PRIVATE INSTRUMENT OF PURCHASE AND SALE AND OTHER AGREEMENTS
PRIVATE
INSTRUMENT OF PURCHASE AND SALE AND OTHER AGREEMENTS
For
the
present private instrument, the parts, on a side
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·
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▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇,
Brazilian, married, ▇▇▇▇▇▇, ID nr. 1.067.402 SSP/SP and registered
in
CPF/MF under the nr. ▇▇▇.▇▇▇.▇▇▇-▇▇, and his wife
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·
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▇▇▇▇▇
▇▇▇▇▇ FURLANETO LIGEIRO,
Brazilian, of the home, ID nr. 6.634.856 SSP/SP and enrolled in CPF/MF
under the nr. ▇▇▇.▇▇▇.▇▇▇-▇▇, both residents and domiciled in the
Farm
Santa Elisa, County of Canitar, District of Ourinhos, State of Sao
Paulo
(together "▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇"
or "SALESPERSONS");
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and,
from
other side,
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·
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COMANCHE
PARTICIPAÇÕES DO BRASIL LTDA,
society limited entrepreneur, with headquarters in the capital of
the
State of Sao Paulo, in the Alameda Campinas, 463, 7th floor, registered
in
C.N.P.J. under the Nr. 07.751.535/0001-43, in this instrument represented
by his Director, Mr. Ivo Tolesano Júnior, Brazilian, married, companies
administrator, ID no. 5.255.932 SSP/SP, registered in CPF/MF under
the nr.
▇▇▇.▇▇▇.▇▇▇-▇▇, resident and domiciled in the capital of the State
of Sao
Paulo, in the Funchal street, nr. 375, 8th floor, room 81, from now
on
simply designated "COMANCHE" or
"BUYER";
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(SALESPERSONS
AND BUYER designated together as Parts and individually as Part)
PRELIMINARY
CONSIDERATIONS
CONSIDERING
THAT:
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I.
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▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ is the proprietor of certain immobile rural, agricultural
properties, sugarcane, vehicles and other agricultural properties
(the
"Own
Properties"),
as described in the Annex
A,
and he is the tenant or partner of immobile agricultural (the
"Agricultural
Leasing"),
as described in the Annex
B
to
the present, except for the areas of ▇▇▇▇▇ DO ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ and
▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, the first because the landlord already notified
the
tenant of his rescission by lapse of time and the second because
already
canceled, clarifying that the BUYER was not interested by the renewal
of
the first leasing contract or by the purchase of the area of the
canceled
contract, being the Own Properties and the Agricultural Leasing
denominated together as the "Agricultural
Properties".
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II.
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It
was signed 1 (one) agreement between the Parts with the following
characteristics: the Contract of Purchase and Sale of Sugarcane in
Sapling
and Others and Agreements (“Cane
Contract”),
signed between the BUYER and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, with the value of
R$
482.800,00 (four hundred and eighty two thousand and eight hundred
real)
that was paid, as its terms and conditions, at 29.06.2006, in two
parcels,
with the first in the value of R$ 432.800,00 (four hundred and thirty
two
thousand and eight hundred real), that was paid by the BUYER directly
to
the Banco do Brasil S.A., through a deposit in the joined account
nr.
▇▇▇▇▇▇▇▇-4, in the branch nr. 4957-3, and the second, with the value
of R$
50.000,00 (fifty thousand real), paid by the BUYER directly to ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, in his bank account nr. 32-9, branch nr. 3498-3, Banco Bradesco
S/A;
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III.
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Observed
the conditions defined in the present instrument, the BUYER wish
to
acquire the Agricultural Properties from ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and him
wish to
sell the Agricultural Properties to the
BUYER.
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The
PARTS
DECIDE celebrate the present Particular Instrument of Purchase and Sale and
Others Agreements ( “Contract”)
that
will regulate the acquisition by the BUYER of the Agricultural Properties from
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇.
SECTION
ONE
INTEGRAL
AGREEMENT
1.1. The
Parts
agree by this Contract that the terms and conditions here foreseen substitute
all and any previous agreement by the Parts or for parts related to
these.
