set forth in this Section 4.1(a) with respect to the license granted to Certegy and comply with Sections 4.1(b) through (d) hereof and (B) shall be diligently enforced by Certegy.

(b) The sublicense rights granted to Certegy pursuant to Section 4.1(a) include the right for Certegy to grant sublicenses to the Licensed Equifax Materials (excluding the Utility Software Programs) to the members of the Certegy Group, which sublicenses may include the right to further sublicense such Licensed Equifax Materials (excluding the Utility Software Programs) to such Group member's customers solely for each such customer's internal business purposes to the extent related to the Certegy Business. All sublicensing by Certegy and other members of the Certegy Group to any one of their customers shall be pursuant to written agreements with such customer, executed before or at the time of furnishing each copy of the Licensed Equifax Materials (excluding the Utility Software Programs) to such customer, and which provide at a minimum that such customer:

(i) receives only a personal, non-transferable and nonexclusive right to use such copy of the Licensed Equifax Materials (excluding the Utility Software Programs);

(ii) receives no title in the intellectual property contained in the Licensed Equifax Materials (excluding the Utility Software Programs);

(iii) will not copy the Licensed Equifax Materials (excluding the Utility Software Programs), except as necessary to use such Licensed Equifax Materials (excluding the Utility Software Programs) in accordance with the license grant and to make one archival copy;

(iv) will not export or re-export the Licensed Equifax Materials (excluding the Utility Software Programs) without the appropriate United States or foreign government licenses;

(v) will hold the Licensed Equifax Materials (excluding the Utility Software Programs) in confidence; will not reverse compile or disassemble the Licensed Equifax Materials (excluding the Utility

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Software Programs); will not remove or destroy any proprietary markings of the licensor on or contained in the Licensed Equifax Materials (excluding the Utility Software Programs), and will include the copyright and patent notices of the licensor as specified from time to time by the licensor for the Licensed Equifax Materials (excluding the Utility Software Programs) on and in all copies of the Licensed Equifax Materials (excluding the Utility Software Programs); and

(vi) will not sublicense, assign or otherwise transfer the Licensed Equifax Materials (excluding the Utility Software Programs) to any other Person.

(c) In the event any member of the Certegy Group sublicenses any portion of the Licensed Equifax Materials (excluding the Utility Software Programs) to any third party pursuant to Section 4.1(a) and (b) above, Certegy agrees to ensure that such member shall diligently enforce the terms and conditions of all sublicenses granted pursuant to this Section 4.1.

(d) In the event that Certegy, or another member of the Certegy Group, shall enter into a Divested Business transaction with respect to the Certegy Group, and the scope of permitted use or other terms applicable to the Licensed Equifax Materials (excluding the Utility Software Programs) under the license or sublicenses granted in this Section 4.1 are required to be modified to effect such transaction, Equifax will, or will cause the sublicensor under the applicable sublicense to, agree to such modifications to the extent (i) required for the transaction to be effected and (ii) not materially detrimental to the interests of the Equifax Group. Such modifications shall not be effective until the Divested Business or the acquiror thereof, as required by Equifax, has entered into a license agreement with the appropriate member of the Equifax Group incorporating the terms of Section 4.1 and Section 4.2 and such other terms as Equifax reasonably deems appropriate for the protection of its interests in the Licensed Equifax Materials.

(e) Without limiting the foregoing, Equifax hereby grants, and will cause the other members of the Equifax Group to grant, to Certegy a fully paid, non- exclusive, perpetual, worldwide, transferable license to use, modify, improve, create Derivative Works from, and sublicense, the Utility Software Programs (in both object and source code format) identified on Exhibit L as being owned by Equifax or a member of the Equifax Group for any and all fields of use and to any and all Persons.

(f) The Licensed Equifax Materials may be marketed under such name and in such manner as Certegy chooses, consistent with the terms and conditions of this Agreement.

(g) Except for the Certegy Group's rights described in Section 4.1(a), (b) and (e) above, the Equifax Group's rights in and to the Licensed Equifax Materials shall be and remain the exclusive property of Equifax or the members of the Equifax Group, and their respective successors and assigns.

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Section 4.2. Ownership of Enhancements by Certegy.

(a) Unless Exhibit J provides otherwise, Certegy, or the respective Designated Certegy Member, shall own all the modifications and improvements to, and the Certegy Enhancements and/or Derivative Works made from, the Licensed Equifax Materials developed by any member of the Certegy Group, or by any party other than a member of the Equifax Group at the expense of the Certegy Group. Equifax hereby assigns, and shall cause each member of the Equifax Group to assign, to Certegy, or the respective Designated Certegy Member, all right, title and interest it may hold in and to such modifications, improvements, Certegy Enhancements and Derivative Works. Certegy shall, or shall cause the respective Designated Certegy Member to, have the right to make and file all applications and other documents required to register the copyright(s) and file for patents for such modifications, improvements, Certegy Enhancements and Derivative Works in its discretion and at its sole cost and expense.

(b) Should Certegy elect to file any application for the registration, perfection or protection of any modifications, improvements, Certegy Enhancements or Derivative Works described in Section 4.2(a), under any copyright, patent or other law of any country or jurisdiction, Equifax will, at the request and expense of Certegy, do all things and sign all documents or instruments reasonably necessary in the opinion of Certegy to assist in the registration of such claims, file such applications, and obtain, defend and enforce such copyright, patent, mask work and other rights.

(c) Subject to the license rights granted in Section 4.1, as between the parties. the Licensed Equifax Materials shall be and shall remain the sole and exclusive property of the Equifax Group and the members of the Equifax Group may make any internal use and may commercially exploit any enhancements to the Licensed Materials made or caused to be made by members of the Equifax Group, as they shall deem appropriate without any obligation to any member of the Certegy Group or other restriction. The Equifax Group may in particular distribute and manufacture, or cause to be manufactured or distributed by any third party, any such enhancements and/or the Licensed Equifax Materials.

Section 4.3. License to Marks.

(a) Equifax hereby grants, and will cause each member of the Equifax Group to grant, to Certegy and each member of the Certegy Group a fully paid, non- exclusive, worldwide, non-transferable right to continue to use the Equifax Marks employed in the Certegy Business, but only to the extent such Equifax Marks were displayed by the Certegy Group prior to the Distribution Date (i) on the Transferred Equifax Assets, (ii) on premises jointly occupied with Equifax, and (iii) on letterhead, product and services documentation, invoices, software programs, packaging and similar materials used by the members of the Certegy Group, and such Equifax Marks are used in accordance with the guidelines for usage of the Equifax Marks published and amended by Equifax from time to time. Certegy will terminate the use of such Equifax Marks as soon as commercially practical but in any event within twelve (12) months after the Closing Date.

(b) Certegy hereby grants, and will cause each member of the Certegy Group to grant, to Equifax and each member of the Equifax Group a fully paid, non- exclusive, worldwide, non-

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transferable right to continue to use the Marks that were owned immediately prior to the Distribution Date by a member of the Certegy Group and employed in the Equifax Business, but only to the extent such Marks were displayed by the Equifax Group prior to the Distribution Date (i) on assets owned by Equifax or any member of the Equifax Group (other than the Transferred Assets), (ii) on premises jointly occupied with one or more members of the Certegy Group, and (iii) on letterhead, product and services documentation, invoices, software programs, packaging and similar materials used by the members of the Equifax Group, and such Marks are used in accordance with the same guidelines for usage as the Equifax Marks as described in subsection (a) above. Equifax will terminate the use of such Marks as soon as commercially practical but in any event within twelve (12) months after the Distribution Date.

Section 4.4. Grant of License by Certegy.

(a) Certegy hereby grants, and will cause the other members of the Certegy Group to grant, to Equifax a fully paid, non-exclusive, perpetual, worldwide, non-transferable license to use, modify, copy, improve, create Derivative Works and Equifax Enhancements from, and sublicense the Licensed Certegy Materials (excluding the Utility Software Programs) solely for use in the Equifax Business and as that business may evolve and change in the future, subject to the following:

(i) Equifax shall not sublicense, or otherwise disclose or distribute, or permit any Person to use, the Licensed Certegy Materials (excluding the Utility Software Programs), except in accordance with Section 4.4(b);

(ii) Equifax shall hold the Licensed Certegy Materials (excluding the Utility Software Programs) in strict confidence; will not remove or destroy any proprietary markings of the Certegy Group on or contained in the Licensed Certegy Materials (excluding the

Utility Software Programs); and will include the copyright and patent notices of the licensor as specified from time to time by the licensor for the Licensed Certegy Materials (excluding the Utility Software Programs) on and in all copies of the Licensed Certegy Materials (excluding the Utility Software Programs);

(iii) Equifax shall not export or re-export the Licensed Certegy Materials (excluding the Utility Software Programs) without the appropriate United States or foreign government license; and

(iv) all sublicenses from Equifax to members of the Equifax Group (A) shall contain the rights and restrictions set forth in this Section 4.4(a) with respect to the license granted to Equifax and comply with Sections 4.4(b) through (d) hereof and (B) shall be diligently enforced by Equifax.

(b) The sublicense rights granted to Equifax pursuant to Section 4.4(a) include the right for Equifax to grant sublicenses to the Licensed Certegy Materials (excluding the Utility

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Software Programs) to the members of the Equifax Group, which sublicenses may include the right to further sublicense such Licensed Certegy Materials (excluding the Utility Software Programs) to such Group member's customers solely for each such customer's internal business purposes to the extent related to the Equifax Business. All sublicensing by Equifax and other members of the Equifax Group to any one of their customers shall be pursuant to written agreements with such customer, executed before or at the time of furnishing each copy of the Licensed Certegy Materials (excluding the Utility Software Programs) to such customer, and which provide at a minimum that such customer:

(i) receives only a personal, non-transferable and nonexclusive right to use such copy of the Licensed Certegy Materials (excluding the Utility Software Programs);

(ii) receives no title in the intellectual property contained in the Licensed Certegy Materials (excluding the Utility Software Programs);

(iii) will not copy the Licensed Certegy Materials (excluding the Utility Software Programs), except as necessary to use such Licensed Certegy Materials (excluding the Utility Software Programs) in accordance with the license grant and to make one archival copy;

(iv) will not export or re-export the Licensed Certegy Materials (excluding the Utility Software Programs) without the appropriate United States or foreign government licenses;

(v) will hold the Licensed Certegy Materials (excluding the Utility Software Programs) in confidence; will not reverse compile or disassemble the Licensed Certegy Materials (excluding the Utility Software Programs); will not remove or destroy any proprietary markings of the licensor on or contained in the Licensed Certegy Materials (excluding the Utility Software Programs); and will include the copyright and patent notices of the licensor as specified from time to time by the licensor for the Licensed Certegy Materials (excluding the Utility Software Programs) on and in all copies of the Licensed Certegy Materials (excluding the Utility Software Programs); and

(vi) will not sublicense, assign or otherwise transfer the Licensed Certegy Materials (excluding the Utility Software Programs) to any other Person.

(c) In the event any member of the Equifax Group sublicenses any portion of the Licensed Certegy Materials (excluding the Utility Software Programs) to any third party pursuant to Section 4.4(a) and (b) above, Equifax agrees to ensure that such member shall diligently enforce the terms and conditions of all sublicenses granted pursuant to this Section 4.4.

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(d) In the event that Equifax, or another member of the Equifax Group, shall enter into a Divested Business transaction with respect to the Equifax Group, and the scope of permitted use or other terms applicable to the Licensed Certegy Materials (excluding the Utility Software Programs) under the license or sublicenses granted in this Section 4.4 are required to be modified to effect such transaction, Certegy will, or will cause the sublicensor under the applicable sublicense to, agree to such modifications to the extent (i) required for the transaction to be effected and (ii) not materially detrimental to the interests of the Certegy Group. Such modifications shall not be effective until the Divested Business or the acquiror thereof, as required by Certegy, has entered into a license agreement with the appropriate member of the Certegy Group incorporating the terms of Section 4.4 and Section 4.5 and such other terms as Certegy reasonably deems appropriate for the protection of its interests in the Licensed Certegy Materials.

(e) Without limiting the foregoing, Certegy hereby grants, and will cause

the other members of the Certegy Group to grant, to Equifax a fully paid, non- exclusive, perpetual, worldwide, transferable license to use, modify, improve, create Derivative Works from, and sublicense, the Utility Software Programs (in both object and source code format) identified on Exhibit L as being owned by Certegy or a member of the Certegy Group for any and all fields of use and to any and all Persons.

(f) The Licensed Certegy Materials may be marketed under such name and in such manner as Equifax chooses, consistent with the terms and conditions of this Agreement.

(g) Except for the Equifax Group's rights described in Section 4.4(a), (b) and (e) above, the Certegy Group's rights in and to the Licensed Certegy Materials shall be and remain the exclusive property of Certegy or the respective Designated Certegy Member.

Section 4.5. Ownership of Enhancements by Equifax.

(a) Unless Exhibit K provides otherwise, Equifax, or the respective Designated Equifax Member, shall own all the modifications and improvements to, and the Equifax Enhancements and/or Derivative Works made from, the Licensed Certegy Materials developed by any member of the Equifax Group, or by any party other than a member of the Certegy Group at the expense of the Equifax Group. Certegy hereby assigns, and shall cause each member of the Certegy Group to assign, to Equifax, or the respective Designated Equifax Member, all right, title and interest it may hold in and to such modifications, improvements, Equifax Enhancements and Derivative Works. Equifax shall, or shall cause the respective Designated Equifax Member to, have the right to make and file all applications and other documents required to register the copyright(s) and file for patents for such modifications, improvements, Equifax Enhancements and Derivative Works in its discretion and at its sole cost and expense.

