Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

On July 12, 2024, Eve Holding, Inc.(the "Company") entered into a subscription agreement (the "Subscription Agreement") with Space Florida (the "Subscriber")relating to a private placement (the "Private Placement")forthe issuance and sale of 400,000newly issued shares of common stock of the Company, par value $0.001 per share ("Common Stock"), for cash at a purchase price of $4.00per share.

Upon the consummation of the Private Placement, the Company is expected to receive aggregate gross proceeds from the Private Placement of approximately $1.6million. The Company intends to use the net proceeds from the Private Placement for working capital and general corporate purposes.

The Subscription Agreementprovidesfor certain registration rights. In particular, the Company is required to, as soon as practicable but no later than 90business days following the Closing, file with the U.S. Securities and Exchange Commission (the "SEC") a registration statement registering the resale of such shares of Common Stock. Additionally, the Company is required to use its commercially reasonable efforts to cause the registration statement to be declared effective as soon as practicable after the filing thereof, but no later than the earlier of: (i) the 90thcalendar day following the filing if the SEC notifies the Company that it will "review" such registration statement following the Closing; and (ii) the 10thbusiness day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the registration statement will not be "reviewed" or will not be subject to further review.The Company must use commercially reasonable efforts to keep the registration statement effective until all such securities cease to be outstanding or such investors no longerhold any such securities..

The Subscription Agreementcontainscustomary representations and warranties and covenants that the parties made to, and solely for the benefit of, each other in the context of the Subscription Agreementand in the context of the specific relationship between the parties.The provisions of the Subscription Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to such agreements and are not intended as documents for investors and the public to obtain factual informationabout the current state of affairs of the Company.

The foregoing description of the Subscription Agreementdoesnot purport to be complete and is qualified in its entirety by reference to the full text of the Subscription Agreement. The Subscription Agreement is consistent with the form previously filed as Exhibit 10.1 to the Current Report onForm 8-K filedby the Companyon July 1, 2024, and such form is incorporated into this Item 1.01 by reference herein.