SECTION
TWO
CLOSING
2.1. In
the
date in that all the Conditions of Closing be accomplished, as defined in the
Section Four below, (the “Closing Date"), as the terms and conditions of the
present Contract, the BUYER will acquire from ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ the Agricultural
Properties by the payment of the Price Agricultural Properties as stipulated
in
the Clause 3.2 below.
2.2.3. In
the
Closing Date, SALESPERSONS and BUYER should accomplish the transfer of the
Agricultural Properties by the practice of all of the necessary acts for the
effective operation here contemplate, as, for instance, the celebration of
public deed of purchase and sale of the properties or it grants of public letter
of attorney in the following contractual terms.
SECTION
THREE
PURCHASE
PRICE AND PURCHASE PRICE PAYMENT
3.1. In
the
Closing Date, and since the Closing Conditions foreseen in the Section Four
below they have been satisfied integrally, to reasonable criteria of the BUYER,
the BUYER, or that for this designated, will pay to the SALESPERSONS, as price
for the Agricultural Properties, the defined values in the clause 3.2 below,
in
the way and in the conditions below.
3.2
The
BUYER
will pay to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, by the Agricultural Properties acquisition R$
15.214.000,00 (fifteen million, two hundred and fourteen thousand real), reduced
from the Cane Contract value, of R$ 482.800,00 (four hundred and eighty two
thousand and eight hundred real), resting the liquid value of R$ 14.731.200,00
(fourteen million, seven hundred and thirty one thousand and two hundred real)
(“Agricultural Properties Price”), as eventually adjusted in the terms of the
clauses 3.4 and 3.6, to be paid as follow and under the following
conditions:
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(i)
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R$
6.195.200,00 (six million, one hundred and ninety five thousand and
two
hundred real) in the Closing Date and versus the signature and delivery
of
Proper Documents (as defined below) formalizing the transfer of the
Agricultural Properties, being R$3.895.200,00 (three million, eight
hundred and ninety five thousand and two hundred real) or a higher
value
demanded by the Banco do Brasil, since acceptable by the BUYER, with
any
onus to the salespersons, paid by a direct payment to the Banco do
Brasil,
in order to liberate the hypothec obligation that, in the present
date, it
records certain immobile goods that compose the Agricultural Properties,
and R$ 2.300.000,00 (two million and three hundred thousand real)
paid
directly to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇; and
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(ii)
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the
remaining balance of the Agricultural Properties Price, of R$ 8.536.000,00
(eight million five hundred and thirty six thousand real), will be
paid by
the signature, in the Closing Date, of three (03) promissory notes
pro
soluto
and without a real warranty, on which it will happen indexation and
interests based in the variation of the Saving, being the interests
paid
monthly, with the following characteristics: (i) the first promissory
note
in the value of R$ 3.305.333,00 (three million three hundred five
thousand, three hundred and thirty three real), being due in 06 months
from the Closing Date or on 31/08/2006, which first to occur; and
(ii) the
second promissory note, in the value of R$ 2.615.833,00 (two million
six
hundred and fifteen thousand, eight hundred and thirty three real),
being
due in 12 months from the Closing Date or on 31/08/2006, which first
to
occur and (iii) the third promissory note with the remaining value
of the
Agricultural Properties Price, which is of R$ 2.614.834,00 (two million
six hundred and fourteen thousand, eight hundred and thirty four
real) due
in 18 months from the Closing Date or on 31/08/2006, which first
to occur.
In warranty to the payment of the promissory notes here established
the
BUYER will offer mortgage on the properties in equivalent value to
the
amount of the promissory notes.
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3.2.1. For
the
purpose of this Contract, “Agricultural Properties Obligations” means all and
any debt, obligation or dispute fiscal, labor and social security that can
affect the property right and domain of the Agricultural Properties as well
as
his effective and valid alienation. Likewise, "Appropriate Documents" mean
all
and any documents and agreements, including public procurements with
irrevocability and no retractability clause for the effective alienation of
the
Agricultural Properties in the contractual terms, for the (i) obtaining of
(a)
negative certificates, (b) quittance vouchers of all and any Agricultural
Property Obligations; and (ii) effective obtainment of the registration of
property transfer and domain of the Agricultural Properties, as well as rates
and emoluments paid for such purpose, being stood out that the transmission
tax
and emoluments of the register of purchase and sale of properties and costs
of
bookkeeping of it will be of the BUYER responsibility, and the registration
costs related to the mortgages will be responsibility of the respective
SALESPERSONS.
