AMENDED AND RESTATED AGREEMENT ON REGISTRATION RIGHTS AND OTHER RESALESRegistration Rights Agreement • October 13th, 2021 • Itausa S.A. • Security brokers, dealers & flotation companies • New York
This Amended and Restated Registration Rights Agreement dated as of October 1, 2021 (this “Agreement”), is by and among XP INC., an exempted company with limited liability under the laws of the Cayman Islands (the “Company”), and by XP Controle Participações S.A. (“XP Controle”), General Atlantic (XP) Bermuda, L.P., a Bermuda exempted limited partnership (“G.A.”), Itaú Unibanco Holding S.A. (“IUH”), IUPAR Itaú Unibanco Participações S.A. (“IUPAR”) and Itaúsa S.A. (“Itaúsa”) (collectively, the “Shareholders”). Capitalized terms used but not defined elsewhere herein have the meanings assigned to them in Section 1.1.
Exhibit A JOINT FILING AGREEMENTJoint Filing Agreement • December 9th, 2021 • Itausa S.A. • Security brokers, dealers & flotation companies
This will confirm the agreement by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Class A common shares, US$0.00001 par value, per share of XP Inc., is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below that is named as a reporting person in such filing in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • November 17th, 2022 • Itausa S.A. • Security brokers, dealers & flotation companies
SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of November 9, 2022, between (i) Itaúsa S.A. (“Seller”), and (ii) XP Inc. (“Company”). The Seller and the Company shall each individually be referred to herein as a “Party” and collectively as the “Parties.”
Exhibit A JOINT FILING AGREEMENTJoint Filing Agreement • October 13th, 2021 • Itausa S.A. • Security brokers, dealers & flotation companies
This will confirm the agreement by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Class A common shares, US$0.00001 par value, per share of XP Inc., is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below that is named as a reporting person in such filing in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
XP INC. SHAREHOLDERS’ AGREEMENT BETWEEN ITAÚSA S.A. AND COMPANHIA E. JOHNSTON DE PARTICIPAÇÕESShareholders’ Agreement • December 9th, 2021 • Itausa S.A. • Security brokers, dealers & flotation companies
WHEREAS the Parties wish to enter into this Agreement to govern the relationship between Itaúsa and E. Johnston (and their successors that may hold Shares, including E. Johnston’s shareholders or companies wholly owned by E. Johnston’s shareholders, individually or collectively, directly or indirectly, that may hold Shares) in relation to XP Inc. (“XP Inc.”), as non-controlling shareholders of XP Inc. and members of the Iupar Block (as defined in the Main Shareholders’ Agreement), without any changes to their relationship with respect to IUPAR — Itaú Unibanco Participações S.A. (“IUPAR”), Itaú Unibanco Holding S.A. (“Itaú Unibanco”), and their subsidiaries;
