DATED: November [●], 2021 Guaraci Investments Ltd. Bruno Guiçardi [Ferreira Guiçardi Family Trust] ENIAC Capital Group Ltd. AI Calypso Brown LLC AI Iapetus Grey LLC AI Titan Black LLC CI&T Inc REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 1st, 2021 • CI&T Inc • Services-computer programming services • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of November [●], 2021 (this “Agreement”), is by and among CI&T Inc, a Cayman Islands exempted company with limited liability duly registered with the Cayman Islands Registrar of Companies, whose registered office is at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”), and Guaraci Investments Ltd. (“Guaraci Investments”), [the Ferreira Guiçardi Family Trust], Bruno Guiçardi [(together with the the Ferreira Guiçardi Family Trust, “Bruno Guiçardi”)], ENIAC Capital Group Ltd. (“ENIAC Capital”), AI Calypso Brown LLC (“AI Calypso”), AI Iapetus Grey LLC (“AI Iapetus”), AI Titan Black LLC (“AI Titan Black” and together with AI Calypso, AI Iapetus, Guaraci Investments, Bruno Guiçardi and ENIAC Capital, the “Pre-IPO Shareholders”).
This Indemnity Agreement is made on the [ ] day of [ ] 2021. Between: Whereas: Now it is agreed as follows:Indemnity Agreement • November 1st, 2021 • CI&T Inc • Services-computer programming services
Underwriting AgreementCI&T Inc • November 1st, 2021 • Services-computer programming services • New York
AGREEMENT OF PURCHASE AND SALE OF SHARES AND OTHER COVENANTS Between, on the one side CI&T SOFTWARE S.A. as Buyer, PRIME SISTEMAS FUNDO DE INVESTIMENTO EM PARTICIPAÇÕES MULTIESTRATÉGIA INVESTIMENTO NO EXTERIOR as Seller, PRIME SISTEMAS DE ATENDIMENTO...CI&T Inc • November 1st, 2021 • Services-computer programming services
NOW, THEREFORE, the Parties decide to enter into this Agreement, which shall be governed by the following terms and conditions:
SHAREHOLDERS AGREEMENT dated as of November , 2021 among CI&T INC and CERTAIN SHAREHOLDERS OF CI&T INCShareholders Agreement • November 1st, 2021 • CI&T Inc • Services-computer programming services • New York
CI&T INC. INCENTIVE EQUITY INDUCEMENT AWARD AGREEMENTIncentive Equity Inducement Award Agreement • December 9th, 2022 • CI&T Inc • Services-computer programming services • Delaware
WHEREAS, (i) Parent, (ii) CI&T, Inc., a Pennsylvania corporation, a wholly-owned subsidiary of Parent (the “Buyer”), (iii) [Ntersol, LLC], a [California] limited liability company (the “Seller”), and (iv) the members of the Seller identified on the signature pages thereto, entered into an Asset Purchase Agreement (the “APA”), dated as of September __, 2022, pursuant to which the business of the Seller will be acquired by the Buyer on the Closing Date (as defined in the APA);