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3.3. The
portion of the Agricultural Properties Price indicated in the clause 3.2 (ii)
will be reduced in the hypotheses that follow: a) if the totality of the debts
and obligations related to the Agricultural Properties with due date until
the
Closing Date, they have not been paid off integrally by ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
the reduction will be the equivalent value to the debts and relative obligations
to the Agricultural Property with due date until the Closing Date that are
still
due; and b) if the immobile goods that composes the Agricultural Property,
as
described in the Annex A, to present any difference between the area
ad
corpus
and the
area of the immobile good higher than 5%, the BUYER and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ should
negotiate in good faith the respective reduction of the portion here referred,
in order to compensate the BUYER for the loss of area.
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3.4.
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If
in the Closing Date it is select any debt, contingency or passive
that
compromise the Agricultural Properties, the BUYER, under her exclusive
criteria, can accept to assume such debt, contingency, insufficiency
active
or passive supervenience, since the Acquisition Price, in the part
regarding the payment portions referred in the clauses 3.2 (i) and
(ii),
as the case, be reduced for the equivalent
amount.
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SECTION
FOUR
SUSPENSIVES
AND/OR RESOLUTIVES CONDITIONS
4.1. The
Parts
in this act agree that, as precedent condition to the operation consummation
here contemplated and to the effective alienation of the Agricultural
Properties, in the terms of this Contract, by the payment of the Acquisition
Price, the conditions listed as follow (the “Closing Conditions”), they must
have been satisfied fully, to be in total effect and they be satisfactory to
the
BUYER, to know:
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a)
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The
declarations and warranties offered by the SALESPERSONS, as established
in
the Section Five below (the “Warranties Declarations”) they must have been
corrects and completes and they must be keep valid in the Closing
Date,
having the BUYER received the documents and enough information bespeaking,
for the satisfaction of the BUYER, that referred Declarations and
Warranties are completes and
authentic.
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c)
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The
confirmation that the BUYER, as consequence of the acquisition of
the
Agricultural Properties, satisfy all the criteria and necessary requests
to get all and any license or authorizations required by the legislation
and regulations valid so that this can exercise the activity of
cultivation of sugarcane.
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d)
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Cession
for the BUYER of the rights and relative obligations to the Agricultural
Leasing that compose the Agricultural Properties, through instrument
private to be firmed between the Parts, without the need of approval
of
the lessor, continuing, in that hypothesis, on behalf of ▇▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ until its expiration, being right that such transfer and/or
cession will not expect the payment by the BUYER of any additional
value
to any of the SALESPERSONS, and it will assure to the BUYER the use,
handling, exploration and benefits and obligations of the referred
Agricultural Leasing in the terms and conditions establish originally
in each Agricultural Leasing.
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e)
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The
practical of acts and the celebration of all additional documents
that
come to be necessary for the consummation of the operation here
considered.
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f)
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The
BUYER have been capitalize in, at least, R$ 30.000.000,00 (thirty
million
of real).
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| g) |
Already
attended the totality of the Closing Conditions by the Salespersons
the
Closing Date Limit will be March 24th, 2007, conditioned, however,
to the
payment of the debit with the Banco do Brasil S.A., foreseen by the
item
3.2 (i), in agreement with the answer BUYER of her request to the
bank
establishment of the value that will be accepted for clearance sale
of the
referred debit and payment date, with the indication of the formal
procedures to be elaborated, under penalty of, not making it to be
canceled the present instrument.
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SECTION
FIVE
DECLARATIONS
AND GUARANTEES
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5.1
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THE
SALESPERSONS render each one, individual, solidary and unlimited,
the
following Declarations and Warranties, which should be true and correct
in
the date of the Closing Date:
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a)
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Of
the Non Violation.
The consummation of the operation here contemplated won't constitute
or
will result in the violation of any term, condition or disposition,
nor it
will constitute a terms breach of contract, nor it will result in
the
creation of any gravamen, obligation or onus on the Agricultural
Properties, in agreement with any contract or other instrument that
any of
the SALESPERSONS are contracting part or interested part. That
consummation either will violate any law, regulation, sentence, ruling
or
order that forces the SALESPERSONS as well as it won't result in
the loss
of any license, certificate, local approval or local right that the
SALESPERSONS or the Agricultural Properties have or come to have,
nor they
will commit the Agricultural Properties Capacity, according to definition
of the clause 5.1 (e).
