62 KiB
liabilities arising from the waived Condition Precedent to Closing for Seller and shall hold Seller harmless from any Loss incurred in connection therewith.
| 3.4. Seller (acting together) shall notify each other promptly upon becoming aware of the | mpliance | with | nditions | Pr | nf | losing. The Purchaser and the |
|---|---|---|---|---|---|---|
| satisfaction or waiver of the Conditions Precedent set forth in Section 3.1, | Section 3.2 and | |||||
| Section necessary and use best efforts to satisfy each of the Conditions Precedent set forth in this | 3.3, as | applicable. | Each of Seller | and | Purchaser shall | undertake all measures |
Article III. The Conditions Precedent under Section 3.1 may be waived, in whole or in part, by written instrument signed by all Parties to this Agreement. If the Conditions Precedent are not satisfied or waived by the Closing Date, this Agreement shall automatically terminate and be of no further force or effect, without any liability to any Party.
ARTICLE IV
CLOSING
4.1. Closing. Upon satisfaction or waiver of all Conditions Precedent described in Article III hereto (other than those Conditions Precedent that by their nature are to be satisfied at Closing), the actions and transactions set forth in Sections 4.3, 4.4 and 4.5 shall be carried out and shall all be deemed to take place simultaneously, it being understood that no action or transaction shall be deemed to have been completed or any document delivered until all such actions and transactions have been completed and the
required documents delivered (“Closing”).
4.2. Closing Place and Date. The Closing shall be held virtually
on June 30, 2025 (the
“Closing Date”) and without the need for a physical meeting.
4.3. Closing Obligations. At Closing, Purchaser shall:
a. pay the remaining portion of the Purchase Price, by electronic wire transfer
immediately available pursuant to the provisions of Section 2.2.
4.4. Seller's Closing Obligations. At Closing, Seller shall:
a. transfer the Transferred Shares to Purchaser, free and clear of any Liens; b. cause the Company to take all required measures so that the
Representatives, attorneys, advisors and/or counsels, as applicable, appointed by Purchaser for these purposes have full access to the passwords, codes, tokens, authorizations, digital certificates and any other information
that may be necessary for the Company to collect and pay taxes, make charges, transfers, payments and any financial movement of its bank
accounts;
| c. | provide | Purchaser and and all systems required for the operation of the | its Representatives, counsels with all information and documentation required for access to any | attorneys, advisors and/or business without ki |
|---|
17
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( )
any solution of continuity, including banking systems, accounting systems,
tax systems; and procure that a board meeting of the Company is held, or board resolutions of the Company are passed, to approve the transfer of the Transferred Shares and to instruct the registered office of the Company to update the Register of Members of the Company to record the transfer of the Transferred Shares.
4.5. Parties’ Closing Obligations. At Closing, the Parties shall:
a. execute the relevant transfer terms to formalize the transfer of the
Transferred Shares from the Seller to the Purchaser;
execute the Shareholders Agreement;
enter into all such other deeds, records, forms, certificates, papers and other documents and make or take all such other corporate actions, filings and other actions necessary or convenient for the consummation of the Closing and the implementation of the Transaction contemplated hereby; and
execute a Closing Memorandum, to (a) confirm the full compliance and/or waiver, as the case may be, of the Conditions Precedent; (b) confirm the full compliance and/or waiver, as the case may be, of all the obligations of the
Parties to be complied with until and on the Closing Date; and (c) register
the acts performed on Closing.
ARTICLE V REPRESENTATIONS AND WARRANTIES
5.1. Representations and Warranties of Seller with respect to Seller. The Seller
hereby represents and warrants to the Purchaser, as set forth below, and represent and
warrant further that the following statements are, on the date hereof, true, precise and correct.
a. Capacity and Authority. Seller is a natural person, born in Brazil, in good
health, against whom there is no Claim of guardianship, curatorship,
interdiction or any other procedure of a similar nature, with the aim of establishing an administrator for his assets. The Seller may freely dispose of his assets, there being no impediment to this. Seller has the power and
authority to execute this Agreement and to perform fully his respective
obligations hereunder. The execution and performance of this Agreement by
Seller, and the consummation of the Transaction, do not require any
authorization or approval from any Third Parties.
b. Enforceability. This Agreement has been duly and validly executed by the Seller and constitutes a legal, valid and binding obligation of the Seller, enforceable against Seller in accordance with its terms.
No Violation or Breach. Neither the execution of this Agreement, nor the consummation of the Transaction and performance of the terms and
A existência de assinaturas eletrônicas deve ser verificada no sumário 821 Pág.
conditions contemplated under this Agreement by Seller shall violation or breach of or default
applicable organizational documents of each applicable Law to which each of the Seller is subject.
d. Consents. No filing or registration
by any Governmental Authority
the execution of this Agreement by Seller
the Transaction contemplated e. Share Capital. (a) The Seller is the legitimate sole and undisputed
legal and beneficial owner Shares are free and clear of
Completion Date the
exactly as described herein. f. Brokerage Fees and Commissions. There is
legal advisor or finder which has been retained behalf of Seller or the Company who is commission or payment from
negotiation, preparation
consummation of the Transaction.
5.2. Representations and Warranties of Seller with respect to the Company and the Subsidiaries. Seller hereby makes the following representations and warranties with respect to the Company and the Subsidiaries,
warrants further that the following statements are, correct.
a. Organization, Power and Authority.
existing and in good standing incorporation. The Company has the requisite corporate power and authority to execute this Agreement and
hereunder. The execution
Company, and the consummation of the Transaction,
validly authorized by all requisite
Company.
b. Enforceability. This Agreement has
Company, and constitutes
Company, enforceable against the Company in accordance with
c. No Violation or Breach. Neither consummation of the Transaction conditions contemplated under this result in a violation or breach of
laws or applicable organizational
any applicable Law to which the Company is subject.
d. Share Capital. (i)
the Completion Date will be of fifty
America (USD50,000.00) divided into 4,950,000 Class par value USD0.01 each (“Class
(i) result in a
under any provision of the by-laws or
of the Seller; (ii) violate any
with or authorization, consent or approval or third party is required in connection with or the consummation by Seller of
hereby.
of the Company’s Shares. (b) The Company's any Liens. (c) The Seller will ensure that on the
authorized and issued share capital is no investment banker, broker,
by or is authorized to act on
| or | might be entitled to | any | fees, | ||
|---|---|---|---|---|---|
| the | Company | in | connection | with | the |
| execution | of | this | Agreement | or | the |
as set forth below, and represents and
on the date hereof, true, precise and
The Company is incorporated, validly
under the laws of the jurisdiction of its to perform fully its respective and performance of this corporate action
been duly and validly
a legal, valid and binding
Agreement
have been on the executed
obligation obligations
by the
duly and
part of the
by the of the
its terms.
the execution of this Agreement nor the
and performance of the terms and Agreement by the Company shall (i)
or default under any provision of the bydocuments of the Company; or (ii) violate
The authorised share capital as of
thousand dollars of the United States of A Common Shares of A Common Shares”) and 50,000 Class B
Kf
A existência de assinaturas eletrônicas deve ser verificada no sumário 822 Pág.