(b) Should Equifax elect to file any application for the registration, perfection or protection of any modifications, improvements, Equifax Enhancements or Derivative Works described in Section 4.5(a), under any copyright, patent or other law of any country or jurisdiction, Certegy will, at the request and expense of Equifax, do all things and sign all documents or instruments reasonably necessary in the opinion of Equifax to assist in the

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registration of such claims, file such applications, and obtain, defend and enforce such copyright, patent, mask work and other rights.

(c) Subject to the license rights granted in Section 4.4, as between the parties, the Licensed Certegy Materials shall be and shall remain the sole and exclusive property of the Certegy Group and the members of the Certegy Group may make any internal use and may commercially exploit any enhancements to the Licensed Materials made or caused to be made by members of the Equifax Group, as they shall deem appropriate without any obligation to any member of the Equifax Group or other restriction. The Certegy Group may in particular distribute and manufacture, or cause to be manufactured or distributed by any third party, any such enhancements and/or Licensed Certegy Materials.

Section 4.6. Data.

In no event shall any member of either Group be deemed to have been granted any rights under this Agreement in or to any data owned or maintained by any other member of the other Group, except as specifically provided in Sections 2.1 or 2.2. The respective rights of the members of each Group in and to such data shall be governed exclusively by Sections 2.1 or 2.2 and the Intercompany Data Purchase Agreement.

Section 4.7. Mutual Obligations.

(a) The parties agree and acknowledge that, in addition to the rights granted or to be granted to the parties herein, certain other rights to software source code, object code and documentation, and trademarks and service marks related thereto, are described on Exhibit M.

(b) The parties acknowledge and agree that as of the Closing Date, the UK mainframe environment, consisting of mainframe computer hardware (Mainframe Hardware) and certain third party software (OEM Software), currently consists of three (3) logical partitions (LPARs), two (2) of which are shared between Equifax and Certegy. The parties acknowledge and agree that certain OEM Software (MIPS-Based Software) being used on the Mainframe Hardware contains limitations based upon the number of millions of instructions per second (MIPS) performed; other OEM Software (CPU-Based Software) being used on the Mainframe Hardware contains limitations based upon CPU group ratings. The parties also acknowledge and agree that they have previously determined the number of MIPS available, for each party, in excess of the current combined MIPS usage, in connection with the MIPS-Based Software (Projected MIPS), and in connection with the CPU-Based Software (Overhead MIPS), both as set forth on Exhibit N. With respect to the foregoing, the parties hereby agree as follows:

(i) Certegy agrees that it shall, no later than March 31, 2002, establish, or cause to be established, one or more new and separate LPAR(s) and that Certegy shall no longer share any LPAR with Equifax. Certegy shall be responsible for paying any and all additional software license fees, service fees, fees related to hardware, or other similar fees incurred to establish the new LPAR(s) and to migrate from the existing to the new LPAR(s). Notwithstanding anything contained herein to the contrary, if the deadline for LPAR separation is not met by Certegy prior to March 31, 2002, any costs or fees, including all

fees, costs or expenses incurred as a result of

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increased capacity or speed requirements or otherwise, incurred by either party due to the non-separation shall be borne by Certegy.

(ii) If either party, prior to or at the time of the complete separation of LPARs (described in subsection (i) above), exceeds its respective Projected MIPS for any year, and, thereafter, any of the MIPS-Based Software is required, under the terms of the respective software licenses, to be upgraded to allow usage of the additional MIPS, the party first exceeding its respective Projected MIPS (Triggering Party) shall bear the full cost and expense of upgrading the MIPS-Based Software licenses (whether or not such party ultimately caused the MIPS limitations to be exceeded). Notwithstanding the foregoing, at any time after an upgrade to a MIPS-Based Software license is purchased, if the non-Triggering Party exceeds its Projected MIPS during a respective year, such non-Triggering Party shall pay the Triggering Party an amount equal to the total cost to the Triggering Party of purchasing the upgrade multiplied by a fraction, the numerator of which is the number of MIPS used by the non-Triggering Party that exceeds its original Projected MIPS, and the denominator of which is the total number of MIPS permitted or allowable pursuant to the MIPS-Based Software upgrade, but excluding the total number of MIPS permitted prior to the upgrade.

(iii) If either party, prior to or at the time of the complete separation of LPARs (described in subsection (i) above), exceeds its respective Overhead MIPS for any year, and, thereafter, the CPU-Based Software is required, under the terms of the respective software licenses, to be upgraded to allow usage of the additional MIPS, the party first exceeding its respective Overhead MIPS (CPU Triggering Party) shall bear the full cost and expense of upgrading the CPU-Based Software licenses (whether or not such party ultimately caused the MIPS limitations to be exceeded). Notwithstanding the foregoing, at any time after an upgrade to a CPU-Based Software license is purchased, if the other party (non-CPU Triggering Party) exceeds its Overhead MIPS during a respective year, such non-CPU Triggering Party shall pay the CPU Triggering Party an amount equal to the total cost to the CPU Triggering Party of purchasing the upgrade multiplied by a fraction, the numerator of which is the number of MIPS used by the non-CPU Triggering Party that exceeds its original Overhead MIPS, and the denominator of which is the total number of MIPS permitted or allowable pursuant to the CPU-Based Software upgrade, but excluding the total number of MIPS permitted prior to the upgrade.

(iv) The rules related to OEM Software upgrade requirements described in subsections (ii) and (iii) above shall apply in the same manner, before or after the completion of the LPAR separation, with respect to Mainframe Hardware upgrade requirements.

(v) Notwithstanding the foregoing, Certegy shall cease the use of any software or hardware that is shared between the parties no later than the date which is two (2) years following the Closing Date.

(c) The parties acknowledge that the Licensed Materials are intellectual property within the meaning of Section 101 of the Federal Bankruptcy Act and shall be subject to Section 365(n) thereof, all as set forth in the Intellectual Property Bankruptcy Protection Act, Public Law 100-506, 102 Stat. 2538.

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(d) In full and complete payment of the licenses granted in this Agreement, the parties have made the payment described in the Distribution Agreement as set forth in the Distribution Agreement.

(e) Each party shall notify the other party of any involuntary attachment or other judicial process affecting the Licensed Materials.

ARTICLE V

THE CLOSING

Section 5.1. Equifax Deliverables.

On or before the Distribution Date, and effective as of the Closing Date, Equifax will, and/or will cause each member of the Equifax Group to, deliver to Certegy each of the following:

(a) Duly executed assignment and assumption agreements necessary for the assignment and transfer to, and the assumption by Certegy of, the Transferred Equifax Assets and Transferred Equifax Third Party Agreements;

(b) Duly executed assignment and assumption agreements necessary for the assignment and transfer to, and the assumption by Equifax of, the Equifax Liabilities; and

(c) Such other agreements, leases, documents or instruments as the parties may agree are necessary or desirable in order to achieve the purposes of this Agreement.

Section 5.2. Certegy Deliverables.

On the Closing Date, Certegy will, and/or will cause each member of the

Certegy Group to, deliver to Equifax each of the following:

(a) Duly executed assignment and assumption agreements necessary for the assignment and transfer to, and the assumption by Equifax of, the Transferred Certegy Assets and the Transferred Certegy Third Party Agreements;

(b) Duly executed assignment and assumption agreements necessary for the assignment and transfer to, and the assumption by Certegy of, the Certegy Liabilities; and

(c) Such other agreements, documents or instruments as the parties may agree are necessary or desirable in order to achieve the purposes of this Agreement.

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ARTICLE VI

REPRESENTATIONS AND WARRANTIES

Except as expressly set forth in this Agreement or any Related Agreement, neither any member of the Equifax Group, nor any member of the Certegy Group, has given or is giving any representation or warranty regarding the assets or Liabilities retained, transferred, assumed or licensed as contemplated hereby or thereby, including without limitation, (i) title to the assets, (ii) validity of the Liabilities, (iii) any lien, claim or other encumbrance affecting the assets or Liabilities, or (iv) the value of the assets and the amount of the Liabilities. Except as may be expressly set forth in this Agreement or any Related Agreement, all assets and Liabilities were, or are being, transferred, assigned, licensed, assumed, or are being retained, on an AS IS, WHERE IS basis and the respective transferees, licensees and assignees will bear the economic and legal risks that any such conveyance (x) shall prove to be insufficient to vest in the transferee a title that is free and clear of any lien, claim or other encumbrance, or (y) shall not constitute an infringement of a third party's rights.

ARTICLE VII

INDEMNIFICATION

Section 7.1. Certegy Indemnification of the Equifax Group.

If the Distribution occurs, on and after the Distribution Date, Certegy shall indemnify, defend and hold harmless each member of the Equifax Group, and each of their respective directors, officers, employees and agents (collectively the Equifax Indemnitees) from and against any and all damage, loss, liability and expense, (including without limitation, reasonable expenses of investigation and reasonable attorneys' fees and expenses) in connection with any and all Actions or threatened Actions (collectively, Indemnifiable Losses) incurred or suffered by any of the Equifax Indemnitees and arising out of, or due to, the failure of Certegy, or any other member of the Certegy Group, to timely pay, perform or otherwise discharge, any of the Certegy Liabilities or its obligations under this Agreement.

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Section 7.2. Equifax Indemnification of the Certegy Group.

If the Distribution occurs, on and after the Distribution Date, Equifax shall indemnify, defend and hold harmless each member of the Certegy Group and each of their respective directors, officers, employees and agents (collectively the Certegy Indemnitees) from and against any and all Indemnifiable Losses incurred or suffered by any of the Certegy Indemnitees and arising out of, or due to, the failure of Equifax, or any other member of the Equifax Group, to timely pay, perform or otherwise discharge, any of the Equifax Liabilities or its obligations under this Agreement or any Related Agreement.

Section 7.3. Insurance and Third Party Obligations.

No insurer or any other third party shall be, by virtue of the foregoing indemnification provisions, (a) entitled to a benefit it would not be entitled to receive in the absence of such provisions, (b) relieved of the responsibility to pay any claims to which it is obligated, or (c) entitled to any subrogation rights with respect to any obligation hereunder.

ARTICLE VIII

INDEMNIFICATION PROCEDURES

Section 8.1. Notice and Payment of Claims.

If any Equifax Indemnitee or Certegy Indemnitee (the Indemnified Party) determines that it is or may be entitled to indemnification by a party (the Indemnifying Party) under Article VII (other than in connection with any Action or claim subject to Section 8.2), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. After the Indemnifying Party shall have been notified of the amount for which the Indemnified Party seeks indemnification, the Indemnifying Party

shall, within thirty (30) days after receipt of such notice, pay the Indemnified Party such amount in cash or other immediately available funds (or reach agreement with the Indemnified Party as to a mutually agreeable alternative payment schedule) unless the Indemnifying Party objects to the claim for indemnification or the amount thereof. If the Indemnifying Party does not give the Indemnified Party written notice objecting to such claim and setting forth the grounds therefor within the same thirty (30) day period, the Indemnifying Party shall be deemed to have acknowledged its liability for such claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect such amount. Any amount owed under this Section 8.1 that is past due shall bear interest at a simple rate of interest per annum equal to the lesser of 1% per month or the maximum amount permitted by law.

Section 8.2. Notice and Defense of Third Party Claims.

(a) Promptly following the earlier of (i) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party, or (ii) receipt of information from a third party alleging the existence of a claim against an Indemnified Party,

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with respect to which indemnification may be sought pursuant to this Agreement (a Third Party Claim), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 8.2(a) shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is prejudiced by such failure to give notice. Within thirty (30) days after receipt of such notice, the Indemnifying Party shall by giving written notice thereof to the Indemnified Party, (i) acknowledge, as between the parties hereto, liability for and, at its option, elect to assume the defense of such Third Party Claim at its sole cost and expense, or (ii) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 8.2(a) setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability for such Third Party Claim.

(b) Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party's sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party; provided that the Indemnifying Party may not agree to any such settlement pursuant to which any such remedy or relief, other than monetary damages for which the Indemnifying Party shall be responsible hereunder, shall be applied to or against the Indemnified Party without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld.

(c) If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VII, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorneys' fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within fifteen (15) days after the final resolution of such Third Party Claim (whether by settlement, compromise, or by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within fifteen (15) days after the Indemnifying Party's objection has been resolved by settlement, compromise, or the final nonappealable judgment of a court of competent jurisdiction.

(d) Notwithstanding the foregoing, in no event shall either Equifax or Certegy, or any Member of their respective Group, have any liability, whether based on contract, tort (including, without limitation, negligence or strict liability), warranty or any other legal or equitable

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grounds, for any punitive, consequential, indirect, exemplary, special or incidental loss or damage suffered by the other arising from or related to this Agreement, including without limitation, loss of data, profits, interest or revenue, or interruption of business, even if such party has been informed of or might otherwise anticipated or foreseen the possibility of such losses or damages; provided, however, that such limitations shall not apply to liabilities which may arise as the result of willful misconduct of a party. Notwithstanding the foregoing, any damages awarded or obtained (whether by settlement, compromise or judgment) as a result of Third Party Claims shall be considered direct damages for purposes of this Agreement.

ARTICLE IX

CONFIDENTIALITY

Section 9.1. Exclusions.

Notwithstanding anything to the contrary contained in this Agreement, Company Information does not include any information that before being divulged by the receiving party (a) has become generally known to the public through no wrongful act of the receiving party; (b) has been rightfully received by the receiving party from a third party without restriction on disclosure and without, to the knowledge of the receiving party, a breach of an obligation of confidentiality running directly or indirectly to the disclosing party; (c) has been approved for release to the general public by a written authorization of the disclosing party; (d) has been independently developed by the receiving party without use, directly or indirectly, of Company Information received from the disclosing party; or (e) has been furnished to a third party by the disclosing party without restrictions on the third party's rights to disclose the information.

Section 9.2. Confidentiality.

(a) Each party acknowledges, and shall cause each member of the Group to acknowledge, that it is in possession of significant confidential or proprietary information concerning the business, operations and assets of the members of the other Group.