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b)
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Observance
to the Laws.
The operations and activities of the SALESPERSONS relatively to the
Agricultural Properties don't violate any determinations or applicable
laws of any governmental body, nor did the SALESPERSONS receive any
warning or notification that such violations went or could come to
be them
imputed. They are not in course or, except for better judgment of
the
SALESPERSONS, are imminent any investigations or analyses by any
Governmental Body, involving the SALESPERSONS or the Agricultural
Properties, nor the SALESPERSONS received any warning or notification
concerning the intention of government organs in proceeding in that
sense.
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c)
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Constitution,
Power and Authorization.
The SALESPERSONS have full powers to celebrate this Contract, to
accomplish their obligations now assumed and to consummate the operations
granted in the present Contract, having been taken all the necessary
measures the authorization and the consummation of the operation
object of
this Contract, not being necessary, therefore, that are taken any
additional measures to occur the signature and the formalization
of this
Contract.
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d)
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Ownership
of the Agricultural Properties.
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ is titular, legitimate proprietor and possessor
of the
goods that compose the Agricultural Properties, as described in the
Annex
A and that the same are free and unimpeded of any gravamen, pledge,
onus
and warranty and rights of any nature, except for those relative
ones to
the Processes Nr. 228/99, 243/99, 13/00 and of the insurance contract
nr.
96/70017-3, going through the procedure in the District of Xavantes,
SP,
which will be extinguished by the payment to Banco do Brasil S.A.
according with the clause 3.2 (i), ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ did not celebrate
any
contract or agreement that has by objective the Agricultural Properties
or
the constitution of pledge or other similar rights related to the
them.
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| e) |
Capacity
of the Agricultural Properties.
The Agricultural Properties are capable to operate according to
description of the Annex 5.1 (e) (the "Capacity of the Agricultural
Properties"), having been administered and operated in his normal
course
of businesses by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, or third party properly authorized
by
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and all the production accomplished by the Agricultural
Properties after the present date, as well as the stock when the
Closing
Date is not object of a sale contract or a similar contract, nor
it is
subject the any commitment, onus or other gravamen; the Buyer acknowledge
that the foreseen agricultural production is that in normal conditions
of
cultural treatments and that were not accomplished substituted and
that
won't be reason for contractual
rescission.
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Obligations
of the Salespersons.
The SALESPERSONS, together or individually: (i) they don't possess
any
obligation or responsibility, since incurred, contingent or of any
other
nature, including obligations civil, commercial, fiscal, environmental,
labor or related to social security that can affect the respective
ownership rights over the Agricultural Properties and they didn't
assume
any obligation or responsibility involving the Agricultural Properties;
(ii) they are not parts, nor they are subject to, any litigation,
judicial
or administrative proceeding, in any instance that can affect the
Agricultural Properties, except for those relative to the Processes
Nr.
228/99, 243/99 and 13/00, and in the insurance contract nr. 96/70017-30,
going through the procedure in the District of Xavantes, SP, which
will be
extinguished by the payment in agreement with the clause 3.2."i"
to Banco
do Brasil S.A.; and (iii) they are not guarantors, cosignator or
from
other form guarantor of any obligations nor are parts of any contract
by
force
of which they assume an obligation to honor any obligations that
of some
form can compromise the Agricultural
Properties.
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| g) |
Course
Normal of Operation.
The Agricultural Properties will be administered and operated between
the
present date and Closing Date in their respective normal courses
of
businesses, being right that the SALESPERSONS didn't acquire, starting
from 30.04.2006, new debts, except contributions related to social
security and agrarian, that will be supported by the Salespersons
and paid
with the reception of the initial portion of the payment and of the
first
promissory note.
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h)
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Contracting
with related parts.
The SALESPERSONS were not celebrated nor did they commit to celebrate
any
agreement, contract or arrangement involving the Agricultural Properties
with any of their related parts.
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i)
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Permissions,
Licenses and Authorizations.
