Eve Urban Air Mobility, LLC entered into a letter of intent to acquire Zanite Acquisition Corp. (NasdaqCM:ZNTE) from a group of shareholders for $2.2 billion in a reverse merger transaction on February 23, 2021. Eve Urban Air Mobility, LLC entered into a definitive business combination agreement to acquire Zanite Acquisition Corp. from Zanite Sponsor LLC and others in a reverse merger transaction on December 21, 2021. The business combination values Eve at an implied $2.4 billion enterprise value. Upon closing of the transaction, and assuming no redemptions by Zanite's stockholders, Eve will have approximately $512 million in cash, resulting in a total pro forma equity value of approximately $2.9 billion. In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the closing of the transactions contemplated by the Business Combination Agreement (the “ Closing ”), Zanite has agreed to pay consideration in exchange for the issuance and transfer by Zanite to EAH of 220 million shares of Zanite Common. Upon closing of the transaction, Eve will become a wholly owned subsidiary of Zanite and Zanite will change its name to Eve Holding, Inc. ("Eve Holding") and will be listed on the New York Stock Exchange (the "NYSE") under the new ticker symbol, "EVEX" and "EVEXW", before the midway-point in 2022. Embraer S.A. ("Embraer"), through its subsidiary Embraer Aircraft Holding, Inc., will remain a majority stockholder with an approximately 82% equity stake in Eve Holding following the closing of the business combination, including its investment in the PIPE. Eve will be led by co-CEOs Jerry DeMuro, who most recently served as CEO of BAE Systems, Inc., and Andre Stein, who has led Eve since its inception and served in leadership roles with Embraer for more than two decades. Kenneth C. Ricci will be appointed to serve as a Director of Eve Holding upon completion of the business combination. The remaining director nominees will be designated by EAH, except for one Director who will be designated by Acciona Logistica, S.A. Embraer will just simply have ordinary 1:1 voting rights and 4 of the 7 members of the board will be independent.

The transaction is subject to i) approval by Zanite's stockholders of the Business Combination Agreement, the business combination and certain other actions related thereto; (ii) the expiration or termination of the waiting period (or any extension thereof) applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; (iii) the pre-closing restructuring will have been completed in all material respects prior to the Closing in accordance with the terms of the Business Combination Agreement and the Contribution Agreement; and (iv) the absence of a UAM Material Adverse Effect and the absence of a Zanite Material Adverse Effect. The transaction, which has been unanimously approved by the Boards of Directors of both Embraer and Zanite and board of directors of Zanite recommends that the shareholders vote "FOR" the acquisition. As of February 22, 2022, the HSR Act waiting period expired. The transaction is expected to close in the second quarter of 2022. Cash proceeds raised in the transaction are expected to be used to fund operations, support growth and for general corporate purposes. The proceeds will be funded through a combination of Zanite's approximately $237 million cash in trust, assuming no redemptions by Zanite's stockholders, and a $305 million PIPE of common stock at $10 per share, comprised of commitments of $175 million from Embraer, $25 million from Zanite's sponsor and $105 million from a consortium of leading financial and strategic investors including Azorra Aviation, BAE Systems, Bradesco BBI, Falko Regional Aircraft, Republic Airways, Rolls-Royce and SkyWest, Inc. The special meeting of Zanite's stockholders to approve the transaction will be held on May 6, 2022. As of May 6, 2022, the shareholders of Zanite has approved the transaction. As of April 29, 2022, the transaction is expected to close on May 9, 2022.

Joel Rubinstein, Daniel Nussen, Arlene Arin Hahn, F. Paul Pittman, Steven Gee, Victoria Rosamond, Farhad Jalinous, Keith Schomig, Rebecca Farrington, Steven Lutt, Seth Kerschner, Richard Burke, Daniel Levin, Todd Wolynski and Matthew Kautz of White & Case LLP served as legal advisor to Zanite. Jefferies LLC, Cowen and Company LLC and BTIG, LLC served as financial advisors and capital markets advisors to Zanite. Paul T. Schnell, Thomas W. Greenberg, Michelle Gasaway, Bruce Goldner, Victor Hollender, Paul.Schnell and Erica Schohn of Skadden, Arps, Slate, Meagher & Flom LLP and Mattos Filho, Veiga Filho, Marrey, Quiroga Advogados served as legal advisor to Embraer and EAH. Raymond James & Associates, Inc. served as financial advisor and capital markets advisor to Eve and Banco Santander (Brasil) S.A., Banco Bradesco BBI S.A. and Banco International served as financial advisors to Eve. Morrow & Co., LLC acted as information agent and Continental Stock Transfer & Trust Company acted as transfer agent to Zanite. Zanite Acquisition Corp agreed to pay Morrow a fee of $32,500 for its services.