(b) Each party shall, and shall ensure that each member of its Group shall, (i) receive and hold the Company Information of the other Group in trust and in strictest confidence; (ii) protect such Company Information from disclosure and in no event take any action causing, or fail to take the action necessary in order to prevent, any such Company Information to lose its character as Company Information; (iii) exercise at a minimum the same care it would exercise to protect its own highly confidential information; and (iv) not use, reproduce, distribute, disclose, or otherwise disseminate the Company Information of the other Group, (A) except as authorized pursuant to this Agreement or any Related Agreement, or (B) except pursuant to a requirement of a governmental agency or of law without similar restrictions or other protections against public disclosure; provided, however, with respect to disclosures pursuant to (B) above, the receiving party must first give written notice of such required disclosure to the disclosing party, take reasonable steps to allow the disclosing party to seek to protect the confidentiality of the Company Information required to be disclosed, make a reasonable effort to obtain a protective order requiring that the Company Information so disclosed be used only for the purposes for which disclosure is required, and shall disclose only that part of the Company Information

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which, in the written opinion of its legal counsel, it is required to disclose. In no event shall the receiving party exercise less than a reasonable standard of care to keep confidential the Company Information. Any and all reproductions of such Company Information must prominently contain a confidential legend.

(c) The receiving party may make disclosures of the Company Information of the disclosing party only to Representatives of the receiving party's Group (i) who have a specific need to know such information; and (ii) who the receiving party has obligated under a written agreement to hold such Company Information in trust and in strictest confidence and otherwise to comply with the terms and provisions of this Agreement or terms and conditions substantially similar to and implementing the same restrictions and covenants as those set forth in this Agreement. Certegy and Equifax agree, and shall ensure that each member of their respective Group agrees, to diligently monitor each such Representative, diligently enforce such agreements with its Representatives, and, upon request by the other party, promptly to furnish to the other party a certified list of the receiving party's Representatives having had access to such Company Information.

(d) The covenants of confidentiality set forth in this Agreement (i) will apply after the Closing Date to all Company Information disclosed to the receiving party before, on and after the Closing Date and (ii) will continue and must be maintained from the Closing Date through the termination of the relationship under this Agreement between Equifax and Certegy (A) with respect to Proprietary Information, the period during which the Proprietary Information constituting a part of the Company Information retains its status as a trade secret under applicable law; and (B) with respect to Confidential Information constituting a part of the Company Information, for the shorter of a period equal to three (3) years after the Closing Date, or until such Confidential Information no longer qualifies as confidential under applicable law.

Section 9.3. Employee Confidentiality Agreements.

The members of each Group have entered into confidentiality and non- disclosure agreements with their respective employees. To the extent that any employee during or after employment violates any such agreement and such violation is or may in the future be to the detriment of the other Group, at the written request of the affected party, the other party shall, or shall cause the appropriate members of its Group to, promptly bring and diligently pursue an action against such employee if and to the extent reasonable under the circumstances to preserve the value of the assets and Licensed Materials. The Group member employing the employee violating his/her confidentiality and non- disclosure agreement shall have the unilateral right to determine the forum for, the manner of proceeding in, and legal counsel for such action and shall be

entitled to any damages or other relief against such employee awarded in such action to the extent related to such Group's assets or business or to the Licensed Materials. Such enforcement against and recovery by a Group member from its breaching employee shall not constitute a release or sole remedy for the members of the other Group injured by such breaching employee's actions, and such members of the other Group may bring a claim against the Group members employing the breaching employee for a breach of this Agreement. Each party shall bear all out-of-pocket costs of pursuing such action and the other party shall cooperate in connection therewith.

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Section 9.4. Rights and Remedies.

(a) If either party, or any member of the Group, should breach or threaten to breach any of the provisions of this Agreement, the non-breaching party, in addition to any other remedies it may have at law or in equity, will be entitled to a restraining order, injunction, or other similar remedy in order to specifically enforce the provisions of this Agreement. Each party specifically acknowledges, and shall cause each member of its respective Group to acknowledge, that money damages alone would be an inadequate remedy for the injuries and damage that would be suffered and incurred by the non-breaching party as a result of a breach of any of the provisions of this Agreement. In the event that either party, or a member of such party's Group, should seek an injunction hereunder, the other party hereby waives, and shall cause each member of its Group to waive, any requirement for the submission of proof of the economic value of any Company Information or the posting of a bond or any other security. In the event of a dispute between the parties, the non-prevailing party shall pay all costs and expenses associated with resolving the dispute, including, but not limited to, reasonable attorneys' fees.

(b) The receiving party shall notify the disclosing party immediately upon discovery of any unauthorized use or disclosure of Company Information, or any other breach of this Agreement by the receiving party or any Representative of the receiving party's Group, and will cooperate with the disclosing party in every reasonable way to help the disclosing party regain possession of its Company Information and prevent its further unauthorized use or disclosure. The receiving party shall be responsible for the acts of any Representative of its Group that are in violation of this Agreement.

Section 9.5. Competitive Activities.

(a) Subject to the rights and obligations set forth in this Article IX, each party understands and acknowledges that the other party's Group may now market or have under development products that are competitive with products or services now offered or that may be offered by it and/or members of its Group, and the parties' communications hereunder will not serve to impair the right of either party, or any member of its respective Group, to independently develop, make, use, procure, or market products or services now or in the future that may be competitive with those offered by the other party's Group, nor require either party, and/or the members of its Group, to disclose any planning or other information to the other party.

(b) Neither party will be restricted in using, in the development, manufacturing and marketing of its products and services and its operations, any data processing or network management or operation ideas, concepts, know-how and techniques which are retained in the minds of employees who have had access to the other party's Company Information subject to the restrictions set forth in this Agreement.

Section 9.6. No Implied Rights.

Except as provided herein or in any Related Agreement, all Company Information is and shall remain the property of the disclosing party and/or the respective member of its Group. By disclosing Company Information to the receiving

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party's Group, the disclosing party and/or the members of its Group do(es) not grant any express or implied rights or license to the receiving party's Group to or under any patents, patent applications, inventions, copyrights, trademarks, trade secret information, or other intellectual property rights heretofore or hereafter possessed by the disclosing party and/or the members of its Group.

ARTICLE X

CONTINUED ASSISTANCE

Section 10.1. Continued Assistance and Transition.

(a) Following the Closing Date, Equifax shall, and shall cause each member of the Equifax Group to, cooperate in an orderly transfer of the Transferred Equifax Assets and the Transferred Equifax Third Party Agreements to Certegy or the respective Designated Certegy Member. From time to time, at Certegy's request and without further consideration, Equifax shall, and shall cause each member of the Equifax Group, as applicable, to execute, acknowledge and deliver such documents, instruments or assurances and take such other action as Certegy may reasonably request to more effectively assign, convey and transfer any of the Transferred Equifax Assets and the Transferred Equifax Third Party

Agreements. Equifax will assist Certegy in the vesting, collection or reduction to possession of such Transferred Equifax Assets and Transferred Equifax Third Party Agreements.

(b) Following the Closing Date, Certegy shall, and shall cause each member of the Certegy Group to, cooperate in an orderly transfer of the Transferred Certegy Assets and Transferred Certegy Third Party Agreements to Equifax or the respective Designated Equifax Member. From time to time, at Equifax's request and without further consideration, Certegy shall, and shall cause each member of the Certegy Group, as applicable, to execute, acknowledge and deliver such documents, instruments or assurances and take such other action as Equifax may reasonably request to more effectively assign, convey and transfer any of the Transferred Certegy Assets and Transferred Certegy Third Party Agreements. Certegy will assist Equifax in the vesting, collection or reduction to possession of such Transferred Certegy Assets and Transferred Certegy Third Party Agreements.

Section 10.2. Records and Documents.

(a) As soon as practicable following the Closing Date, Equifax and Certegy shall each arrange for the delivery to the other of existing corporate and other documents (e.g. documents of title, source code, contracts, etc.) in its possession relating to the Transferred Assets, Transferred Third Party Agreements and assumed Liabilities.

(b) From and after the Closing Date, Equifax and Certegy shall each, and shall cause each member of its Group to, afford the other and its accountants, counsel and other designated Representatives reasonable access (including using reasonable efforts to give access to person or firms possessing such information) and duplicating rights during normal business hours to all records, books, contracts, instruments, computer data and other data and information in its possession relating to the assets, Liabilities, Licensed Materials, business and affairs of the other (other than data and information subject to any attorney/client or other privilege), insofar as such

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access is reasonably required by the other, including without limitation, for audit, accounting and litigation purposes.

(c) Notwithstanding the foregoing, either party may destroy or otherwise dispose of any information at any time in accordance with the corporate record retention policy maintained by such party with respect to its own records.

Section 10.3. Litigation Cooperation.

Upon written request, Equifax and Certegy shall, and shall cause each member of its Group to, use reasonable efforts to cooperate in the evaluation and defense of third party Actions arising out of the business of the other party or of any member of the other party's Group prior to the Distribution Date in which the requesting party or any member of its Group may from time to time be involved, at the cost and expense of the requesting party. Such cooperation shall include, without limitation, making its Representatives available as witnesses or consultants to the extent that such persons may reasonably be required in connection with such third party Actions.

ARTICLE XI

MISCELLANEOUS

Section 11.1. Expenses.

Except as specifically provided in this Agreement or any Related Agreement, all costs and expenses incurred in connection with the preparation, execution, delivery and implementation of this Agreement and with the consummation of the transactions contemplated by this Agreement (including transfer taxes and the fees and expenses of all counsel, accountants and financial and other advisors) shall be paid by Equifax.

Section 11.2. Notices.

All notices and communications under this Agreement shall be deemed to have been given (a) when received, if such notice or communication is delivered by facsimile, hand delivery or overnight courier, or (b) three (3) business days after mailing if such notice or communication is sent by United States registered or certified mail, return receipt requested, first class postage prepaid. All notices and communications, to be effective, must be properly addressed to the party to whom the same is directed at its address as follows:

If to Equifax, to: Equifax Inc. 1550 Peachtree Street Atlanta, Georgia 30309 Attn: Phillip J. Mazzilli, Chief Financial Officer Fax: (404) 885-8682

with a copy to:

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Equifax Inc. 1550 Peachtree Street Atlanta, Georgia 30309 Attn: Kent E. Mast, General Counsel Fax: (404) 885-8988

If to Certegy, to:

Certegy Inc. 11720 Amberpark Drive, Suite 600 Alpharetta, Georgia 30004 Attn: Bruce S. Richards Corporate Vice President, General Counsel and Secretary Fax: (678) 867-8100

with a required copy to:

Certegy Inc. P.O. Box 349 Alpharetta, Georgia 30009 Attn: Michael T. Vollkommer Corporate Vice President and Chief Financial Officer Fax: (678) 867-8100

Either party may, by written notice so delivered to the other party in accordance with this Section 11.2, change the address to which delivery of any notice shall thereafter be made.

Section 11.3. Amendment and Waiver.

This Agreement may not be altered or amended, nor may any rights hereunder be waived, except by an instrument in writing executed by the party or parties to be charged with such amendment or waiver. No waiver of any terms, provision or condition of or failure to exercise or delay in exercising any rights or remedies under this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further continuing waiver of any such term, provision, condition, right or remedy or as a waiver of any other term, provision or condition of this Agreement.

Section 11.4. Entire Agreement.

This Agreement, together with the Related Agreements, constitutes the entire understanding of the parties hereto with respect to the subject matter hereof, superseding all negotiations, prior discussions and prior agreements and understandings relating to such subject matter. To the extent that the provisions of this Agreement are inconsistent with the provisions of any other Related Agreement, the provisions of this Agreement shall prevail with respect to the subject matter hereof.

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Section 11.5. Parties in Interest.

Neither of the parties hereto may assign its rights or delegate any of its duties under this Agreement without the prior written consent of each other party. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and permitted assigns. Nothing contained in this Agreement, express or implied, is intended to confer any benefits, rights or remedies upon any person or entity other than members of the Equifax Group and the Certegy Group and the Equifax Indemnitees and Certegy Indemnitees under Articles VII and VIII hereof.

Section 11.6. Further Assurances and Consents.

In addition to the actions specifically provided for elsewhere in this Agreement, each of the parties hereto will use its reasonable efforts to (a) execute and deliver such further instruments and documents and take such other actions as any other party may reasonably request in order to effectuate the purposes of this Agreement and to carry out the terms hereof and (b) take, or cause to be taken, all actions, and to do, or cause to be done, all things, reasonably necessary, proper or advisable under applicable laws, regulations and agreements or otherwise to consummate and make effective the transactions contemplated by this Agreement, including without limitation, using its reasonable efforts to obtain any consents and approvals and to make any filings and applications necessary or desirable in order to consummate the transactions contemplated by this Agreement; provided that no party hereto shall be obligated to pay any consideration therefor (except for filing fees and other similar charges) to any third party from whom such consents, approvals and amendments are requested or to take any action or omit to take any action if the taking of or the omission to take such action would be unreasonably burdensome to the party or its Group or the business thereof.

Section 11.7. Severability.

The provisions of this Agreement are severable and should any provision hereof be void, voidable or unenforceable under any applicable law, such provision shall not affect or invalidate any other provision of this Agreement, which shall continue to govern the relative rights and duties of the parties as though such void, voidable or unenforceable provision were not a part hereof.

Section 11.8. Governing Law.

This Agreement shall be construed in accordance with, and governed by, the

laws of the State of Georgia, without regard to the conflicts of law rules of such state.

Section 11.9. Counterparts.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original instrument, but all of which together shall constitute but one and the same agreement.

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Section 11.10. Disputes.

Any Disputes arising under this Agreement, whether based on contract, tort, statute or otherwise, including but not limited to, disputes in connection with claims by third parties, shall be resolved in accordance with Section 15.10 of the Distribution Agreement; provided that the parties shall retain the rights and remedies specified in Section 9.4 hereof.

Section 11.11. Force Majeure.