Common Shares of par value USD0.01 each (“Class B Common Shares”). (ii) The issued share capital
twenty thousand dollars
divided into 20,000 Class B Common Shares, fully paid-up and free and clear of any Liens. (iii) All
authorized, validly issued
issued in contravention first offer or similar rights
agreements or options
Shares. Neither the Seller any agreement by means from, own, possess or
Shares currently
Completion Date are and shall no outstanding or
subscription rights, conversion rights, exchange rights, rights of first offer or first refusal or other contracts that could or otherwise dispose of require the Seller to cause
capital stock. (vi) The
Shares, and
requiring consent from any third Subsidiaries. Exhibit 5.2(e)
participations currently in any other Person, upon
the “Subsidiaires”); which list indicates:
respective Person; (ii) the interest participation
or other securities, their nominal value of the interest held by the
voting share capital.
Transactions with Related Parties do not (i) have Subsidiaries; (ii) have any Indebtedness outstanding before the Company or
its Subsidiaries; and (c)
Subsidiaries. Consents. No filing or registration with or authorization,
by any Governmental Authority the execution of this Agreement by the
the Company of the Transaction contemplated hereby.
Financial Statements. The Company its first fiscal year shall Statements”). Once prepared, the Initial
accurate, complete and refer, and shall have been (i) derived from the accounting books and
of the Company; and
relevant and applicable indicated therein. The Initial
reflect, in all respects,
g. 20 do doc. 146 (BCB/DESUP-2025/230637)( A existência de assinaturas eletrônicas deve ser verificada no sumário of the Company as of the Completion Date will be of the United States of America (USD20,000.00)
Class B Common Shares will have been duly and will be fully paid-in, and will not have been
of any preemptive rights, rights of first refusal or
as of the Completion Date. (iv) There are no other
related to the sale and transfer of the
nor the Company is a signatory to or is bound by
of which it has assigned any rights to buy, benefit
acquire any of the Company’s Shares. (v) All the
issued and those that will be issued as of the
be free and clear of any Liens, and there are
authorized options, warrants, purchase rights, require the Seller to sell, transfer any share of capital of the Company or that could
| the Company | to issue | or sell | any | share of its | |
|---|---|---|---|---|---|
| Seller is the | sole | and | only | legal | owner of the |
| has full | authority | to | sell | such | shares without |
party.
contains a complete list of any and all interest
or to be held by the Company, directly or indirectly,
completion of the Contributions (jointly,
(i) the name and qualification of the
held, including type of shares (if existent); and (iii) the percentage Company in the respective total and
Parties. The Seller and its respective Related any Claims against the Company and/or the have any credit against the Company and/or the
consent or approval
or Third Party is required in connection with
Company or the consummation by
was incorporated in 2024, and therefore
end 31 December 2024 (the “Initial Financial
on
Financial Statements shall be true, correct in all respects, on the date to which they records
(ii) prepared pursuant to applicable Law and the GAAP, consistently applied throughout the periods
Financial Statements shall present fairly and the financial position, results of operation and cash
0
) do PE 285696
823 Pág.
flows, as well as all the assets
equity, income and net profits,
periods indicated therein. The Statements shall have been accounted for in accordance with the IFRS. The
Company shall maintain a system of internal to ensure that the Company does not maintain any off-the-books accounts
that are not allowed under IFRS and/or US GAAP, to the Company, and that the
| with Indebtdeness | the shall | be | management's correctly |
|---|---|---|---|
| The | Initial Subsidiaries, applicable Law. | Financial which financials | Statements |
Litigation. There are no Claims,
related to or that might have a negative effect on the Company
may be, or any of its respective assets or is engaged. There is no Claim
Governmental Authority that may prevent in accordance with the provisions of this Agreement.
i. All Subsidiaries have their respective in accordance with the auditor. ii. Other than the Claims that each Subsidiary is required to disclose
its Financial Statements,
which are fully disclosed
Claims, pending or threatened related to or that might
any of its respective assets engaged. There is no
before any Governmental Authority that
of the Transaction, Agreement. j. Tax Matters.
i. The Company complies with
has duly and timely performed all of its Tax and ancillary obligations. The Company has not received
notice that remains uncured Laws relating to Taxes.
ii. All the Taxes due by
correspondent Financial fully paid. All Taxes required
by or against the Company have been timely withheld,
deposited, as appropriate, and to the extent required.
iii. All Tax assets accounted for and (i) have been accounted
applicable Tax Law, (ii)
assets of the Company, and (iii) are not subject to any
( )
and liabilities, obligations, shareholders’
of the Company as of the dates and for the provisions recorded in the Initial Financial accounting controls adequate
as they may be applicable assets are used only in accordance directives. All the reflected in the Initial Financial Statements.
shall consolidate the results of all shall be recorded in accordance with the
pending or threatened against the Company
as the case
,
rights, or the business in which it in progress against the Company before any the completion of the Transaction,
Financial Statements prepared applicable Laws and audited by an external
in in accordance with applicable Laws, and
in the respective notes, there are no other
against the respective Subsidiary have a negative effect on the Subsidiary, or
or rights, or the business in which it is Claim in progress against the Subsidiaries may prevent the completion in accordance with the provisions of this
all Tax applicable Laws. The Company
obligations, Tax Returns
any written
alleging any violation of any applicable
the Company were duly registered in the Statements, and were duly and timely and to be withheld, collected or deposited
collected or
registered in the Company’s books
and registered in accordance with the
fairly, correctly and accurately reflect the
review and/or
reduction, except if determined by the applicable Law or by a
Governmental Authority. iv. The representations and warranties of this item (j) apply, mutatis
mutandis, to all Subsidiaries.
k. Labor Matters.
i. The Company complies with the labor and social security applicable Laws. ii. The Company is not a party or is bound to any collective bargaining or similar agreement entered into with any labor organization, or to labor rules or practices agreed upon with a labor organization or employees’ association that is applicable to the employees. iii. Other than benefits and/or incentives and/or support which may result from applicable Law, as in force on the date hereof, there is no additional
benefit, incentive or support offered by Seller and/or the Company to the employees.
iv. The representations and warranties of this item (k) apply, mutatis
mutandis, to all Subsidiaries.
