Control means, in relation to a Person, (i) the direct or indirect
ownership of more than fifty percent (50%) of the total voting securities of such Person; or (ii) the direct or indirect possession of (a) the absolute and unconditional power to elect or appoint the majority of the members of the
management of such Person, either individually or jointly with another Person or Persons bound to a shareholders agreement or similar voting agreement; cumulatively with (b) the power to direct or cause the direction of the management and
policies of such Person, whether through the ownership of voting securities, by contract or otherwise. Terms deriving from Control, such as Controlled and Controlling, shall have a meaning analogous to Control.
Dispute means any lawsuit, action, arbitration, or judicial or administrative proceeding.
Governmental Authority means any authority, entity, regulatory or administrative body, department, commission, council,
agency or governmental body of any country, nation or government, whether at the federal, state or municipal level, member of the executive, legislative or judicial branch, or of the direct or indirect administration, including, without limitation,
diplomatic offices, autonomous governmental body, public international organization, legal entities controlled, directly or indirectly, by the government, mixed capital companies, public foundations, political parties, court, judicial,
administrative or arbitration body or any other body with jurisdiction over the Parties, as well as any stock exchanges or organized over-the-counter markets.
Law means any law, decree, authorization, statute, regulation, rule, guideline, ordinance, decision, order, request or
requirement issued or imposed by any Governmental Authority, including, without limitation, tax, financial, judicial or administrative authorities.
Person(s) means any natural person or legal entity, including, but not limited to, companies of any kind, de facto or de
jure, limited liability companies, corporations, unincorporated entities, partnerships, consortiums, associations, joint ventures, investment funds and any other entity or organization with or without legal identity in the strict sense of the term,
including political or governmental subdivision, or governmental agency or autarchy.
Sunset Date means December 31,
2023.
The Investor understands that the price per Share in the Offering will be determined by the Company and the underwriters following the
conclusion of the customary bookbuilding process (Offering Price per Share). The Investor undertakes and agrees to subscribe for and purchase a number of Shares in a total monetary amount to be determined by multiplying the
Offering Price per Share by the number of Shares effectively allocated in the Offering (up to the Investment Commitment Amount), provided that ( 1) the Offering Price per Share is equal to or lower than nine Brazilian reais per Share (R$9.00)
(Investor Price per Share) and (2) an aggregate number of Shares equal to no less than 2/3 of the Investment Commitment Amount are allocated to the Investor in the Offering.
The Investor Price per Share may be revised proportionally in case of any stock split (desdobramento) or reserve stock
split (grupamento) that the Companys shareholders may approve prior to the launch of the Offering.