Neither party will be liable for any loss or damage due to causes beyond its control, including, but not limited to, fire, accident, labor difficulty, war, power or transmission failures, riot, Acts of God or changes in laws and regulations, provided that the affected party must (a) promptly notify the other party in writing and furnish all relevant information concerning the event of force majeure; (b) use reasonable efforts to avoid or remove the cause of its nonperformance; and (c) proceed to perform its obligations with dispatch when such cause is removed.

Section 11.12. Documentation.

Prior to the Distribution Date and from time to time thereafter, the parties will prepare, maintain and update schedules of the Transferred Equifax Assets, the Transferred Certegy Assets, the Licensed Equifax Materials, the Licensed Certegy Materials, and the Third Party Agreements, the Third Party Use Rights and the Third Party Rights transferred and/or provided by each Group to the other Group, in such detail as shall be appropriate for the management and administration of these items as described in this Agreement.

Section 11.13. Headings.

The Article and Section headings set forth in this Agreement are included for administrative, organizational and convenience purposes, and are not intended to affect the meaning of the provisions set forth in this Agreement or to be used in the interpretation of this Agreement.

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written.

EQUIFAX INC.

By: /s/ Kent E. Mast ------------------------------------ Title: Corporate Vice President, General Counsel and Secretary Date: June 30, 2001

CERTEGY INC.

By: /s/ Bruce S. Richards ------------------------------------ Title: Corporate Vice President, General Counsel and Secretary Date: June 30, 2001

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EXHIBIT A

CERTEGY GROUP

State or Country of Name of Subsidiary Incorporation ------------------ -------------------- AGES Participacoes S.A. Brazil Aircrown Ltd. England Card Brazil Holdings, Inc. Georgia Card Brazil Holdings Ltda. Brazil Card Brazil LLC Georgia Central Credit Services Ltd. Scotland

Equifax Asia Pacific Holdings, Inc. Georgia Equifax Australia Plc England Equifax Card Services, Inc. Florida Equifax Card Solutions Australia Pty Ltd. Australia Equifax Card Solutions Ltd. England Equifax Card Solutions S.A. France Equifax (Cayman Islands) Ltd. Cayman Islands Equifax Check Services, Inc. Delaware Equifax E-Banking Solutions, Inc. Georgia Equifax Ltd. New Zealand Equifax Payment Recovery Services, Inc. Georgia Equifax Payment Services, Inc. Delaware Equifax Pty Ltd. Australia Equifax SNC France Financial Insurance Marketing Group, Inc. District of Columbia First Bankcard Systems, Inc. Georgia Payment Brasil Holdings Ltda. Brazil Payment Chile, SA. Chile Payment Europe LLC Georgia Payment South America Holdings, Inc. Georgia Payment South America LLC Georgia Payment U.K. Ltd. England Procard S.A. Chile Retail Credit Management Ltd. England Telecredit Canada Inc. Canada Transax France Plc England

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Transax Ireland Ltd. Ireland Transax Plc England Unnisa -- Solucoes em Meios de Pagamento Ltda Brazil VIV Plc England

Equifax Card Services, Inc. will own a 51% interest in Circle of Value, Ltd.

Payment Brazil Holdings Ltda. will own a 51% interest in Partech Ltda. (Brazil).

The names above are the names of the relevant entities as of June 20, 2001 and may have been changed subsequently.

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EXHIBIT B

TRANSFERRED EQUIFAX ASSETS

DESCRIPTION OF ASSET OWNER ASSIGNEE RETAINED RIGHTS ------------------------- ------------ ------------ --------------- Trademark: Pathways, Equifax Inc. Certegy Inc. None. U.S. Reg. #: 1,920,133

Trademark: Cardsource, Equifax Inc. Certegy Inc. None. U.S. Reg. #: 2,142,162

Trademark: Interguard, Equifax Inc. Certegy Inc. None. U.S. Reg. #: 2,019,884

Trademark: Paycheck Equifax Inc. Certegy Inc. None. Accept, U.S. Application Pending, Serial #: 76/135,366

Trademark: Cardview, Equifax Inc. Certegy Inc. None. U.S. Application Pending, Serial #: 76/175,937

Without limiting Equifax's requirements under the Agreement, Equifax (or the respective member of the Equifax Group) shall execute such acknowledgements, grants and assignments of rights in and to the intellectual property described above, as Certegy may reasonably request for the purpose of evidencing, enforcing, registering or defending its worldwide ownership of such intellectual property.

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EXHIBIT C

EQUIFAX THIRD PARTY AGREEMENTS - TRANSFERS

Equifax will transfer, or cause to be transferred the following agreements to Certegy, effective as of the Closing Date:

Maximum Fees/Costs Name of Agreement Parties to Agreement/Other Matters to be Paid --------------------------------------- ------------------------------------------------- ------------------ Compuware: Equifax Inc. and Compuware, Inc. $0

License Agreement between Equifax, Inc. Equifax will transfer or have transferred to and Compuware, Inc. Certegy such rights under the agreement to permit Certegy to use, for the duration of the license, one copy of the following software products:

Abend Aid/XLS w/Primary Language Cobol File Aid/MVS Expeditor/CICS w/Assembler Expeditor/TSO

Strobe MVS for Sysplex with Cobol

CICS Feature

Advanced Session Mgmt Feature

QACenter Enterprise Edition -- Includes 1 ConcurrentUser

Reconcile - 1 Concurrent User

QADirector - 1 Concurrent User

TrackRecord - 1 Concurrent User

Track Record - 3 Concurrent Users

APMPower for Windows - 20 Concurrent Users

In lieu of transferring such license, Equifax may purchase new licenses on Certegy's behalf.

Oracle: Equifax Inc. and Oracle, Inc. $0

Software License and Services Agreement Equifax will transfer, or have transferred, dated March 5, 1992, and attendant certain rights in and to the products identified Ordering Documents on Appendix A to this Exhibit C:

TOTAL: $0

In addition to the foregoing, Equifax shall purchase on Certegy's behalf, prior to the Closing Date, licenses to use certain software products, as identified below. The list below sets forth the vendor, the name of the software products to be obtained on Certegy's behalf by

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Equifax and the maximum license fee or other costs that Equifax shall be required to pay for each license (or group of licenses).

VENDOR SOFTWARE PRODUCT MAXIMUM FEES/COSTS TO BE PAID ------------------- -------------------------------------- ----------------------------------------- UK SOFTWARE Allen Systems Group Beta 44 $91,491.84 BETA Systems Beta 92 Version 3 CAF $151,196 (collectively for all UK-related BETA Systems Beta 92 Version 3 VAF BETA Systems licenses) BETA Systems Beta 92 Version 3 BETA Systems Beta 93 Version 3 BETA Systems Beta 93 Version 3 CAF BETA Systems Beta 93 Version 3 VAF CNM CNM-XFER $33,605 (collectively for all UK-related CNM EEMS CNM licenses) Compute Bridgend Selcopy (Corporate) $120,120 Computer Associates APAS/Insight $2,573,393 (collectively for all UK-related Computer Associates licenses) Computer Associates Endevor/MVS Computer Associates Endevor/MVS ACM Computer Associates Endevor/MVS Extended Processor Computer Associates Endevor/MVS External Computer Associates Endevor/MVS Natural Security Interface Computer Associates Endevor/MVS Parallel Development Manager Computer Associates Endevor/MVS Quick Edit

Computer Associates Intertest CICS W/XA-ESA Computer Associates Intertest/Batch Computer Associates JCL Check Computer Associates Netspy (excluding Modeling) Computer Associates One Computer Associates Prevail/Spool (Pkg) Computer Associates Spaceman Computer Associates TPX (extended) Compuware APM Power *2 $530,000 (collectively for all UK-related Compuware licenses) Compuware Assembler Option for Xpediter CICS Compuware CICS Abend-Aid FX Compuware File-AID/Data Solutions Compuware File-AID/MVS Compuware QA Hiperstation Compuware Strobe ADABAS/NATURAL Feature Compuware Strobe Advanced Session Mgt Feature Compuware Strobe CICS Feature

37

Compuware Strobe COBOL Feature Compuware Strobe MVS for Sysplex 1 Compuware Xpediter CICS Cobol Compuware XPEDITOR/Exchange Macro 4 DUMPMASTER (combined) (All Features $89,196 - includes Base and Cobol Feature)

SAS BASE $138,910 (collectively for all UK-related SAS MXG (Merrill Consultants) SAS licenses) SyncSort SyncSort MVS $52,983 PWC - ALPHARETTA Chicago-Soft Inc. MVS/Quick-Ref $26,000 Cincom Mantis $318,460 (collectively for all Cincom Scenario PWC - Alpharetta-related Cincom licenses) Computer Associates ALLOCATE $2,500,000 (collectively for all PWC Computer Associates DELIVER - Alpharetta-related Computer Associates licenses) Computer Associates DELIVER CICS OPTION Computer Associates DELIVER ROSCOE INTERFACE Computer Associates DELIVER VTAM INTERFACE Computer Associates DISK Computer Associates EASYTRIEVE PLUS Computer Associates ELEVEN Computer Associates ELEVEN/DISASTER RECOVERY PLNG Computer Associates ELEVEN/NOTEPAD Computer Associates ELEVEN/REPORTS PLUS Computer Associates ENDEVOR/MVS Computer Associates ENDEVOR/MVS AUTOMATED CONFIG MG Computer Associates ENDEVOR/MVS EXTENDED PROCESSOR Computer Associates ENDEVOR/MVS EXTERNAL SCRTY INT Computer Associates ENDEVOR/MVS LIBRARIAN INTERFACE Computer Associates ENDEVOR/MVS PARALLEL DEV MGR Computer Associates ENDEVOR/MVS ROSCOE INTERFACE Computer Associates LIBRARIAN (BASE+LIB/AM+TSO) Computer Associates MULTI-IMAGE ALLOCATION Computer Associates NEUMICS ACCOUNTING AND CHARGEBACK Computer Associates NEUMICS ANLYZR FOR MEASUREWARE Computer Associates NEUMICS BASE Computer Associates NEUMICS CICS ANALYZER Computer Associates NEUMICS DASD SPACE ANALYZER W/DSC

38

Computer Associates NEUMICS SYSTEM RELIABILITY ANALYZER Computer Associates ONE Computer Associates ONE WORKSTATION - 5 Copies Computer Associates ONE/COPYCAT Computer Associates OPTIMIZER II Computer Associates PANAUDIT PLUS Computer Associates PANAUDIT PLUS EZTP-IMS Computer Associates ROSCOE Computer Associates SEVEN Computer Associates SEVEN WORKSTATION - 5 Copies Computer Associates SEVEN/NOTEPAD Computer Associates SEVEN/REPORT BALANCING Computer Associates SEVEN/REPORTS PLUS Computer Associates SEVEN/SMART CONSOLE Computer Associates SYSVIEW/e Computer Associates TOP SECRET Computer Associates TRANSCENTURY CALENDAR ROUTINES Computer Associates VIEW Computer Associates VIEW ERO OPTION

Computer Associates VIEW ROSCOE INTERFACE Computer Associates VIEW VTAM INTERFACE Compuware Abend-AID/XLS with Primary $430,125 (collectively for all PWC Language-Cobol - Alpharetta-related Compuware licenses) Compuware Assembler Option for Xpediter/CICS Compuware Assembler Option for Xpediter/TSO Compuware CICS ABEND-AID/FX Compuware CICS Feature Compuware File-Aid/MVS Compuware Strobe MVS for Sysplex with Cobol Compuware Xpediter/CICS with Cobol Compuware Xpediter/TSO with Cobol Diversified Job/Scan $50,000 Innovation FATS/FATAR $12,750 (collectively for all PWC Innovation FDR/Compaktor - Alpharetta-related Innovation licenses) IVIS Accounts Payable $217,314 (collectively for all PWC - Alpharetta-related IVIS licenses) IVIS General System IVIS Purchasing Landmark Monitor for CICS/ESA $91,133 MacKinney KWIK-KEY $2,295 Merrill MXG $ 1,500 SAS BASE SAS $361,685 (collectively for all PWC - Alpharetta-related SAS licenses) SAS SAS/AF

39

SAS SAS/STAT Sterling Commerce Connect: Direct for OS/390 (TCP/IP & $76,462 SNA Products) Syncsort Inc. Proc SyncSort $69,385 (collectively for all PWC - Syncsort Inc. SyncSort MVS Alpharetta-related Syncsort licenses) Tone OMC-Print $66,930 PWC-MIDRANGE Citrix-GEAC Citrix Mf Xpa 1.0-10u Conn Pk W/sub $35,475 (collectively for all PWC - Adv Nt4/w2k Midrange-related Citrix - GEAC licenses) Citrix - GEAC Citrix Mf Xpa 1.0-20u Conn Pk W/sub Adv Nt4/w2k Citrix-GEAC Citrix Mf Xpa 1.0-50u Conn Pk W/sub Adv Ntr/w2k Citrix - GEAC Citrix Mf Xpa 1.0-starter System 20u W/sub Adv Nt4/w2K Citrix - GEAC Microsoft Open Business Windows 2000 Bus - 5.0 Cal. Citrix-GEAC Microsoft Open Business Windows 2000 Terminal Services Bus-5.0 Cal Citrix - GEAC Microsoft Open Business Windows Server 2000 Bus - 5.0 Citrix-GEAC Microsoft Windows 2000 Server Media Kit Edify Corporation Edify 6.2 Departmental (24 Agents) $63,683 (collectively for all PWC - Midrange Edify Corporation Edify Development License -related Edify Corporation licenses) (Workforces Application Server: Development Level) Edify Corporation Telephony Services: Departmental Edify Corporation Facsimile Services: Departmental Edify Corporation Facsimile Services Software: Single Concurrent User Edify Corporation Multi-Database Access: Department Edify Corporation Electronic Workforce for Windows NT Development Kit v6.2 Edify Corporation Workforce Application Builder (Agent Trainer) Edify Corporation American Spanish Language Edify Corporation Canadian French Language Embarcadero (10) Embarcadero Rapid SQL $8,970 Technologies, Inc. Hyperion (1) Base Solution - Hyperion $124,000 (collectively for all Enterprise License (includes 2 PWC - Midrange-related Hyperion Co-Located Named Administrator licenses) Users) Hyperion (10) Hyperion Enterprise Named Basic User (transfer of Equifax licenses) Kronos (1) Connect, primary payroll interface $151,090 (collectively for all PWC - Midrange-related Kronos licenses) Kronos (1) Connect, secondary payroll interface