. Permits and Licenses. (a) The Company and the Subsidiaries have and maintain in full force and effect all Permits required for the operation and conduct of their
respective businesses, in the Ordinary Course of Business; (b) the Company
and the Subsidiaries fully comply with all requirements and conditions of all of such Permits; and (c) the Company and the Subsidiaries are not not in breach of any aspect of any of their respective Permits. No Permit of the Company
and/or the Subsidiaries shall be affected by the execution and performance of
this Agreement or the consummation of the Transaction. There is no Claim
against the Company and/or the Subsidiaries to modify, suspend, terminate or
otherwise limit any such Permits.
m. Anticorruption. Neither the Company nor the Subsidiaries or their respective
Representatives, while acting on behalf of the Company and/or the Subsidiaries, as the case may be, has violated any Anti-Corruption Laws, nor (i) has used or
promised to use, directly or indirectly, any or Subsidiaries’ funds for illegal contributions, gifts, entertainment or other illegal payments to a member of a Governmental Authority, any political party, party official or political candidate; (ii) has made or promised to make any illegal payment to any
member of a Governmental Authority, any political party, party official or
political candidate; (iii) has made, paid, gave, authorized, offered, accepted or
promised to make any payment or gift to confer any financial or other
advantage or to transfer anything of value (whether directly, indirectly or through a Third Party) to or for the use or benefit of any Person, including, for
the avoidance of doubt, Third Parties, in all such cases with the intention of unlawfully influencing to obtain or retain business or business advantage for the Company, the Subsidiaries or their respective Affiliates; (iv) has made,
authorized, offered, accepted, tolerated or promised to make any bribe,
A existência de assinaturas eletrônicas deve ser verificada no sumário 825 Pág.
facilitation payment, rebate, payoff, influence payment or kickback to any member of a Governmental Authority has taken other actions that would
or any
violate any Applicable Laws that relate to bribery or corruption, including the Anti-Corruption Laws or anti-money laundering applicable Laws; or (v) has
made any other payment of any nature in violation of applicable Anti-Corruption Laws.
Books and Registries. The accounting, Tax and other financial and commercial
books and records belonging to the Company and the Subsidiaries are complete and accurate in all material respect and have been maintained in accordance with the applicable Laws and the appropriate business and tax practices, in all
material respects and in accordance with Ordinary Course of Business.
Ordinary Course of Business. Since its incorporation, with respect to the Company, and since 1st January 2024, with respect to the Subsidiaries, the
Company and the Subsidiaries have conducted their respective activities and businesses in the Ordinary Course of Business, and have not carried out any
transaction or act outside such course; and (ii) all debts, liabilities, contingencies and obligations of any nature undertaken are duly recorded in its respective
accounting records and books in compliance with IRFS and/or the US GAAP, as applicable.
Seller's Contributions. Seller's Contributions were made (or are to be made) in accordance with Exhibit 2.2.1. Seller hereby represents and warrants that (i) all Seller's Contributions were structured in the best interest of the
Company and/or the Subsidiaries, as applicable; and (ii) the contributions
resulting therefrom will not result in the transfer to the Company and/or the
Subsidiaries, as applicable, of any Indebtdeness, Lien, Loss or obligation
other than an Indebtdeness, Lien, Loss or obligation incurred or accrued by
the Company and/or the Subsidiaries, as the case may be, in its respective
Ordinary Course of Business.
5.3. Representations and Warranties of Purchaser. The Purchaser hereby
represents and warrants to the Seller, as set forth below, and represents and warrants
further that the following statements are, on the date hereof, true, precise and correct.
a. Organization, Power
existing and in good
incorporation. Purchaser has the
execute this Agreement
hereunder. The execution and and the consummation authorized by all requisite
b. Enforceability. This Agreement has Purchaser and constitutes Purchaser, enforceable against Purchaser in accordance with its terms. No Violation or Breach. consummation of the
conditions contemplated under this Agreement by Purchaser shall
in a violation or breach
g. 23 do doc. 146 (BCB/DESUP-2025/230637)( A existência de assinaturas eletrônicas deve ser verificada no sumário and Authority. Purchaser
standing under the
requisite corporate and to perform performance of this Agreement by Purchaser, of the Transaction, corporate action on the part of Purchaser.
been duly a legal, valid is incorporated, validly
laws of the jurisdiction of its power and authority to
fully its respective obligations
have been duly and validly and validly executed by the
and binding obligation of the
Neither the execution of this Agreement, nor the
Transaction and performance of the terms and
(i) result of or default under any provision of the by-laws or
fi
) do PE 285696
Pág. 826
applicable organizational documents of each of the Purchaser; (ii) violate any applicable Law to which each of the Purchaser is subject.
d. Consents. No filing or registration with or authorization, consent or approval
by any Governmental Authority or third party is required in connection with the execution of this Agreement by Purchaser or the consummation by Purchaser of the Transaction contemplated hereby.
ARTICLE VI
CONSENTS
6.1. CADE Approval The Parties hereby acknowledge and agree that, prior to the
execution of this Agreement, and effective acquisition of the Transferred Shares by Purchaser, Purchaser does not hold any interest, whether directly or indirectly, in any Person, business and/or enterprise in Brazil. As a result thereof, the Parties agree that the
implementation of the acquisiton of the Transferred Shares by Purchaser is not subject to
CADE Approval. Notwithstanding the foregoing, the Parties agree that in case Seller and/or
the Company receive any notice from CADE regarding the transactions contemplated
herein, Seller and the Company shall consult with Purchaser prior to responding such notice, which response shall be prepared jointly by Seller and Purchaser.
ARTICLE VII ADDITIONAL OBLIGATIONS AND COVENANTS
7.1. Confidentiality. Each of the Parties shall, and shall cause its Affiliates and their
respective Representatives, attorneys, advisors and/or counsels to, at all times, treat as
confidential all Confidential Information, this Agreement, the Shareholders Agreement and their respective provisions, as well as any other documents signed in connection herewith and the Transaction, as well as the information that it or they have received or obtained in connection with the negotiation, execution and performance of this Agreement.
7.2. Public Announcements. Except as otherwise required by applicable Law, no Party shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the Transaction and other covenants contemplated by this Agreement or
otherwise communicate with any news media without the prior written consent of the other Party, and the Parties shall, in any event, cooperate as to the timing and contents of any such
press release or public announcement.