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ attend, in this date, the all of the criteria,
legal and
technical demands, and necessary requirements for the obtaining of
all of
the permissions, licenses and authorizations demanded by the legislation
and regulation in effect, including the definitive licenses of operation,
for the regular use of the Agricultural Proprieties, and in the Closing
Date they should have in their respective names all the permissions,
licenses and authorizations demanded by the legislation and regulation
in
effect, including the definitive license of operation, for the regular
use
of the Agricultural Properties, valid and in total effect. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ meets in strict observance to all the regulations, permits,
entrances, normative instructions, laws, norms and pertinent demands
of
protection to the environment instituted by the organs and departments
municipal, state and federal
competent.
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j)
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Disclosure
Integral.
All the documents, contracts, instruments, certificates, warnings,
consents, sworn declarations, letters, declarations, annexes (besides,
among other, the Annexes that constitute integral part of the present
instrument) and other documents given by the SALESPERSONS, or in
her name,
to the BUYER or to the person for her suitable with respect to the
present
Contract or to the operations in him contemplated are faithful, completes
and authentic. No Document supplied by the SALESPERSONS, or in her
name,
to the BUYER or the person for her indicated by force of the present
instrument or regarding to the operations in it contemplated contains
untrue declarations, or omits relevant facts whose divulgation in
this
instrument is compulsory or necessary so that the declarations now
made
don't turn false or induce to mistake, in the context in that here
they
find.
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k)
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Comprisement
and Sufficiency of the Documents.
The transmission instruments and conference to be celebrated by the
SALESPERSONS and delivered to the BUYER, in the Closing will be valid
and
feasible in agreement with their respective terms, being enough to
give
in, to transfer and to give to the BUYER, in the occasion of the
Closing,
the Agricultural Properties
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5.2. The
BUYER
renders the following declarations and warranties, which should be true and
correct in the Closing Date.
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a)
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Constitution,
Power and Authorization.
The BUYER has full powers to celebrate this Contract, to accomplish
their
obligations now assumed and to consummate the operations contemplated
in
the present Contract, having been taken all the necessary measures
of
authorization and the consummation of the operation object of this
Contract, not being necessary, therefore, to take any additional
measures
so that occur the signature and the formalization of this
Contract.
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SECTION
SIX
RESPONSIBILITY
SOLIDARY AND COMPENSATION RIGHT
6.1. The
SALESPERSONS will give a solidary answer before the BUYER for all and any values
the one that was obligated, such as tributes, fiscal contributions or related
to
social security and fines, that by chance left of being paid by the SALESPERSONS
in the dates demanded by law, that were not made provisions and relative to
generating facts occurred previously to the Closing Date, as well as any
obligation, contingent or no, of nature civil, commercial, labor, environmental,
relative to social security or fiscal of the SALESPERSONS or that have been
for
these assumed by legal and relative succession force to occurred facts or
actions practiced previously to the Closing Date.
6.2. The
obligations contemplated in the Section Seven and the Declarations and
Warranties will subsist at the end of this Contract, staying in effect until
the
end of the period of prescription and of decadency of each one of the respective
obligations or in until 5 (five) years from Closing Date, what last
occur.
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SECTION
SEVEN
ACTING
INTERIOR MANAGEMENT
7.1.
Since
the
day of signature of this Contract, until the Closing Date or the end of this
Contract, the Salespersons guarantee that the administration of the Agricultural
Properties will be accomplished in a responsible way and maintaining the normal
course of the respective activities, being marked that the costing will be
of
responsibility and onus of the Buyer, according to budget to be approved by
the
BUYER.
7.2. Between
the present date and the Closing Date or the end of this Contract, ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ won't distribute nor he will commit to distribute, to give in or to
burden, direct or indirectly, any of the Agricultural Properties, especially
the
sugarcane stock, any title to their related parts or third party, except the
disposition of sugarcane (excluded the sugarcane that is already sold to the
BUYER or the authorized third party by the BUYER) by the BUYER starting from
01.08.2006, in values that don't
exceed R$ 65.000,00 (sixty five thousand real) monthly, and since done in market
conditions and in character commutative, for the payment of ordinary expenses
of
the Agricultural Properties until the Closing Date.
7.3 In
this
act ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ grants the BUYER or to whom this come to indicate, of
irrevocable form and irretractable, the right preferably in the acquisition
of
all and any sugarcane that he can dispose in the terms of this
clause.