40

Kronos (1) Workforce Accruals Kronos (1) Workforce Managers, up to 50 Kronos (1) Workforce Web Kronos (1) Workforce Central v4. (2,500 employees) Kronos (2) WFC Administration and Support Kronos (2) WFC Basic Configuration Kronos (2) WFC Daily Operations Kronos (2) WFC Database Maintenance Kronos (210 Hrs) Implementation and Installation and Training Kronos (4) WFC Implementation Workshop Kronos (6) Kronos Virtual Classroom Module Sessions Merant (2) PVCS Licenses $10,000 Resumix Resumix Human Asset Management(TM) $330,000 (Collectively for all PWC System (Includes Recruiter's Desktop, Midrange-related Resumix Licenses) Operator's Desktop and Database A Server License (1) Resumix Concurrent Users (10) Resumix Non-Concurrent Users (5) Resumix Interact Toolkit Resumix Test License Resumix Xerox OCR Software for Resume Processing (1) Resumix Crystal Reports Module (1) Resumix Fulcrum Full-Text Search Engine (1) Resumix ResFax In/Out (1) Resumix Employment Folder (1) Resumix AutoMatch Capability (1) Resumix System Administration Module (1) Resumix Resumix Internet Recruiter Including 55 Requistions Resumix LumiNet for two (2) Users Resumix Requisition Lookup (1) Shanon Enterprise Client Site License $55,000 Sybase (1 server) Adaptive Server Enterprise $157,021 (collectively for all PWC - Sybase (85) Adaptive Server Enterprise Midrange-related Sybase licenses) Sybase (1) Adaptive Server Ent UNIX/WP 32 User (1) Sybase (1) Adaptive Server Ent UNIX/WP 32 User Sybase (1) LM French Connectivity Sybase (1) LM Japanese Connectivity

41

Sybase (1) LM German Connectivity Sybase (1) LM Spanish Server Sybase (1) LM Chinese Server

TOTAL: $8,940,172.84

Under no circumstances shall Equifax be required to pay, with respect to the transfer of, acquisition of, or procuring or securing of Third Party Agreements or Third Party Use Rights, costs, fees or expenses exceed the sum of the totals identified on this Exhibit C and Exhibit D, except that:

(a) Equifax shall be responsible for paying any sales, transfer or VAT taxes directly associated with transferring and/or acquiring such licenses, and the parties agree that such taxes are not included in the maximum fees/costs identified above; and

(b) Equifax agrees to pay (i) any fees and costs, not to exceed $16,500, in connection with obtaining any consents necessary with respect to the Pitney Bowes DocSense software products, LPC Finalist and Streamweaver, and (ii) any fees and costs, not to exceed $120,000, in connection with obtaining any consents necessary with respect to SAS Institute's software products, SAS Base, SAS Connect, SAS Echo, SAS Stat and SAS Warehouse. Such amounts to be paid shall be additional to the amounts required to be paid otherwise under this Exhibit C or Exhibit D.

The scope of the licenses to be purchased by Equifax pursuant to the list above shall be limited as follows:

(a) Certegy's rights to use the applicable software shall be substantially similar to the rights held by Equifax with respect to the Certegy Business on the Closing Date; provided that in no event shall such rights be greater, in terms of duration, territory, usage or otherwise (including rights related to the number of users, the number of concurrent users or the number of MIPS) than Equifax possessed and used in the Certegy Business on the Closing Date.

(b) Equifax shall not be required to pay any maintenance fees with respect to the software licenses unless such maintenance fee obligations are bundled as part of the license fee for the first year of the license.

42

APPENDIX A TO EXHIBIT C

ORACLE PRODUCT ASSIGNED/TRANSFERRED TO CERTEGY INC.

PRODUCT LICENSE TYPE LICENSE LEVEL NUMBER OF USERS ----------------------------------- ------------------------- ------------- --------------- Oracle Database Enterprise Edition Named User, Multi-Server Deployment 228 Oracle Database Enterprise Edition Concurrent-Network Full Use 32 Oracle Database Enterprise Edition Named User, Multi-Server Full Use 36 Oracle Database Enterprise Edition Universal Power Units Full Use 64,504 Designer/2000 Developer Full Use 4 Developer/2000 Concurrent Full Use 2 Developer Server Concurrent Full Use 15 Diagnostic Management Pack Universal Power Units Full Use 1,600 Discoverer - Administrative Edition Concurrent Full Use 1 Discoverer - User Edition Concurrent Full Use 43 Oracle Database Enterprise Edition Concurrent-Network Deployment 250 Partitioning Universal Power Units Full Use 11,571 Oracle Database Personal Edition Named User, Single-Server Full Use 1 Tuning Management Pack Universal Power Units Full Use 1,600 Web Application Server EE Processors Full Use 2

43

Support Services Agreement related to this Agreement.

8. PWC: Finance and Accounting Equifax will negotiate and enter into new Not applicable. $ 0 Business Process and Support agreements that will permit Certegy to have Services Agreement certain use rights under this or related to this Agreement.

9. EMC: Equifax will obtain expanded rights, Not applicable. $ 200,000 pursuant to a separate agreement between Product Transfer License Equifax and EMC, to use the EMC Catalog and Maintenance Agreement Solution to process data for and on behalf of Certegy

Commencement Dates:

-#ME960283 -- 11/22/98

-#ME960265 -- 6/19/98

10. GEAC: Equifax will obtain rights under this Not applicable. $ 0 Agreement for third party processors to Agreement dated _July 8, 1996 perform services for and on behalf of between GEAC Enterprise Solutions, Certegy for both Mainframe and Midrange Inc. (formerly known as Geac Software. Computer Systems, Inc and Equifax Inc. (related to Accounts Payable/General Ledger System).

11. Storage Technology Corp Equifax will obtain on Certegy's behalf Not Applicable $ 0 rights as an authroized user under the Master Agreement to use the following software product:

SILO/ExL M MTHLY

11. Sterling Commerce: Equifax will obtain expanded rights, Not applicable. $ 0 pursuant to a separate agreement between License Agreement between Equifax Equifax and Sterling Commerce, pursuant to Information Technology, Inc. and which Certegy shall have the right to use Sterling Commerce Inc. the following software products until such time as the Stering Commerce products acquired under Exhibit C arc installed and operational:

Connect: Direct MVS Connect: Direct SDF

12. Candle Corporation Equifax will obtain on Certegy's behalf Not applicable. $ 0 rights as an authorized user under the Master Agreement to use the following software products:

Omegamon II MVS Omegamon II DB2

13. BMC Software, Inc. Equifax will obtain on Certegy's behalf Not applicable. $ 0 rights as an authorized user under the Master Agreement to use the following

software product:

Resolve Pro SMS

14. Magic Solutions Equifax will acquire a license to the Not applicable. $ 45,643 following software products from Magic Solutions, which license will permit Certegy to use the software products in the Certegy Business:

- (12) SM/McAfee HD to Magic HP Upgrd Perp

- Magic HD - Ent. Ed. Connect Sppt.

- McAfee To Magic Upgrade

- Professional Services and Training TOTAL: $245,643.00

45

EXHIBIT E

TRANSFERRED CERTEGY ASSETS

DESCRIPTION OF ASSET OWNER ASSIGNEE RETAINED RIGHTS ----------------------------------- ---------------- ------------ ---------------- U.S. PATENT #5,119,295 ENTITLED Equifax Payment Equifax Inc. None. CENTRALIZED LOTTERY SYSTEM FOR Services, Inc. REMOTE MONITORING OR OPERATIONS AND fka Telecredit STATUS DATA FROM LOTTERY TERMINALS Inc. INCLUDING DETECTION OF MALFUNCTION AND COUNTERFEIT UNITS, ISSUED JUNE 2,1992

U.S. PATENT #5,223,698 ENTITLED Equifax Payment Equifax Inc. None. CARD-ACTIVATED POINT-OF-SALE Services, Inc. LOTTERY TERMINAL, ISSUED JUNE 29, fka Telecredit 1993 Inc.

U.S. PATENT #5,239,573 ENTITLED Equifax Payment Equifax Inc. None. TELEPHONE TERMINAL INCORPORATING Services, Inc. SPEECH SYNTHESIZER FOR ENHANCED fka Telecredit COMMUNICATION, ISSUED AUGUST 24, Inc. 1953

Without limiting Certegy's requirements under the Agreement, Certegy (or the respective member of the Certegy Group) shall execute such acknowledgements, grants and assignments of rights in and to the intellectual property described above, as Equifax may reasonably request for the purpose of evidencing, enforcing, registering or defending its worldwide ownership of such intellectual property.

46

EXHIBIT F

CERTEGY THIRD PARTY AGREEMENTS - TRANSFERS

None.

47

EXHIBIT G

CERTEGY THIRD PARTY AGREEMENTS - RIGHTS GRANTED

None.

48

EXHIBIT H

SPECIFIED EQUIFAX LIABILITIES

None.

49

EXHIBIT I

SPECIFIED CERTEGY LIABILITIES

None.

50

EXHIBIT J

LICENSED EQUIFAX MATERIALS

None.

51

EXHIBIT K

LICENSED CERTEGY MATERIALS

DESCRIPTION OF INTELLECTUAL PROPERTY OWNER OF IP SCOPE OF LICENSE NAME OF LICENSEE ------------------------------ ----------------- ------------------------------ ---------------- U.S. Patent Application Serial Equifax Check Royalty free, non-exclusive, Equifax Inc. No. 09/845662, filed April 30, Services, Inc. worldwide, perpetual license 2001 and entitled System and to make, practice, have made, Method for Secure Network use and import systems and Transactions and related PCT processes covered by any Patent Application, filed patent that issues from the April 30, 2001 and entitled applications and to sell to System and Method for Secure Equifax customers and Network Transactions. potential customers services based on such systems and processes; such license may not be transferred or sublicensed (other than to Equifax Affiliates), except pursuant to a state law merger or the sale of substantially all of the licensee's assets and the licensee has no right to authorize any third party to make, have made or sell the technology, whether or not for purposes of allowing such third parties to build and/or run their own payment systems.

52

EXHIBIT L

UTILITY SOFTWARE PROGRAMS

None, subject to the following:

For purposes of this Exhibit L, Unidentified Utility Software Program means any utility software program (i) that is owned by any member of the Certegy Group or the Equifax Group, (ii) used in the business of the party that is not the owner thereof during the twelve (12) calendar months prior to the Closing Date, (iii) for which a continuing business requirement exists on the Closing Date, and (iv) that is identified, in good faith, by both parties as being a Utility Software Program within twelve (12) months following the Closing Date.

The parties agree that the use of an Unidentified Utility Software Program by the party who is not the owner thereof in the normal course of its business shall be permissible. This Exhibit L shall be amended, from time to time, to add any Unidentified Utility Software Programs. At any time an Unidentified Utility Software Program is added to this Exhibit, it shall be deemed to be a Utility Software Program for purposes of this Agreement.

53

EXHIBIT M

OTHER IP ASSETS

Asset Ownership/Additional Rights ----------------------- ------------------------------------------------------ APPLY (SOFTWARE OWNERSHIP: APPLICATION) SOURCE CODE, OBJECT CODE AND A. As of the Closing Date, all right, title and DOCUMENTATION interest in and to (i) the APPLY source code (other than the source code owned by Equifax pursuant to subsection B below) and object code, including the customer level code written in the TCL or APPLY Basic programming language, (ii) documentation related to the foregoing, and (iii) all patents, patent rights and copyrights related thereto, shall be and at all times will remain the sole and exclusive property of Certegy. Certegy shall have the right to make, use, sell, copy, distribute, import, develop Derivative Works or enhancements of, and publicly perform and display, for any purpose, any of the foregoing assets without any obligation (including any obligation to account or pay royalties) or liability to Equifax.

B. As of the Closing Date, all right, title and interest in and to (i) all APPLY customer level source code written in the TCL programming language associated with the Telco operation in St. Petersburg, (ii) source code written in the APPLY Basic programming language associated with Equifax's Canadian processing site in Montreal, (iii) all credit processing platform source code acquired by Equifax Credit Information Services, Inc. from Christopher T. Nelson and Zoot Enterprises, Inc., known as the Zoot Code, that was used in the development of the APPLY software product, (iv) documentation related to the foregoing, and (v) all patents, patent rights and copyrights related thereto, shall be and at all times will remain the sole and exclusive property of Equifax. Equifax shall have the right to make, use, sell, copy, distribute, import, develop Derivative Works or enhancements of, and publicly perform and display, for any purpose, any of the foregoing assets without any obligation (including any obligation to account or pay royalties) or liability to Certegy.

LICENSE: As of the Closing Date, Equifax and Certegy shall each have the perpetual, fully paid, worldwide right and license to make, use, sell, copy, distribute, import, develop Derivative Works or enhancements of, and publicly perform and display, for any purpose, the entire APPLY software product (to the extent the licensee does not already own the same), in both source and object code format, and the documentation thereof without any obligation (including any obligation to account or pay royalties) or liability to the other owner. In connection with Certegy's license to Equifax pursuant to the foregoing sentence, Equifax agrees to pay Certegy a one-time license fee of One Million One Hundred Thousand Dollars ($1,100,000.00), which fee will be treated as an intercompany payable from Equifax to Certegy and shall be paid in accordance with Section 8.02 of the Distribution Agreement. In connection with Equifax's license to Certegy pursuant to the foregoing, Certegy agrees to pay Equifax a one-time license fee of One Hundred Thousand Dollars ($100,000.00), which fee will be treated as an intercompany payable from Certegy to Equifax and shall be paid in accordance with Section 8.02 of the Distribution Agreement

DERIVATIVE PRODUCTS: Any modifications, enhancements or Derivative Works lawfully made by either party to any of the foregoing assets shall be owned by the entity that modified or enhanced such asset or created such Derivative Work from such asset.