7.3. Ordinary Course of Business. During the period between the date hereof and the
Closing Date, the Seller shall cause the Company and the Subsidiaries to (i) conduct its
respective businesses in the Ordinary Course of Business, (ii) preserve in all material respects
the and Subsidiaries’ current operations and business organization; (iii) endeavor
its commercially reasonable efforts to retain all of Company’s and Subsidiaries’ employees at decision-making level, and (iv) endeavor its commercially reasonable efforts to preserve
and Subsidiaries’ current relationships with its respective customers, suppliers,
sales agents, distributors and other persons with which it has significant business relationships,
in each case subject to 1 the Company’s and/or Subsdiaries’ best interest, as the case may
be; and 2 the applicable Law.
7.4. BCB Notification. Upon the implementation of the transactions contemplated herein, Seller shall cause the Company and/or the relevant Subsidiary, to notify the BCB with respect to the acquisition of the Transferred Shares by the Purchaser, as required by the applicable
Laws. The Parties agree that the BCB Notification shall be prepared jointly by Seller and Purchaser, and the Purchaser shall have the right to appoint its own attorneys and representatives to monitor and follow up on any proceedings with the BCB that may be
required as as result of the implementation of the transactions contemplated herein.
ARTICLE VIII
INDEMNIFICATION
8.1. Indemnification by Seller. After Closing, subject to the terms of this Article VIII,
Seller shall indemnify and defend the Purchaser and each of its Affiliates and Representatives (each, a “Purchaser's Indemnified Party”) from and against Losses incurred by any Indemnified Party resulting from or arising out of:
a. any breach, misrepresentation or inaccuracy of any representation or warranty
made by Seller pursuant to this Agreement and/or its respective Exhibits and/or any other disclosure documents executed by the Parties;
b. any acts, facts, activities, omissions or business of the Company and/or Subsidiaries, as well as any Claims and liabilities resulting therefrom, materialized, ascertained or recognized before or after the Closing Date, provided that such acts, facts, omissions, business, Claims and other liabilities occurred or had its triggering event occurred on or before the Closing Date, regardless of it being disclosed in this Agreement and/or its respective Exhibits and/or any other disclosure
documents executed by the Parties herein;
c. any acts, facts, activities, omissions or business of the Company and/or the
Subsidiaries, as well as any Claims and liabilities resulting therefrom, materialized,
ascertained or recognized before or after the Closing Date, provided that such acts, facts, omissions, business, Claims and other liabilities cumulatively meet the following criteria: (a) occurred or had its triggering event occurred on or before the
Closing Date and (b) are not covered by, or related to, any representation or warranty made by the Seller pursuant to Article and/or their respective Schedules V
and/or any other disclosure documents executed by the Parties (which, for the
avoidance of doubt, are subject to indemnification according to items (a) and (b)
of this Section 8.1); and/or
d. any breach or non-performance of any covenants and/or obligations undertaken by Seller under this Agreement and/or its Schedules.
8.1.1. The Parties agree that no materiality qualifier provided in Article V shall be used
for the purposes of determining whether a Loss is subject to indemnification under items (i) and (ii) of Section 8.1 above.
i
os
| 8.2. | Indemnification | he | Purchaser. After Closing, subject to the terms of this Article VIII, the Purchaser shall indemnify and defend Seller and each of its Affiliates and |
|---|---|---|---|
| Representatives (each, a | Indemnified Party”) from and against Losses incurred by any of such Seller's Indemnified Party resulting from or arising out of: | ||
| a. | any breach, misrepresentation or inaccuracy of any representation or warranty made by the Purchaser pursuant to Article V of this Agreement; |
b. any breach or non-performance of any covenants and/or obligations undertaken
by the Purchaser under this Agreement.
8.3. Limits of the Indemnification. The Parties agree that any indemnification possibly
due under Section 8.1 by the Sellers shall be subject to the following limitations:
8.3.1. Indemnification Period. The indemnification obligations of the Seller set forth in
Section 8.1 shall survive until the fifth (5th) anniversary of the Closing Date, except for
any indemnification obligation related to the breach or inaccuracy of Seller's Fundamental Representations and Warranties, which shall survive for the respective terms of statutes of limitation, as provided for in the applicable Laws.
8.3.2. Cap. The maximum aggregate amount of Losses for which the Sellers may be
required to indemnify all Indemnified Parties shall be limited to the Purchase Price.
8.3.3. De Minimis. The Seller shall not be required to indemnify a Purchaser's Indemnified Party in the event that the value of an individual Loss is lower than ten thousand dollars of the United States of America (USD10,000.00) ("De Minimis”).
8.3.4. Basket. The Seller shall only be required to indemnify a Indemnified
Party once the aggregate amount of Losses exceeds two hundred thousand dollars of the United States of America (USD200,000.00) (“Basket”), provided that once the
Basket is reached, all Losses will be due and payable. For the purposes of calculating the amount of the Basket, any and all Losses below the De Minimis amount shall not be considered and, therefore, in no event shall any individual Loss which is lower than the De Minimis be indemnifiable by the Sellers.
8.3.5. Exceptions. The Parties agree that (i) notwithstanding the expiration of any survival period set forth above, if an Indemnified Party has provided notice with respect
to an indemnification obligation within the applicable survival period, the relevant
indemnification obligation shall survive, solely with respect to such claim as is asserted
in such notice, until the claim has been finally resolved; and (ii) the limitations set forth
in Sections 8.3.1 through 8.3.4 shall not apply to any indemnity deriving from gross
negligence, willful misconduct or fraud.
8.4. Direct Claim. At any time after the Closing Date, if any Indemnified Party or Seller's Indemnified Party, as the case may be (“Indemnified Party”), becomes aware of ze
any Loss subject to indemnification under the terms of this Article VIII but not arising out of a Third Party Claim (as defined below) (“Direct Claim”), such Indemnified Party shall take the following action:
8.4.1. The Indemnified Party shall send a written notice of such Direct Claim to the
Seller or the Purchaser, as the case may be (“Indemnifying Party”), within ten 10
Business Days after the Indemnified Party acquires knowledge of the Direct Claim (“Notice of Direct Claim”). The Notice of Direct Claim shall describe the Direct Claim in reasonable detail, accompany any and all necessary document regarding such Direct
Claim, and contain a reference to the provisions of this Agreement pursuant to which
such right of indemnification arises or is claimed. The Indemnified failure to send a Notice of Direct Claim in the timing set forth herein shall not exempt the Indemnifying
Party from the indemnification obligation set forth in this Article VIII except to the extent
that the Indemnifying Party is prejudiced by the failure.
