INDEMNIFICATION AGREEMENTIndemnification Agreement • March 7th, 2023 • Ambipar Emergency Response • Hazardous waste management
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of March 3, 2023, by and between Thiago da Costa Silva and Ambipar Emergency Response, a Cayman Islands exempted company incorporated with limited liability (the “Company”), and (the “Indemnitee”), a director of the Company.
HPX CORP. DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENTDirector Restricted Stock Unit Award Agreement • March 13th, 2023 • Ambipar Emergency Response • Hazardous waste management • Delaware
This Director Restricted Stock Unit Award Agreement (this “RSU Award Agreement”), dated as of July 23, 2021 (the “Grant Date”), is made by and between HPX Corp., an exempted company incorporated under the laws of the Cayman Islands (the “Company”), and Rafael Salvador Grisolia (the “Participant”). The terms of this RSU Award Agreement shall be governed by the terms of the omnibus equity incentive plan to be adopted by the Company and submitted for approval by the Company’s shareholders in connection with the Company’s initial Business Combination (as defined below) (the “Plan”). Certain capitalized terms used herein and not otherwise defined are defined in Section 6 hereof.
PURCHASE AND SALE AGREEMENT by and among ORM HOLDINGS INC., ORM HOLDINGS II LLC, SEACOR HOLDINGS INC., and AMBIPAR HOLDING USA, INC. Dated as of September 13, 2022Purchase and Sale Agreement • December 14th, 2022 • Ambipar Emergency Response • Hazardous waste management • New York
This PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of September 13, 2022, is by and among ORM Holdings Inc., a Delaware corporation (“Seller 1”), ORM Holdings II LLC, a Delaware limited liability company (“Seller 2”, and together with Seller 1, the “Sellers”), SEACOR Holdings Inc., a Delaware corporation (“Seller Parent”), and Ambipar Holding USA, Inc., a Delaware corporation (“Purchaser” and, together with Sellers and Seller Parent, the “Parties”).
Cost Sharing AgreementCost Sharing Agreement • March 7th, 2023 • Ambipar Emergency Response • Hazardous waste management
This Cost Sharing Agreement (this “Agreement”), dated as of March 3, 2023 (the “Effective Date”), is by and among Ambipar Participações e Empreendimentos S.A., a Brazilian corporation enrolled with the CNPJ/ME under No. 12.648.266/0001-24, with head offices at Av. Pacaembu No. 1088, room 09, Pacaembu, at the City and State of São Paulo, Zip Code 01234-000 (“Ambipar”), Emergência Participações S.A., a company organized under the laws of Brazil, with head offices at Avenida Angélica, No. 2346, 5th floor, room 04, Consolação, in the City and State of São Paulo, Brazil, Zip Code 01.228-200, enrolled with the CNPJ/ME under No. 10.645.019/0001-49 (“Emergência”) and its subsidiaries listed in Exhibit A hereto (each a “Subsidiary” and jointly with Emergência, the “Recipients”. Ambipar and the Recipients are hereinafter referred to individually as a “Party” and, collectively, as the “Parties”, and, as intervening consenting party, Ambipar Emergency Response, an exempted company incorporated wit
INTERCOMPANY LOAN AGREEMENTIntercompany Loan Agreement • December 14th, 2022 • Ambipar Emergency Response • Hazardous waste management
AMBIPAR PARTICIPAÇÕES E EMPREENDIMENTOS S.A., a company organized under the laws of Brazil, with head office at Avenida Pacaembu, No. 1088, room 09, Pacaembu, in the City of São Paulo, State of São Paulo, Brazil, Zip Code 01234-000, enrolled with the CNPJ/ME under No. 12.648.266/0001-24, herein represented in accordance with its bylaws (“Lender”);
The Companies Act (As Revised) of the Cayman Islands Plan of MergerAmbipar Emergency Response • March 7th, 2023 • Hazardous waste management
This plan of merger (the "Plan of Merger") is made on 3 March 2023 between Ambipar Emergency Response, an exempted company incorporated with limited liability in the Cayman Islands (the "Surviving Company") and Ambipar Merger Sub, an exempted company incorporated with limited liability in the Cayman Islands (the "Merging Company").
RESTRICTED STOCK UNIT AMENDMENTRestricted Stock • March 13th, 2023 • Ambipar Emergency Response • Hazardous waste management
This Restricted Stock Unit Amendment (this “Amendment”) is entered into as of July 5, 2022 (the “Agreement Date”), by and between HPX Corp. (the “Company”) and Rafael Salvador Grisolia (the “Participant”), and shall be effective as of the Closing Date (as defined in the Business Combination Agreement dated as of July 5, 2022, by and among Ambipar Emergency Response, Ambipar Merger Sub, Emergência Participações S.A., the Company and Ambipar Participações e Empreendimentos S.A. (the “BCA”)). Capitalized terms not defined in this Amendment have the respective meanings ascribed to them in the Director Restricted Stock Unit Award Agreement, dated as of July 23, 2021 by and between the Company and the Participant (the “RSU Agreement”). If the Closing (as defined in the BCA) does not occur, this Amendment shall be void and of no force or effect.
The Companies Act (As Revised) of the Cayman Islands Plan of MergerAmbipar Emergency Response • March 7th, 2023 • Hazardous waste management
This plan of merger (the "Plan of Merger") is made on 3 March 2023 between Ambipar Emergency Response, an exempted company incorporated with limited liability in the Cayman Islands (the "Surviving Company"), and HPX Corp., an exempted company incorporated with limited liability in the Cayman Islands (the "Merging Company").
SECURITIES ASSIGNMENT AGREEMENTSecurities Assignment Agreement • December 14th, 2022 • Ambipar Emergency Response • Hazardous waste management • New York
This Securities Assignment Agreement (this “Agreement”), dated as of June 25, 2020, is made and entered into by and among HPX Capital Partners LLC (the “Sponsor”), Marcos Vinicius Bernardes Peigo, Fábio Mourão, Marco Racy Kheirallah and Maria Salete Garcia Pinheiro (together, the “Recipients” and each, a “Recipient”).
TRADEMARK LICENSE AGREEMENT AND OTHER COVENANTSTrademark License Agreement and Other Covenants • March 7th, 2023 • Ambipar Emergency Response • Hazardous waste management