FEES/ALLOCATIONS: As set forth above.

ADDITIONAL PROVISIONS: Each owner of any of the foregoing assets shall (i) have the right to enforce, in any country, all rights embodied in such assets, and the other party agrees (at its expense) to cooperate in such enforcement action as reasonably requested by the owner thereof, and (ii) have the right to file appropriate patent, trademark, copyright or other applications, in any country, with respect to such assets.

54

The parties acknowledge and agree that, as between the parties, all right, title and interest in and to the

trademark or service mark APPLY, as it relates to the APPLY software product, shall be and remain the sole and exclusive property of Certegy; provided, however, that Certegy shall grant to Equifax a perpetual, fully paid, world-wide, exclusive license to use the APPLY trademark or service mark solely for use in combination with the mark Equifax and solely in connection with the use of the APPLY software PRODUCT.

PAYNET SECURE (SOFTWARE OWNERSHIP: APPLICATION), SOURCE CODE, OBJECT CODE AND As of the Closing Date, all right, title and interest DOCUMENTATION in and to the source code, object code and documentation with respect to (i) Paynet Secure Level 1 and (ii) the payment processing components of Paynet Secure Level 3, including, without limitation, all patents, patent rights and copyrights related thereto, shall be and at all times will remain the sole and exclusive property of Certegy. Certegy shall have the right to make, use, sell, copy, distribute, import, develop Derivative Works or enhancements of, and publicly perform and display, for any purpose, any of the foregoing assets without any obligation (including any obligation to account or pay royalties) or liability to Equifax.

As of the Closing Date, all right, title and interest in and to the source code, object code and documentation with respect to (i) Paynet Secure Level 4 and (ii) the authentication components of Paynet Secure Level 3, including, without limitation, all patents, patent rights and copyrights related thereto, shall be and at all times will remain the sole and exclusive property of Equifax. Equifax shall have the right to make, use, sell, copy, distribute, import, develop Derivative Works or enhancements of, and publicly perform and display, for any purpose, any of the foregoing assets without any obligation (including any obligation to account or pay royalties) or liability to Certegy.

Notwithstanding the foregoing, all right, title and interest in and to eID Verifier, reports related thereto, and all intellectual property rights related thereto, shall be and remain the sole and exclusive property of Equifax, provided that Equifax shall have certain obligations to Certegy with respect to such eID Verifier Reports as specifically set forth pursuant to the Intercompany Data Purchase Agreement. Equifax shall have the sole right to make, use, sell, copy, distribute, import, develop Derivative Works or enhancements of, and publicly perform and display, for any purpose, any of the foregoing assets without any obligation (including any obligation to account or pay royalties) or liability to Certegy.

The parties agree and acknowledge that Paynet Secure Level 2 does not exist.

LICENSE: Certegy hereby grants to Equifax a fully paid, non-exclusive, perpetual, worldwide license to use, modify, copy, improve and create Derivative Works and enhancements from, in source code and object code format, processes or procedures developed by Equifax in support to the Paynet Secure software product that have applicability independent of or from the Paynet Secure software product.

DERIVATIVE PRODUCTS: Any modifications, enhancements or Derivative Works lawfully made by either party to any of the foregoing assets shall be owned by the entity that modified or enhanced such asset or created such Derivative Work from such asset.

FEES/ALLOCATIONS: None.

ADDITIONAL TERMS: Equifax agrees that it shall have no ownership or proprietary rights in and to the trademark Paynet Secure or similar mark. Each owner of any of the foregoing assets shall (i) have the right to enforce, in any country, all rights embodied in such assets, and the other party agrees (at its expense) to cooperate in such enforcement action as reasonably requested by the owner thereof, and (ii) have the right to file appropriate patent, trademark, copyright or other applications, in any country, with respect to such assets. Please refer to the Transition Support Agreement for information concerning equipment that supports Paynet Secure.

55

RETAIL REACH (SOFTWARE OWNERSHIP: As of the Closing Date, all right, title APPLICATION), SOURCE and interest in and to the Retail Reach source code, CODE, OBJECT CODE AND object code and documentation, including, without DOCUMENTATION limitation, all patents, patent rights and copyrights related thereto, shall be and at all times will remain jointly owned by Equifax and Certegy. Each respective owner shall have the right to make, use, sell, copy, distribute, import, develop Derivative Works or enhancements of, and publicly perform and display, for any purpose, any of the foregoing assets without any obligation (including any obligation to account or pay royalties) or liability to Equifax. Notwithstanding the foregoing, ownership of check transaction data and DL/MICR cross-referencing data shall be governed in accordance with the terms of the Intercompany Data Purchase Agreement and the Bridge Database (as defined in the Transition Support Agreement) shall be owned solely and exclusively by Equifax, subject to the terms and conditions of the Transition Support Agreement.

LICENSE: None.

DERIVATIVE PRODUCTS: Any modifications, enhancements or Derivative Works lawfully made by either party to any of the foregoing assets shall be owned by the entity that modified or enhanced such asset or created such Derivative Work from such asset.

FEES/ALLOCATIONS: None.

ADDITIONAL TERMS: Each owner of any of the foregoing assets shall (i) have the right to enforce, in any country, all rights embodied in such assets, and the other party agrees (at its expense) to cooperate in such enforcement action as reasonably requested by the owner thereof, and (ii) have the right to file appropriate patent, trademark, copyright or other applications, in any country, with respect to such assets. Any patent rights to any invention that (i) has been incorporated into an asset and (ii) was created or developed (in any form or manner) prior to the Distribution Date, shall be jointly owned by the respective parties. Certegy agrees that it shall have no ownership, proprietary rights or rights of use in and to the trademark Retail Reach or a similar mark. Please refer to the Intercompany Data Purchase Agreement and the Transition Support Agreement for additional details regarding Retail Reach.

All references to Certegy and Equifax under this Exhibit M may, where the context provides and where applicable, be construed to refer to such entity's respective Group member.

Each party agrees to execute, or cause to be executed, such acknowledgements, grants and assignments of rights in and to the intellectual property described above, as the other party may reasonably request for the purpose of evidencing, enforcing, registering or defending the ownership of such intellectual property as contemplated above.

56

EXHIBIT N

PROJECTED MIPS

2001 Former ------------ ------------ PROJECTED MIPS EQUIFAX: 433 EQUIFAX: 438 CERTEGY: 178 CERTEGY: 266 OVERHEAD MIPS EQUIFAX: 114 EQUIFAX: 68 CERTEGY: 114 CERTEGY: 68

57

A: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party's obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.
****
Q: Exhibit 10.6 MediWound Ltd. and Challenge Bioproducts Corporation Ltd. Supply Agreement As amended on February 28, 2010

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

SUPPLY AGREEMENT This Supply Agreement (Agreement) was made and entered into as of the 11 day of January, 2001 by and between MediWound Ltd., a corporation organized and existing under the laws of Israel (hereinafter referred to as MediWound) and Challenge Bioproducts Corporation Ltd., a corporation organized and existing under the laws of the Republic of China (hereinafter referred to as CBC) and amended by the parties on February 28, 2010 (Amendment Effective Date). WITNESSETH: THAT Whereas MediWound and CBC have originally entered into this Agreement on the date stated above (copy of which shall be attached hereto as Exhibit A); and Whereas, the parties hereto have agreed to amend and add certain terms and conditions to this Agreement as of the Amendment Effective Date, all as set forth and marked herein; and Whereas, CBC has invented and developed methods, processes and equipment to manufacture, and produce Bromelain SP (as such term is defined below), specially processed for transformation into a Bromelain-based pharmaceutical product derived from pineapple stems, known as Debridase (the Product); and Whereas, subject to the going into effect of a License Agreement dated September 27, 2000 between MediWound and Mark Klein (respectively, the Klein Agreement and Klein) as amended on June 19, 2007, MediWound shall have an exclusive license under patents and other intellectual property, to develop, use, manufacture, market and sell the Product for burn treatment in humans; and Whereas, MediWound desires to utilize Bromelain SP in the development and commercialization of the Product and to subsequently purchase Bromelain SP in bulk form to make and have made Product and pharmaceutical preparations thereof; and Whereas, CBC is willing to supply Bromelain SP to MediWound for such purpose on the terms and conditions set forth hereunder. NOW THEREFORE IN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS SET FORTH HEREIN IT IS HEREBY AGREED AS FOLLOWS:

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. 2

1. Definitions Terms defined in this Section 1 and elsewhere, parenthetically, in this Agreement, shall have the same meaning throughout this Agreement. 1.1 Affiliate means any firm, person or company which controls, is controlled by or is under common control with a party to this Agreement and for the purpose of this definition the term control means the possession, directly or indirectly of the power to direct or cause the direction of the management and policies of such firm, person or company whether through the ownership of voting securities, by contract or otherwise or the ownership either directly or indirectly of 20% (twenty percent) or more of the voting securities of such firm, person or company. 1.2 Approval means the grant of all necessary governmental and regulatory approvals required for the marketing, distribution and sale of a pharmaceutical product in any particular country, by a Regulatory Authority, and approvals required for pricing and reimbursements (if appropriate). 1.3 Bromelain SP means material derived from pineapple stems, [having the specification as presented in exhibit 1.13] presently manufactured by CBC at the Facility by a special process and used as a raw material in the production of the Product. 1.4 Conditions Precedent means the cumulative conditions listed in Section 2.1. 1.5 Effective Date shall have the meaning ascribed to such term in Section 2.2. 1.6 Facility means CBC's production facility in Tou-Liu City, Yun-Lin Hsien, Taiwan, R.O.C. 1.7 FDA means the Food and Drug Administration of the United States Government or any successor thereto. 1.8 Klein means Mr. Mark C. Klein. 1.9 LR means either or both of L.R. R & D Ltd. and/or Professor Lior Rosenberg. 1.10 Major Country means the USA, and the major European and Asian countries listed in Exhibit 1.10 attached hereto. 1.11 MOU means the Memorandum of Understanding of January 18, 2000 between MediWound (as assignee of Clal Biotechnology Industries Ltd.), Klein and CBC. 1.12 Regulatory Authority means the FDA or similar governmental or other agency in any country having authority to grant Approval. 1.13 Specifications means the specifications for Bromelain SP set forth as Exhibit 1.13 hereto, as the same may be amended with the consent of both parties hereto, it being agreed that no amendment may be made thereto or refused which would

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render Product incapable of application on humans or the use, supply or sale thereof in breach of any regulations. 1.14 Sub-Contractor means any firm or company whose services are retained by MediWound to transform Bromelain SP into Product and to package, label and deliver pharmaceutical preparations of the Product in finished form to MediWound and its sub- licensees. All references to MediWound under Sections 3.1, 5, 6 and 7.1 shall be construed as being inclusive of Sub- Contractors, unless the context dictates otherwise. 1.15 Technical Information means that information in use at the Facility during the term of this Agreement, relating to the manufacture of Bromelain SP meeting the Specifications, in bulk, as more comprehensively described in Section 1.15 of the TT Agreement. 1.16 TT Agreement means the Technology Transfer Agreement dated January 11, 2001 between the parties hereto, whereby CBC undertakes to transfer the Technical Information to MediWound. 2. Conditions Precedent 2.1 Conditions Precedent to the provisions of this Agreement becoming effective shall be all of the following: 2.1.1 Execution of a License Agreement between MediWound and LR whereby MediWound shall license certain Product-related know-how from LR; and 2.1.2 Execution of the TT Agreement. 2.2 The date upon which MediWound shall have acknowledged in writing to CBC that the Conditions Precedent have all been met shall be the Effective Date. Where the Conditions Precedent have not been met by January 31, 2001, for any reason whatsoever, then this Agreement and the MOU shall be deemed terminated as of that date with no further liability of either party, except for the obligation of confidentiality, as set forth in the MOU. 3. Grant of Rights 3.1 As from and subject to the Effective Date, and subject to the terms and conditions of this Agreement, CBC shall supply Bromelain SP to MediWound and MediWound shall acquire Bromelain SP from CBC, for transformation into the Product. 3.2 MediWound's rights as per Section 3.1 will be exclusive in the sense that CBC shall not nor shall permit any Affiliate or third party to manufacture, use, supply

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or sell Bromelain SP for utilization as an ingredient of any product which directly or indirectly competes with the Product. 4. Financial Provisions 4.1 In consideration for CBC's undertaking to supply Bromelain SP to MediWound and other obligations of CBC pursuant to this Agreement, MediWound has paid to CBC US$ [***] (US Dollars [***]) within 3 (three) business days of the Effective Date. 4.2 Payments for supply of Bromelain SP by CBC to MediWound as of the Amendment Effective Date shall be made in accordance with the following provisions: 4.2.1 The price of [***] Kg of an accepted batch of Bromelain SP (by MediWound pursuant to Section 6.4) shall be in accordance with the price per annual quantity table in Exhibit 4.2 attached hereto. The price used for invoicing during the year shall be based on the quantity in the Annual Forecast. At the end of each year the parties shall recalculate the amounts to be paid pursuant to the actual quantities purchased throughout the passing year and adjust the payments accordingly (for example: if the actual quantity purchased during the past year was higher than the Annual Forecast and such higher quantity should have been invoiced as per a lower price per Kg of Bromelain SP in accordance with price per annual quantity table in Exhibit 4.2, CBC shall recalculate the invoices for the past year as per the actual price that should have been invoiced and credit MediWound for the balance within [***] days accordingly. If the actual quantity purchased during the past year was lower than the Annual Forecast and such lower quantity should have been invoiced as per a higher price per Kg of Bromelain SP in accordance with price per annual quantity table in Exhibit 4.2, CBC shall recalculate the invoices for the past year as per the actual price that should have been invoiced and invoice MediWound for the balance within [***] days accordingly). 4.2.2 CBC may increase the prices only pursuant to an increase in its cost of manufacturing of the Bromelain SP. Any such increase shall be subject to MediWound's pre-approval, and no increase shall be executed more often than once every [***] months and any changes thereto shall be in-line with current market prices for Bromelain manufacturing except that (i) there is a change of cost of manufacturing of Bromelain SP due to a change requested by regulatory agency and confirmed by MediWound; and (ii) the Taiwan official Wholesale Price Index varies over [***]% within [***] months. When such exceptional situations arise, an increase