8.4.2. Should the Indemnifying Party expressly agree (i) to be liable for the payment of the Loss in question; and (ii) with the amount presented in the Notice of Direct Claim, then the Direct Claim shall be construed as a notice of Loss and such Loss shall be paid
by the Indemnifying Party pursuant to the provisions of Section 8.6.
8.4.3. Should the Indemnifying Party inform, in its response, that it is not liable for the claimed Loss or that it does not agree with the amount of the Loss presented in the Notice of Direct Claim, the Parties shall meet within the fifteen 15 subsequent days to try to reach an agreement in good faith about such Direct Claim. If the Parties fail to reach an agreement on amicable terms about the Direct Claim, the Parties will defer the
dispute to an arbitration procedure, pursuant to Section 10.1.
8.5. Third Party Claim. At time after the Closing Date and during the applicable
any survival period, if Indemnified Party becomes of Loss subject to indemnification
any aware any under the terms of this Article VIII arising out of a Claim (including, for the avoidance of doubt,
any investigation, inspection and inquiry, among others) brought at any time by a Governmental Authority or any other third party (“Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice with copy of all the documents and information related to such Third Party Claim, indicating reference to the provisions of this Agreement
pursuant to which such right of indemnification arises or is claimed (“Notice of Third Party Claim”), so that the Indemnifying Party becomes aware of such Third Party Claim and in order for it to decide, at its sole discretion, whether or not it will conduct the defense of such Third Party Claim using its own legal counsel. For the avoidance of doubt, the conduction of the defense of a Third Party Claim shall include any necessary communication with, and provision of information to, third parties (including Governmental Authorities), as well as determination
of defense strategy, including in connection with any investigation, inspection and inquiry, and
the Indemnified Party shall always adopt and implement the instructions given by the
Indemnifying Party in good faith, as applicable.
8.5.1. The Notice of Third-Party Claim shall be sent by the Indemnified Party to the
Indemnifying Party within at most ten 10 days from the date it receives notice of the ki
( )
relevant Claim, or within a period that allows the Indemnifying Party to have a term corresponding to one-half 1/2 of the legal term established for the defense against such Claim, whichever is shorter. Should the Indemnified Party fail to comply with its obligations under this Section 8,5 (including failure to send the Notice of Third Party Claim within the term mentioned herein), the Indemnifying Party shall not be exempted from the indemnification obligation set forth in this Article VIII except to the extent that
the Indemnifying Party is prejudiced by the failure.
8.5.2. The Indemnifying Party shall inform the Indemnified Party about its decision on the conduct of the defense of a Third Party Claim within at most five 5 Business Days as from the date of receipt of the Notice of Third Party Claim sent by the Indemnified
Party, or within a period that allows the Indemnified Party or the Company, as applicable,
to have a term corresponding to one-half 1/2 of the remaining legal term established
for the defense against such Claim, whichever is shorter. Should the Indemnifying Party fail to answer the Notice of Third Party Claim within such period, the Indemnified Party shall be entitled to conduct the defense of the Third Party Claim in question (and the costs and expenses relating thereto will be considered a Loss for the purpose of this Article VIII).
8.5.3. If the Indemnifying Party timely elects to conduct the defense of an indemnifiable Claim, it will bear all costs and expenses and will be responsible for all Losses of the Indemnified Party with respect thereto, and the Indemnified Party shall
cooperate with the Indemnifying Party by granting access to all information reasonably
required for preparation of the answer or defense, as well as, should it be requested by
the Indemnifying Party, grant specific powers to an attorney appointed by the Indemnifying Party for representation of the Claim. The Indemnified Party may supervise
and monitor the procedures by means of contacts with the attorney so appointed. If the
Indemnifying Party assumes the defense of any Claim, any settlement, compromise or discharge of such Claim shall not require the consent of the Indemnified Party, unless and to the extent such settlement, compromise or discharge (a) implies any obligation to the Indemnified Party other than a pecuniary obligation (subject to indemnification under this Article VIII), (b) is against the Company’s policies for claims of the same nature; or (c) involves reputational issues for the Indemnified Party, provided, further,
that any required consent shall not be unreasonably delayed, conditioned or withheld by the Indemnified Party. For the avoidance of doubt, any settlement, compromise or
discharge that does not result in a full discharge of the Indemnified Party in relation to
the respective Claim shall not exempt the Indemnifying Party from indemnifying the
Indemnified Party in relation to any Loss arising from the portion of the Claim not subject
to such settlement, compromise or discharge, subject to the rules and limits set forth in
this Article VIII.
8.5.4. If the defense against a Third Party Claim subject to indemnification pursuant
to this Agreement is conducted by the Company or the Indemnified Party, the Company or the Indemnified Party, as applicable, shall conduct such defense reasonably and in good faith, it being understood that the reasonable costs and out of pocket expenses related to such defense (including external fees) shall be considered a Loss
and reimbursed by the Indemnifying Party. The Indemnifying Party may monitor and supervise the procedures by means of contacting the attorney(s) responsible for the
2s
defense of the Third Party Claim and having access to the reports to be prepared by such
responsible attorney(s), provided that, (i) if the defense of the Third Party Claim is to be conducted by the internal attorneys of the Company, the Seller shall have the right to appoint one or more external attorneys to follow and supervise the developments of the
defense of such Third Party Claim. If the defense of the Third Party Claim is to be conducted by external attorney(s), such external attorney(s) shall be selected and
appointed by the Company from a list of at least three 3 attorneys to be provided by
the Purchaser, and the appointed external attorney shall: (a) provide documents and information to both Purchaser and Seller in relation to the Third Party Claim and the
defense thereof, (b) keep the Purchaser and Seller updated in relation to all
developments and strategies of defense of the Third Party Claim, and (c) take into
consideration in good faith all comments, inputs and suggestions to be given by the
Purchaser and Seller.
8.5.5. If the Company or the Indemnified Party assumes the defense of any Third
Party Claim, any settlement, compromise or discharge of such Claim shall require the
consent of the Indemnifying Party (which consent shall not be unreasonably delayed,
conditioned or withheld by the Indemnifying Party).
8.5.6. The Parties agree that the Indemnifying Party shall be responsible for the payment of any judicial deposits that be the of Third Party
may necessary in course any
Claim subject to indemnification, pursuant to this Agreement.
8.6. Payment of Indemnification.
made by the Indemnifying Party to the Indemnified Party within thirty 30 days of the receipt
by the Indemnifying Party of a (i) a final and unappealable decision a Third Party Claim; (ii) a final
the applicable Loss in relation to
Party and Indemnified Party, in one Party to the other, as applicable, whichever
9.1. Termination. This Agreement
following situations:
a. by the mutual written consent of Purchaser and Seller; b. by either Seller or writing that it has
Transaction for any reason;
by Seller Purchaser, if or
c.
has issued a final, non-appealable Governmental restraining order)
consummation of the Transaction contemplated by this Agreement;
Any payment of indemnification for Losses shall be
written notice informing that the payment is due by means of
requesting payment of the applicable Loss in relation to
and unappealable arbitration decision requesting payment of a Direct Claim; or (iii) a formal agreement by the Indemnifying writing, regulating that such indemnity is certain and due by
occurs first.
ARTICLE IX TERMINATION
may be terminated prior to the Closing Date in the
Purchaser, if the terminating party notifies the other party in
determined, in its sole discretion, not to proceed with the
Governmental Authority having competent jurisdiction any
Order (other than a temporary or taken any other non appealable action prohibiting the fl
29
by the Purchaser, if Seller breaches any of its obligations under this Agreement; by Seller, if Purchaser breaches any of of its obligations under this Agreement;
this Agreement shall automatically terminate without any further action required by either Party, if Closing has not occurred within 185 days from the date hereof (“Longstop Date”). Provided that if the condition precedent provided for in Section 3.1(a) of this Agreement is the only condition precedent pending fulfilment (not
taking into consideration those Conditions Precedent that by their nature are to be satisfied at Closing), the Longstop Date shall be automatically extended until the date on which CADE renders a final and unappealable decision on the Transaction.
except as provided for in item (f) above, this Agreement shall automatically
terminate and be of no further force or effect, without any liability to any Party, if the Conditions Precedent are not satisfied or waived by the Closing Date.
9.2. Effect of Termination. Upon termination of this Agreement:
this Agreement shall be null and void and have no further force or effect; neither Party shall have any obligations or liabilities to the other Party arising out of this Agreement; and
any confidentiality obligations shall survive the termination.
ARTICLE X
DISPUTE RESOLUTION
10.1. Dispute Resolution. The Parties agree that they shall, for thirty 30 days from receipt
by a Party of written notice of a dispute, use commercially reasonable efforts to negotiate in
good faith a resolution with respect to any dispute, controversy or Claim arising out of or in connection with this Agreement, or the interpretation, breach, termination or validity thereof, or the transactions contemplated thereby, whether such action shall sound in tort, contract or equity (“Dispute”). In the event that the Parties are unable to reach an agreement, such Dispute shall be submitted to the International Chamber of Commerce Court and be finally settled under the Rules of Arbitration of the International Chamber of Commerce (the
“ICC Rules”), with due observance of the provisions of this Agreement.
a. The arbitral tribunal (the “Tribunal”) shall consist of three 3 arbitrators: (i)
one 1 appointed by Seller; (ii) one 1 appointed by Purchaser; and (iii) one 1 selected by such arbitrators appointed as per items (i) and (ii) (the “Appointed Arbitrator”) within twenty 20 Business Days of the confirmation
by the Court of Arbitration of the nomination of the second arbitrator (which Appointed Arbitrator shall be the chairman of the Tribunal). In the absence
of any consensus as regards the choice of the Appointed Arbitrator within the twenty(20)-day term herein provided, such appointment shall be made by the ICC in accordance with the ICC Rules.
b. The Parties shall request that the hearing shall be held no later than six 6 months after the appointment of the Appointed Arbitrator and the award shall be rendered within three 3 months of the close of the hearing;
no
provided, however, that the Tribunal may extend any time period contained herein on its own motion or at the request of any party for good cause shown.
The arbitration shall be conducted in the city of Paris, France, where the arbitration award shall be rendered. The language used in the arbitration shall be English, and the arbitral award shall be rendered in English. The Tribunal shall have the authority to award any damages, remedy or relief in accordance with the terms of this Agreement, the other Transaction
Documents, and the applicable laws, including provisional or permanent injunctive relief, specific performance of any obligation created hereunder or
thereunder. Once the Tribunal has been set up it shall be entitled to review
and grant decisions on anticipated legal protection, including any request for specific protection or preliminary injunctions. The Tribunal may request
coercive assistance from the local courts if necessary to enforce compliance with its decisions by the Parties.
The award shall be rendered at law and not at equity and be final and binding upon the Parties, and shall be the sole and exclusive remedy between the Parties regarding any Claims, counterclaims, issues, or accounting presented
to the Tribunal. Judgment upon any award may be entered and enforced in any court having jurisdiction over a party or any of its assets. For the purpose of the enforcement of an award of the Tribunal, the parties irrevocably and
unconditionally submit to the jurisdiction of a competent court in any jurisdiction in which a party may have assets and waive any defences to such
enforcement based on lack of personal jurisdiction or inconvenient forum.
By agreeing to arbitration, the Parties do not intend to deprive the courts of
competent jurisdiction to issue a pre-arbitral injunction to maintain the status quo or prevent irreparable harm, a pre-arbitral attachment, or other
order in aid of arbitration proceedings and the enforcement of any award. Without prejudice to such provisional remedies as may be available under the jurisdiction of such courts, the Tribunal shall have full authority to grant provisional remedies and to direct the parties to request that any court
modify or vacate any temporary or preliminary relief issued by such court,
and to award damages for the failure of any party to respect the Tribunal’s orders to that effect. The Parties agree that the arbitration will be confidential, and thus, neither they
nor their attorneys, agents or employees acting on their behalf will issue a press
release, hold a press conference, make affirmative statements to the media, or
otherwise disclose to a third party, all information made known and documents
produced in the arbitration not otherwise in the public domain, all evidence and
materials created for the purpose of the arbitration, and all awards arising from
the arbitration, except and to the extent that disclosure is required by applicable Law, is required to compel arbitration or to protect or pursue a legal right or is required to enforce or challenge an award in legal proceedings before a court or
other competent judicial authority. Each of the parties shall bear its own attorney’s fees and other arbitration costs.
10.2. risdiction Over Claims Rel Arbitration Award. The Parties elect the Courts of Grand Cayman, Cayman Islands, with express waiver of any other, however privileged it may be, to rule on any matters related to the award of the Tribunal.