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of price shall be considered by MediWound at CBC's written request without the limit of no more often than once every [***] months. 4.2.3 MediWound shall make payment for each Bromelain SP batch that was supplied by CBC on a [***] days basis as of the date of delivery of the applicable batch at MediWound, provided that MediWound has provided CBC with an Acceptance Batch Notice for such purchased batch pursuant to Section 6.4. Payment for each purchase batch shall be effected by MediWound by swift to a bank account designated by CBC, or by other requested method as agreed between the parties. MediWound shall make down payment of USD[***]/kg for the [***]% of the amount of Annual Forecast before Dec.31 of the respective year for the insurance of components and materials and maintenance of manufacture and supply capacity of the requested [***]% of the next calendar year's Annual Forecast. The down payment will be then deducted respectively as every shipment is made to MediWound and listed in CBC's Invoice to MediWound. 4.2.4 Payment shall be made directly to CBC for payment for each order of Bromelain SP or, at CBC's written request, to Golden Life International Co., Ltd. on CBC's behalf, for payments other than any order of Bromelain SP (Payee); provided however, that any such payment to the Payee shall be considered as valid payment to CBC (as if made directly to CBC) in accordance with this Agreement, and that so long as such payment is made in accordance with CBC's said request, CBC shall have no claims or demands against MediWound for non-payment or in any other respect whatsoever in this regard. CBC solely shall be responsible to ensure that payment by MediWound to the Payee pursuant to CBC's request does not violate any applicable laws and regulations. Any tax implications due to payment to the Payee in accordance with CBC's request shall be borne by CBC. For avoidance of doubt, it is clarified that the Payee shall not be considered as a third party beneficiary under this Agreement and shall not have any rights to enforce payment or any other rights of CBC under this Agreement. 4.2.5 Invoices shall only be issued upon delivery of the Bromelain SP batch which shall take place only after CBC's quality control department has completed its testing and authorized delivery to MediWound, and MediWound's quality control department has provided CBC with an Acceptance Sample Notice for that batch and that the batch itself can be delivered.

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4.2.6 The consideration to be paid pursuant to this Agreement is final and inclusive of all taxes and/or duties, of whatsoever nature. If applicable laws require the withholding of taxes, MediWound will deduct the taxes from the related payment otherwise due to CBC, and such taxes shall be paid to the proper taxing authority. For avoidance of doubt, payments will be made only after receiving exemption from tax deduction approval from the tax authority in Israel. Delay in payment as a result of not receiving such exemption will not constitute late payment or breach hereunder. 5. Manufacture of Bromelain SP 5.1 Without derogating from CBC's representations and warranties herein, CBC and MediWound shall work together in order to enable the CBC facility to accomplish all required standards, related to the manufacturing, packaging and delivering of Bromelain SP in accordance with the Specifications, GACP (Good Agricultural and Collection Practice) and cGMP (Current Good Manufacturing Practice) standards, ISO 22000 and all other applicable laws and regulations. For such purpose, and without derogating from other terms herein, CBC shall permit MediWound, and/or a consultant on MediWound's behalf, to access and inspect the CBC facility and advise MediWound and/or CBC on such actions to be taken for accomplishing such compliance. Such mutual regulatory preparations shall begin no later than the finalization of MediWound's current phase III clinical trial. CBC warrants and represents that all Bromelain SP shall be manufactured and supplied in compliance with the Specifications, quality control methods and test methods, all applicable SOP's and all applicable laws, and in accordance with GACP, cGMP, including the relevant guidelines, policies, codes, requirements, regulations, approvals and/or standards from time to time promulgated or issued by any relevant governmental and/or regulatory authority which relate to the manufacture of the Bromelain SP to be used for the production of a pharmaceutical agent as the Product. CBC warrants further that CBC has, and will for the duration of this Agreement retain, all applicable regulatory approvals required for the carrying out of its obligations hereunder, including without limitation the manufacturing, packaging and supply of the Bromelain SP. 5.2 All manufacturing, packaging and labeling activities done at CBC will be performed according to the pre-approved batch records. If CBC wishes to make changes to the Specifications, the production and/or packaging batch records, the SOPs related to the Bromelain SP, or the design of the manufacturing process or any other change during production which would effect the quality of the

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Bromelain SP or of the Product and/or otherwise would effect the Bromelain SP in any way or which might effect the regulatory approvals of the Product, then CBC shall (i) notify MediWound in writing at least 6 months in advance regarding such proposed changes, and (ii) represent that such change will not adversely effect the quality of the Bromelain SP or of the Product in any way, and (iii) not make such changes without MediWound's prior written approval, and (iv) will assure that such change will not delay or in any way effect any open orders for Bromelain SP. 5.3 MediWound shall participate and support the upgrade of the Facility and the generation of documentation for submission to the relevant Regulatory Authorities, all as may be determined to be necessary and appropriate, by independent regulatory consultants, designated by mutual consent. Such participation and support shall be in the form of an investment made by MediWound in the CBC facility, not to exceed $[***] (US Dollars [***]). 5.4 CBC undertakes to keep all records reasonably required by MediWound relating to the manufacture, quality control and testing of Bromelain SP. Such records shall include, but not be limited to, all records required by applicable laws and regulations, of the territories in which the Product is marketed and sold. MediWound (itself or through anyone on its behalf) or any relevant regulatory authority shall have the right to audit any such records and/or the relevant facilities of CBC (or any facilities of any CBC third party or subcontractor involved in the manufacture, quality control and/or supply of the Bromelain SP) with reasonable prior notice, during regular business hours, including the right to ask CBC to provide any relevant documents. CBC shall inform MediWound of any announced regulatory inspections that directly involve the Bromelain SP or the Product within 48 hours of the notification to CBC of such an inspection. 5.5 During the term of this Agreement, CBC shall make available to MediWound any and all information and data which it generates or which comes into its possession relating to any improvements in the manufacture and supply of the Bromelain SP. CBC shall, throughout the term of this Agreement, assist MediWound in all respects with regard to regulatory submission including but not limited to providing any information, data or documents in its possession. If any regulatory agency requests any changes to the Specifications or the manufacturing process, (including but not limited to any changes as a result of an audit performed) CBC shall (i) inform MediWound in advance and in writing of the changes needed to be made, and (ii) promptly advise MediWound as to any lead-time changes or other terms which may result therefrom, and (iii) make such changes, in coordination with MediWound as soon as possible.

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5.6 Sampling and Testing Procedures 5.6.1 The sampling procedures of incoming raw materials, packaging materials, in process control and released Bromelain SP shall be agreed between CBC and MediWound and conducted by CBC as per CBC's signed SOP as approved by MediWound. 5.6.2 MediWound and CBC will jointly agree and update from time to time as applicable the incoming raw materials, in-process and release testing methods applicable to the Bromelain SP. 5.6.3 CBC will test each batch of Bromelain SP for conformance with the batch Specifications, and for each batch of the Bromelain SP supplied by CBC, CBC will provide a certificate of analysis signed and dated by the responsible person at CBC, who has released the batch. 5.6.4 For each batch provided, CBC shall provide to MediWound a copy of the batch production and packaging execution records and shall retain such original records for one (1) year beyond the shelf-life of the Bromelain SP unless required by MediWound or under applicable laws and regulations to maintain the records for a longer period of time. 5.7 Quality Assurance Investigations 5.7.1 Any deviation from the production process during the manufacture thereof shall be explained and documented in batch records. Any deviation that may impact on the safety/quality of the Bromelain SP or the Products and on other related issues will be investigated by CBC, and communicated to MediWound within 48 hours from the time of discovery. Following the investigation, the relevant corrective actions shall be taken and implemented. 5.7.2 CBC shall perform an out-of-specifications investigation in respect of batches that do not meet the batch Specifications. 5.7.3 Each investigation shall be reviewed by a CBC designated quality representative, and will follow the procedures recommended by regulatory agencies and as set out in relevant CBC SOP's. All completed investigation reports and other written documentation relating to all investigations shall be provided to MediWound and shall be included in the applicable released and executed batch records. Any corrective actions shall be discussed and agreed by the parties before being executed by CBC.

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5.8 Quality Complaints; Recall 5.8.1 MediWound and CBC shall notify each other immediately by an e-mail, of any information concerning the quality and/or malfunction of the Bromelain SP. The parties will investigate all complaints, and shall respond in accordance with mutually agreed SOP's. Both parties shall comply with requirements of all regulatory authorities in dealing with complaints. MediWound shall have the right to determine whether any adverse event should be reported to any applicable regulatory authority. All quality assurance and/or quality complaints shall be handled in accordance with this section above. 5.8.2 In the event that CBC has any reason to believe that the Bromelain SP or one or more Products should be recalled or withdrawn from distribution, CBC shall immediately notify MediWound in writing. In such event MediWound shall, at MediWound's sole discretion, determine whether to recall or withdraw the Product from the market. 5.8.3 If a recall of the Product is due to CBC or the Bromelain SP, then the recall shall be conducted by MediWound at CBC's expense, and CBC shall replace such Bromelain SP at no charge to MediWound or shall provide MediWound with a credit or refund of same, at MediWound's election. 5.9 Storage CBC shall store, in accordance with the applicable CBC SOP, free of charge, Bromelain SP batches at its premises in appropriate storage conditions, for up to ninety (90) days from the day of the Acceptance Sample Notice for the respective batch or longer if CBC was unable to deliver such batch to MediWound earlier following the Acceptance Sample Notice. The Bromelain SP shelf life and designated packaging shall be in accordance with CBC SOP and subject to the supportive results of a proper stability study. 5.10 Retention of Samples CBC shall retain samples of Bromelain SP stored at their original package from each batch for the duration of the Products' shelf- life and for a period of one (1) additional year thereafter, in quantities sufficient to enable the performance of two (2) CBC's full release tests in accordance with the CBC's release specifications and release methods. 6. Supply of Bromelain SP 6.1 MediWound undertakes to purchase, and CBC undertakes to furnish, supply and deliver Bromelain SP to MediWound, in bulk, on the terms and conditions hereinafter set forth.

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6.2 MediWound shall furnish CBC with a non-binding forecast of its anticipated annual requirements of Bromeline SP by no later than November 1 of each year (Annual Forecast), for the next calendar year. Notwithstanding the foregoing, the first forecast for the calendar year that commenced on January 1, 2001, was furnished by MediWound to CBC by March 15, 2001. MediWound undertakes to order at least [***]% of the Annual Forecast per each year. CBC shall maintain, at all times, manufacture and supply capacity of at least [***]% of the Annual Forecast and shall maintain, in coordination with MediWound, inventory of Bromelain SP at its premises of (i) at least [***]% of the applicable Annual Forecast; and (ii) all Bromelain SP components and materials (the BSP Components and Materials) needed for the manufacture and supply of the Bromelain SP such that CBC can guarantee continuous supply of the Bromelain SP in accordance with MediWound's complete Annual Forecasts. In addition, the inventory of the BSP Components and Materials shall not be less than needed to manufacture [***] months stock of Bromelain SP (compared to the open purchase orders and the applicable Annual Forecast) or longer (respectively) for BSP Components and Materials having a lead time of more than [***] months. CBC shall provide MediWound with quarterly inventory and production reports for Bromelain SP and BSP Components and Materials. Purchase orders issued by MediWound to CBC for quantities within the [***]% of the Annual Forecast shall be binding upon CBC and shall be deemed accepted upon delivery of the purchase order to CBC. Such purchase orders shall be supplied on the date specified in the applicable purchase order provided that the lead time in any purchase order shall be at least [***] days as of the purchase order's date. Purchase orders issued by MediWound to CBC during a certain year for quantities exceeding [***]% of the applicable Annual Forecast shall be binding upon CBC, except that with respect to any amounts exceeding [***]% of the applicable Annual Forecast, CBC's obligation to provide such exceeding quantities shall be based on best efforts and CBC shall have an extended lead time for delivery as shall be agreed upon by the parties on a case by case basis. CBC shall confirm in writing, within 5 days of its acceptance of such exceeding purchase order, and shall state the anticipated delivery date for the exceeding amounts. Without derogating from CBC's obligations under this Agreement, in the event that CBC is unable to supply all the Bromelain SP covered under any purchase order on the dates specified in the applicable supply plans, CBC shall promptly notify MediWound in writing in a separate notice to MediWound of such delay or noncompliance. In such event, and without prejudice to any other

remedies

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available to MediWound, CBC shall use its best efforts to fully comply with the purchase order as soon as possible. 6.3 CBC shall be responsible to prepare the shipment of Bromelain SP in accordance with a shipment SOP. Such shipment SOP shall comply with the regulatory requirements as well as specify the documents that should accompany any shipment (i.e. pro forma invoice, value for customs, specific declaration, and specific requirement for investigational products). CBC shall provide MediWound with copies of documents and reports with respect to each shipment of Bromelain SP, for quality assurance, quality control and regulatory purposes. 6.4 Prior to delivery of each batch of Bromelain SP, CBC shall submit a batch sample to MediWound for inspection and approval. MediWound shall have the right, for a period of [***] days following receipt, to reject any Bromelain SP sample which: 6.4.1 fails to comply with MediWound's purchase order; or 6.4.2 fails to comply with the sample incoming inspection Specifications. Within the said [***] days, MediWound shall notify CBC of either: (i) its approval and acceptance of such batch sample (Acceptance Sample Notice); or (ii) its rejection of the batch sample in which case MediWound shall detail the reason(s) for the rejection of any such Bromelain SP sample. In the event of rejection by MediWound, CBC shall deliver complying Bromelain SP sample to MediWound within [***] days of rejection, free of cost (including transportation, duty, handling and insurance costs). For clarification purposes, MediWound's Acceptance Sample Notice in accordance with this section above shall in no event derogate from CBC's responsibilities hereunder. After CBC receives MediWound's Acceptance Sample Notice, CBC shall deliver the corresponding batch to MediWound for inspection and approval. MediWound shall have the right, for a period of [***] days following receipt, to reject any Bromelain SP batch which: 6.4.3 fails to comply with MediWound's purchase order; or 6.4.4 fails to comply with the batch incoming inspection Specifications. Within the said [***] days, MediWound shall notify CBC of either: (i) its approval and acceptance of such batch (Acceptance Batch Notice); or (ii) its rejection of the batch in which case MediWound shall detail the reason(s) for the rejection of any such Bromelain SP batch. In the event of rejection by MediWound, at CBC's request and expense, MediWound shall return any such Bromelain SP batch to CBC and CBC shall deliver complying Bromelain SP

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batch to MediWound within [***] days of rejection, free of cost (including transportation, duty, handling and insurance costs). For clarification purposes, MediWound's Acceptance Batch Notice in accordance with this section above shall in no event derogate from CBC's responsibilities hereunder. 6.5 If there is a dispute between the parties as to whether any Bromelain SP sample or batch complies with the sample or batch Specifications respectively and/or with the quality requirements set forth herein and/or under the law, then, without derogating from MediWound's remedies under this Agreement or at law, such dispute shall be resolved by mutual investigation of the parties which shall be conducted in good faith. If the parties are still unable to resolve such dispute, an independent, mutually agreed third party shall be retained as a consultant to review batch records and related documentation. Such consultant's determination in respect of the conformity of a sample or batch shall be binding upon the parties. The non-prevailing party shall bear the costs of consultant's services as well as for the production of the batch and corrective actions. If appropriate, pursuant to such investigation and/or consultant's determination, CBC shall replace the non-complying Bromelain SP within 30 (thirty) days thereafter, free of cost (including transportation, duty, handling and insurance costs). 6.6 CBC, at its own cost, shall obtain and shall cause to remain in effect, such licenses, permits, approval and consents as may be required for its performance hereunder, including, without limitation, export of Bromelain SP from the Republic of China. 7. Liability and Indemnity 7.1 CBC shall defend and assume responsibility for any suit, claim or other action by a third party alleging that MediWound's use of Bromelain SP infringes any patents or other rights of such third party. 7.2 MediWound shall be solely responsible for the commercialization of the Product, e.g. the completion of development, final formulation, the conduct of clinical trials (as necessary), labeling and packaging, as well as the due preparation and submission of all documentation required for the prosecution of registration and Approval of the Product in each of the countries in the Territory. MediWound shall assume all liabilities arising from the development, commercialization, use, offer for sale, sale or supply by, through or on behalf of MediWound or its Affiliates, of the Product (and related materials). 7A. Insurance In order to provide insurance coverage for CBC responsibilities, obligations and undertakings as set out under this Agreement and/or as required under any law with

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respect to the manufacturing of Bromelain SP, CBC undertakes, at its sole cost and expense, to take out and maintain an All risk insurance against loss of and destruction or damage to the Facility (including fire, theft and vandalism, etc.), third party liability insurance, product liability insurance for the Bromelain SP and employers liability insurance. Without prejudice to the above, CBC shall maintain, or shall cause to be maintained with respect to itself and each of its Affiliates, such types and levels of insurance (including, without limitation, third party and product liability insurance), as are customary in the pharmaceutical or manufacturing industry to provide coverage for their activities contemplated hereby. Upon request of MediWound, CBC shall keep MediWound informed of the general parameters of its liability insurance program and any proposed substantive changes therein. Upon request, CBC shall furnish MediWound certification of insurance (and/or true copies of policies) showing the above coverage, signed by an authorized agent of the insurance company, certifying that liability assumed under this Agreement is fully insured without exception, and providing for at least thirty (30) days prior written notice. 7B. Limitation of Consequential Damages EXCEPT FOR BREACH OF CONFIDENTIALITY OBLIGATION HEREUNDER, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF USE, DATA OR LOST PROFITS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER UNDER THIS AGREEMENT, IN TORT OR OTHERWISE. 8. Confidentiality 8.1 CBC and MediWound undertake to each other to keep, and shall procure that their respective Affiliates, employees, directors, officers, consultants and contractors (including those of any Affiliate) shall keep, confidential all information received from each other during or in anticipation of this Agreement however obtained and in whatever form (the Confidential Information). For clarification purposes, any information, materials and know-how related to the Product and/or provided by MediWound in connection with this Agreement including any related intellectual property rights, shall be owned solely by MediWound and shall constitute MediWound's Confidential Information which may be used by CBC solely for the purpose of manufacturing and supply of Bromelain SP to MediWound. Confidential Information shall not include the following:

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8.1.1 information which at the time of disclosure by one party to the other is in the public domain; 8.1.2 information which after disclosure by one party to the other becomes part of the public domain by publication except by breach of this Agreement; 8.1.3 information which the receiving party can establish by competent proof was already in its possession at the time of its receipt and was not acquired directly or indirectly from the other party; and 8.1.4 information received from third parties who were lawfully entitled to disclose such information. 8.2 Any Confidential Information received from the other party shall not be disclosed or used for any purpose other than as provided or anticipated under this Agreement. 8.3 The confidentiality and non-use obligations contained in this Agreement shall continue for the duration of this Agreement and for a period of 5 (five) years after termination or expiry of this Agreement, provided however that any Confidential Information with respect to the Product, including without limiting, such information with respect to intellectual property rights in connection with and/or related to the Products shall remain confidential in perpetuity. 8.4 The provisions of this Section 8 shall in no event prevent MediWound from disclosing any Technical Information to Regulatory Authorities or other governmental agencies in support of any application for regulatory approvals of the Product or any amendments thereof or in general whenever required to disclose such information under any applicable law or regulation. MediWound shall make reasonable efforts to notify CBC of its intention and the identity of the intended recipient as soon as reasonably practicable and if possible, prior to the date of disclosure. 9. Duration This Agreement shall come into force on the Effective Date and the amendments herein shall be in effect as of the Amendment Effective Date. This Agreement as amended shall continue in force until terminated in accordance with the provisions of Section 10. 10. Termination 10.1 MediWound may terminate this Agreement at any time, by 6 (six) months prior notice in writing.

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10.2 CBC may terminate this Agreement by no less than 24 (twenty four) months notice given in writing by CBC to MediWound, or such greater period as may be reasonable for MediWound to establish an alternative source of manufacture of Bromelain SP and/or to acquire sufficient inventory of Bromelain SP for a 24 (twenty four) months period. 10.3 In the event of any breach of this Agreement at any time, if the breach complained of shall not be corrected by the breaching party within 90 (ninety) days of the other party's notice, either party hereto may, at its option: 10.3.1 by giving 90 (ninety) days written notice, specifying the breach complained of, terminate this Agreement, and the party asserted to be in breach shall have the right to treat the alleged breach as a dispute under Section 15; or 10.3.2 regard the breach and any failure to cure as the basis for a dispute and proceed to dispute resolution under Section 15 and such legal or equitable remedy as shall be applicable. 11. Effects of Termination 11.1 Upon termination of this Agreement, the parties shall abide by and uphold any and all rights or obligations accrued or existing as of the termination date, including, without limitation with respect to outstanding orders for Bromelain SP placed hereunder. 11.2 Any rights or remedies of either party arising from any breach of this Agreement shall continue to be enforceable after termination of this Agreement, unless previously waived in writing. 12. Assignment 12.1 Subject to Section 12.2, neither party shall assign its rights or obligations hereunder, in whole or in part, except with the prior written consent of the other party, except to a party acquiring all of the business of the assigning party to which this Agreement relates. Prior to any such permitted assignment the party wishing to effect the transaction shall procure that the third party concerned covenants directly with the other party to this Agreement to comply with the provisions of this Agreement, which shall be binding on it as the successor and assign of such party. 12.2 MediWound may assign all of its rights and obligations under this Agreement or perform some or all of its obligations under this Agreement through its Affiliates and Sub-Contractors, provided that MediWound shall remain solely responsible for and be guarantor of the performance by its Affiliates and Sub-Contractors and

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. 16

procure that its Affiliates and Sub-Contractors comply fully with the provision of this Agreement in connection with such performance. 13. Miscellaneous 13.1 Failure or delay by either party in exercising or enforcing any right or remedy under this Agreement in whole or in part shall not be deemed a waiver thereof or prevent the subsequent exercise of that or any other rights or remedy. 13.2 CBC and its employees and MediWound and its employees shall at all times be considered as independent contractors of each other, and at no time or under any circumstances shall they be considered employees, representatives, partners or agents of each other. 13.3 This Agreement shall constitute the entire agreement and understanding of the parties relating to the subject matter of this Agreement and supersede all prior oral or written agreements, understandings or arrangements between them relating to such subject, except for the TT Agreement. The MOU shall be deemed so superseded by this Agreement only upon the Effective Date. 13.4 Other than as explicitly amended and marked herein, all applicable terms and conditions of the Agreement as originally executed by the parties shall remain without change and shall continue to be binding and in full force and effect. No change or addition may be made to this Agreement except in writing signed by the duly authorized representatives of both parties. 13.5 The provisions intended by their nature to survive the termination or expiration of this Agreement shall so survive including without limiting Sections 1, 3.2, 5.1, 5.2, 5.4, 5.8, 5.10, 7, 7A, 7B, 8, 11, 13 (as amended), 14 and 15. Without derogating from the foregoing, it is clarified that the restriction with respect to MediWound's intellectual property and CBC's obligations under the TT Agreement as well as MediWound's exclusive rights under this Agreement (as amended) shall continue to apply and survive the termination or expiration of the Agreement. 14. Notices 14.1 Any notice or other document given under this Agreement shall be in writing in the English language and shall be given by hand or sent by prepaid airmail, by facsimile transmission or electronic mail to the address of the receiving party as set out below unless a different address, facsimile number or e-mail address has been notified to the other in writing for this purpose. 14.2 MediWound's address for service of notices and other documents shall be:-

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. 17

MediWound Ltd. 42 Hayarkon St., 81227 Yavne Israel Tel: +972 8 932 4010 Fax: +972 8 932 4011 E-Mail: [***] 14.3 CBC's address for service of notices and other documents shall be:- Challenge Bioproducts Corporation, Ltd. 17 Tou-Kong 12 Rd., Tou-Liu City, Yun-Lin Hsien, Taiwan, R.O.C., (CBC) Facsimile: +55-5572-045 E-Mail: [***] 15. Governing Law and Disputes 15.1 This Agreement is made under and subject to the provision of the substantive laws of the State of New York, without giving effect to its conflict of law rules. 15.2 Any disputes relating to this Agreement of whatever nature that cannot be resolved by negotiation between the parties shall be referred for final resolution to arbitration in New York City by 3 (three) Arbitrators under the Rules of the American Arbitration Association. The arbitration proceedings shall be conducted in English. The decision of the arbitrators shall be final and binding upon the parties and their legal successors. The arbitrators may at their discretion, provide for discovery by the parties not to exceed 4 (four) months from the date of notice of arbitration and the arbitrators shall notify the parties of their decision in writing within 30 (thirty) days of the completion of the final hearing. The arbitrators may at their discretion award costs and expenses in respect of the arbitration. 15.3 The parties submit to the exclusive jurisdiction of the courts of the State of New York.

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IN WITNESS WHEREOF, the parties, each by its duly authorized signatory, have caused this Agreement to be executed as of the date first above- mentioned.

/s/ Gal Cohen

/s/ Ching-Kuan Lin

MediWound Ltd.

Challenge Bioproducts Corporation Ltd.

By: Gal Cohen

By: Ching-Kuan Lin

Its: Chief Executive Officer

Its: President

MediWound Ltd.

Challenge Bioproducts Co., Ltd.

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. 19

List of Exhibits Exhibit 1.13 - Current Bromelain SP Specifications Exhibit 4.2 - Price list per annual quantity Exhibit A - a copy of this Supply Agreement as originally signed on 11/1/2001

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. 20

Exhibit 1.13 Current Bromelain SP Specifications [***]

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

Exhibit 4.2 Price list per annual quantity

MediWound Ltd. 42 Hayarkon Street, Yavne, Israel Tel: 972-8-9324010 www.mediwound.com

Supply Agreement as amended on Feb 28 2010. Exhibit 4.2 Price list per annual quantity The price of [***]Kg of released BSP below an annual ordered quantity of [***] Kg shall be USD[***]/Kg [***]. The price of [***]Kg of released BSP above an annual ordered quantity of [***] Kg shall be between USD[***]/Kg [***], as jointly agreed and set between CBC and MW, once the forecasted annual ordered quantity exceeds [***] Kg of released BSP. Challenge Bioproducts Corporation Ltd: Date: 2011.10.12

Signature: /s/ Ching-Kuan Lin

MediWound Ltd.

Date:

Signature: /s/ Gal Cohen

Chief Executive Officer

MediWound, Ltd.

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

th

Exhibit A - a copy of this Supply Agreement as originally signed on 11/1/2001 [Omitted: Agreement no longer in effect]

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. 1

A:
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?
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