ARTICLE XI
MISCELLANEOUS
11.1. Notices. All notices and communications required or allowed pursuant to this Agreement, will be made in written form, in the English language, and will be sent by
registered mail or e-mail (receipt confirmed), to the following addresses:
If to the Purchaser: ABERLOUR FINANCE LIMITED LES CASCADES, EDITH CAVELL STREET, PORT LOUIS, REPUBLIC OF MAURITIUS
Zip Code:
Att.:
E-mail: AM@BTSIA.COM; CORPORATE@ANAROSA. LIT
If to the Seller:
Daniel Bueno Vorcaro Avenida Brigadeiro Faria Lima, 3600, floor City of S&o Paulo, State of Sao Paulo, Brazil
Zip Code 04538-906
E-mail: dvorcaro@bancomaster.com.br
With a Copy to (that shall not be considered as Notice): MONTEIRO, RUSU, CAMEIRAO E BERCHT ADVOGADOS Rua Hungria, 1.240, 3° Andar, cj. 31
City of S&o Paulo, State of Sdo Paulo, Brazil
Zip Code: 01455-000
Attn.: Daniel Monteiro/Allan Borba Bercht E-mail:
allan.bercht@monteirorusu.com.br
If to the Company:
Daniel Bueno Vorcaro Avenida Brigadeiro Faria Lima, 3600, floor City of S&o Paulo, State of S&o Paulo, Brazil
Zip Code 04538-906
E-mail: dvorcaro@bancomaster,com,br
With a Copy to (that shall not be considered as Notice): MONTEIRO, RUSU, CAMEIRAO E BERCHT ADVOGADOS Rua Hungria, 1.240, 3° Andar, cj. 31
City of S&o Paulo, State of S&o Paulo, Brazil
Zip Code: 01455-000
Attn.: Daniel Monteiro/Allan Borba Bercht
E-mail: daniel. monteiro@monteirorusu.com.br
allan.bercht@monteirorusu.com.br
11.1.1. All such notices and/or other communications shall be deemed as having been
effectively delivered: (a) at the time of delivery by messenger, if personally delivered; (b) on the day following the delivery, if sent by an express delivery service with
nationwide reputation; and (c) at the time they are received, if sent by registered mail
and/or e-mail.
11.1.2. The Parties are entitled to amend, by means of written communication, pursuant to this Section 11.1, the addresses above.
11.2. Binding Effect. Subject to the full satisfaction or waiver by the Parties of the Conditions Precedent, this Agreement shall become irrevocable and irreversible and its
obligations shall constitute legal, valid, and binding obligations enforceable against and inuring
to the benefit of the Parties and their respective successors and permitted assigns, in accordance with its terms.
11.3. Waiver and Amendments. (a) No failure of delay in exercising right,
any power or privilege hereunder will be considered as a waiver thereof, nor will any single or partial exercise thereof prevent the future exercise thereof or the exercise of any other right, power or
privilege; (b) Any provision of this Agreement may only be amended or waived if through
written form and signed by all the Parties hereto.
11.4. Severability. In case any term or provision set forth in this Agreement is considered
invalid, illegal or not applicable, due to any legal provision or final court decision, all the other
conditions and provisions hereto will remain in full force and effect. In case any term or
provision is considered invalid, illegal or inapplicable, the Parties will negotiate, in good faith,
the amendment of this Agreement, so as to effect the original intent of the Parties hereto as
closely as possible.
11.5. Assignability. The rights and obligations set forth in this Agreement shall not be assigned, except as otherwise provided herein or with the written consent of the other Party.
11.6. Entire Agreement. This Agreement (including the Schedules and Exhibits hereto) constitutes the entire agreement between the Parties with respect to the subject matter of this
Agreement and supersedes all prior agreements, understandings and offers, both oral and
written, between the Parties with respect to the subject matter of this Agreement.
11.7. Expenses. All costs and expenses incurred in connection with this Agreement will be paid by the Party incurring such cost or expense.
11.8. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the Cayman Islands, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction.
0d
11.9. Counterparts. This Agreement may be executed in any number of counterparts, and
executed counterparts may, without limitation, be exchanged by portable document format
(pdf) by email transmission. After exchange, each counterpart will be an original and all of the counterparts together will constitute the same document.
11.10. Electronic Execution. The Parties agree that this Agreement may be executed electronically, but not by means of electronic certificates issued by the Infraestrutura de
Chaves Publicas Brasileira (“ICP-Brasil”), as provided by Article 10, Paragraph 2, of Provisory
Measure 2,200-2, executed without the use of electronic certificates issued by ICP-Brasil. For the avoidance of doubt, if this Agreement is executed in such a manner, the Parties agree that
this Agreement shall be presumed to be authentic and true, and consenting, authorizing,
accepting, and recognizing as valid any form of proof of authorship of the signatories Parties to the Agreement by means of their respective electronic signatures in the Agreement, even if not by means of electronic certificates issued by ICP-Brasil, as provided in for Article 10, Paragraph 2, of Provisional Measure 2,220-2, being certain that any electronic record will be sufficient for the veracity, authenticity, integrity, validity and effectiveness of the Agreement and its terms, as well as the respective commitment by the Parties to its terms.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed
by their respective authorized officers, as of the date first above written.
Camana Bay, Grand Cayman, 31 December 2024
By and on behalf of Purchaser:
Aberlour Finance Limited
Name: Kerin Elizabeth Mamet Title: Director Title: Director
By and on behalf of Seller:
Name: Daniel Bueno Vorcaro
By and on behalf of the Company:
Master Holding
Name: Name: 1D: 1D:
A existência de assinaturas eletrônicas deve ser verificada no sumário
Pág. 839
FIRST AMENDMENT TO
SHARE PURCHASE AND SALE AGREEMENT AND OTHER COVENANTS
BETWEEN
DANIEL BUENO VORCARO-
AND
ABERLOUR FINANCE LIMITED
THIS AMENDMENT is made 10% February 2025
on
AMONG:
DANIEL BUENO VORCARO, Brazilian citizen, married under the regime of the total
segregation of estates, businessman, bearer of the Identity Card R.G. No. 12.849.925
SSP/MG, enrolled with the National Taxpayers Registry of Individuals (“CPF”) under
No. 062.098.326-44, resident and domiciled in the City of Paulo, State of Sao Paulo, with offices at Avenida Brigadeiro Faria Lima, 3.600, 8th floor, ZIP Code 04538-906
(“Seller”); and
ABERLOUR FINANCE LIMITED, having its registered offices at Les Cascades, Edith Cavell Street, Port Louis, Republic of Mauritius, duly represented herein in accordance with its constitution (“Purchaser”);
Purchaser and Seller hereinafter collectively referred to as “Parties” and each individually
as “Party”;
Further, in the capacity of intervening consenting parties:
and, intervening consenting party:
as
MASTER HOLDING, exempted company limited by shares, incorporated and
an
existing under the laws of The Cayman Islands, headquartered at 89 Nexus Way, Camana
Bay, Grand Cayman, KY1-9009, Cayman Islands, duly represented herein in accordance
with its amended and restated Memorandum and Articles 4
of
‘WHEREAS, the Parties have entered into a Share Purchase and Sale Agreement and
Other Covenants 31 December 2024 (the “Original Agreement”);
on
WHEREAS, pursuant to the Original Agreement, the Seller agreed to sell, and the
Purchaser agreed to acquire, one thousand nine hundred and eighty 1,980 Class B Common Shares of the Company, representing nine-point-nine percent 9.9% of the issued and outstanding share capital of the Company as of the Completion Date;
‘WHEREAS, pursuant to the Original Agreement the Parties agreed on the payment of a
first tranche of two hundred million dollars of the United States of America (USD200,000,000.00) within thirty 30 Business Days from the execution of the
as
Original Agreement;
WHEREAS, the Parties agreed on a Completion Date, being defined as ninety 90 days
as from the execution of the Original Agreement, by which the Seller shall have taken all necessary actions to complete the share restructuring of the Company to achieve the share
described in the Original Agrecinent, and such otlier actions as outlined therein,
WHEREAS, the Parties agreed on June 30, 2025 as the Closing Date;
WHEREAS, the Parties desire to amend certain terms of the Original Agreement,
specifically (i) the payment date for the first tranche; (ii) the Completion Date; and (iii)
the Closing Date;
WHEREAS, the Parties further wish to ensure that the share structure mentioned in both the recitals and the body of the Original Agreement accurately reflects the share structure of the Company as of the execution date of the Original Agreement and the intended share structure of the Company as of the Completion Date;
WHEREAS, the Parties have agreed to enter into this Amendment Agreement to give
effect to these changes;
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and
sufficiency of which hereby acknowledged, the Parties agree as follows:
are
1 AMENDMENTS 1.1. The Parties hereby agree to amend the Original Agreement as follows. These amendments shall be deemed to be incorporated into and form integral part of the
an
Original Agreement, replace and supersede the corresponding provisions in the Original Agreement in their entirety, and shall be read and construed as part of the Original
Agreement:
“2.2, Purchase Price. In consideration of the purchase and sale of the Transferred
Shares, the Parties agree that the purchase price for the Transaction is four hundred million dollars of the United States of America (USD 400,000,000.00 (the “Purchase
Price”), to be paid by Purchaser to Seller, follows:
as
i) USD200,000,000.00 (two hundred million dollars of the United States of
America) shall be paid until March 31, 2025; and
(ii) USD200,000,000.00 (two hundred million dollars of the United States of
America) shall be paid the Closing Date, and transfer of the Transferred
on upon
Shares.”
fod
2.2.3. The Parties agree that Seller's Contributions shall be made in accordance with the applicable Law, and in a manner not to cause the Company to incur in any additional liability. The Parties further agree that the documents, agreements and instruments required for the implementation of the Contributions shall be executed by Seller,
Related Parties and any applicable Third Parties, the be, and registered with
as case may
the relevant Governmental Authorities, as the case may be, within 180 (one hundred and eighty) days from Murch 31, 2025. This date on which Contributions shall be
fully implemented and completed, thus considered the date which all the required corporated documents of the Compuny and of the relevant Subsidiaries duly
wre
registered with the respective Governmental Authorities, certified by Seller and the Company, shall be referred to as the “Completion Date”.
as
La]
4.2. Closing Place and Date. The Closing shall be held virtually within 180 (one
hundred and eighty) days of March 31, 2025 (the “Closing Date”) and without the need
for physical meeting.
a
1.2. Except as expressly amended herein, all other terms and conditions of the Original
Agreement shall remain in full force and effect.
2 MISCELLANEOUS
2.1. Entire Agreement. The Original Agreement as altered by this First Amendment
comprises all the agreements made by the Parties and replaces all the prior verbal, or
written agreements related to the terms and conditions herein established, with the possibility of being modified amended by written instruments, executed by the Parties’
or
legal representatives. In the event of any conflict between the terms, conditions and provisions of this First Amendment and other agreement, document instrument
any or
between the Parties, the terms, conditions and provisions of this First Amendment shall
prevail.
2.2 Severability of Provisions. If provision of this First Amendment is deemed
any
invalid, illegal unenforceable in aspect, the validity, legality enforceability of
or any or
the other provisions contained herein shall not be affected or hindered in any way as a
effect. The Parti all negotiate, in result of such fact and shall remain in full force and
legal and enforceable provision which is as close
other relevant implications of the invalid, illegal or
as possible to the economic effect and
unenforceable provision.
2.3 Electronic Signature. The Parties and the Company as intervening and consenting
party recognize that this First Amendment may have been executed electronically without
the electronic certificates issued by the Infraestrutura de Chaves Publicas Brasileira
(“ICP-Brasil”), permitted under article 10, paragraph 2, of Provisory Measure 2,200-
as
- For the avoidance of doubt, the Parties and the Company agree that this First
Amendment shall be presumed to be authentic and true, consenting, authorizing,
accepting and recognizing as valid any form of proof of authorship of the signatories to the First Amendment by of their 1especlive sighatutes me the Fust
means
Amendment, if not by of electronic certificates issued by ICP-Brasil, as
even means
permitted under article 10, paragraph 2, of Provisional Measure 2,220-2, being certain
that any electronic record will be sufficient for the veracity, authenticity, integrity, validity and effectiveness of the First Amendment and its terms, as well as the respective
commitment by the Parties to its terms.
IN WITNESS the Parties, logether with (he: Cotupany, have caused (his Amendment to be duly executed electronically.
[remainder of page intentionally left blank]
[Signature of the First Amendment to Share Purchase And Sale Agreement And
page
Other Covenants]
By and on behalf of Seller:
DANIEL BUENO digital por
VORCARC:06209832644 Dados; 2025.02.17 19:52:37
832644
Danicl Bueno Vorcaro
Title: Director
Dake 25.02. 2025. Dake
By and on behalf of the Company:
Master Holding
de forma ANTONIO ANTONIO Assinado de forma digital
ANGELO ANTONIO Assinado ANGELO digital Luiz ?
por por LUIZ ANTONIO
RIBEIRO DA BULL:9648122
RIBEIRO DA
VA Dados: 2025.02.12
6872 Name: Angelo A. Ribeiro da Silva Nam Antonio Bull
0300"
Title: Directo Title: Director