SECTION
EIGHT
TIME
AND RESCISSION
8.1. This
Contract goes into effect in this date, and it will stay in perfect effect
and
effective until March 24th, 2007, conditioned the period to the execution of
the
financial obligation with Banco do Brasil S.A., in the terms of the clause
4.1
(g).
8.2. The
SALESPERSONS PARTS commit to do their best efforts so that all the Closing
Conditions are accomplished in the smallest period of time reasonably
practicable.
SECTION
NINE
EXCLUSIVITY,
NOT-CONCURRENCE
9.1. The
SALESPERSONS PARTS, during the period of Validity, agree in negotiating in
exclusiveness character with the BUYER the sale of the Agricultural Properties
(in the whole or partly), and they commit to not celebrate any relative contract
to the Agricultural Properties, and not to allow the constitution of any
gravamen on the Agricultural Properties and on the businesses of the
Salespersons, except those contemplated in this Contract.
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9.2 When
of
the Closing Date, and in consideration to the Price of Acquisition, ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ and his wife commit, without the need of any additional documentation,
to abstain, direct or indirectly, of competing with to OURO VERDE or with any
of
their related parts under any form for the period of five years to count from
the Closing Date, in the markets explored by the OURO VERDE. They are excepted
of the obligation of no competition now agreed the possibility of ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ and his wife cultivate, direct or indirectly, in the remainder of their
existent rural areas in the present date, with area of approximately 48 bushels
("Remaining Area"), being especially authorized to plant sugarcane, in the
terms
of the art. 1147 of the Civil Code salesperson Francisco ▇▇▇▇▇ ▇▇▇▇▇▇▇ is
authorized to the same cultivation and the installation of industrial equipment
destinated to the production of distilled alcoholic, in the Remaining Area,
since his production became restricted to the volume of production of sugarcane
of the Remaining Area
SECTION
TEN
CONFIDENTIALITY
10.1. Each
Part, including the Intervening, should maintain secrecy on all of the obtained
information from the other Part in relation to the present Contract that are
not
of public knowledge, don't have been known independently or developed, that
has
not been obtained from third party or that are not of public knowledge because
of a terms breach of contract of the Part that has received (jointly the
"Confidential Information"). The Confidential Information (that can be oral,
writing or magnetic, being designated or not as "confidential", and that
includes contact information and information regarding structures, business
methods or financial organization) will only be able to be used by the receiving
Part in the effectively of the transactions contemplated in this Contract and
for none other purpose. In the hypothesis of rescission of this Contract, all
the documents (including the copies) obtained because of this Contract by a
Part
should be returned to the other pertinent Part, however, the confidentiality
obligations and limitation to the use will remain in effect by the period of
two
years after the rescission date. Each Part commits to not to publish and to
maintain in secrecy the terms and conditions of this Contract, being included,
but if not limiting to the compensation to be paid below, except if the
popularization of those information is demonstrated obligatory for the
consummation of the purchase and sale contemplated in this Contract, disputed
by
any government authority, applicable law or regulate of the Stock exchange
to
which the Part is submitted, or if obtains the consent of all the other Parts
listed. In the case of noncompliance of the obligations of this clause by one
of
the Parts, the overdue Part should compensate the other for loss and
damages.
SECTION
ELEVEN
FINAL
DISPOSITIONS
11.1. The
Parts, in this act, expressly, agree with all the terms and conditions of the
present Contract, nothing having to oppose to it, at any title and at any time,
assuming an obligation, to accomplish all of the acts and necessary formalities
to the full and perfect formalization of the Agricultural Properties now
contracted, besides before all of the competent organs, signing contractual
alterations and any other documents that are done necessary for so
much.
Page
10
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11.2. The
present Contract is signed in an irrevocable way and irretractable, forcing
the
parts and their successors the any title.
11.3. The
present Contract cannot be amended or altered without the approval of all the
parts, in writing, and, except for the cases expressly foreseen in this
Contract, none of the Parts can cede or transfer any of their rights and
obligations originated from of this Contract, without the consent of the other
Parts.
11.4. The
voidance, inefficacy or inexecutibility of any of the dispositions contained
in
this Contract, will not invalidate nor will turn inoperative or inexecutible
any
of the other dispositions of the present Contract, which will continue in
perfect effect. The Parts should negotiate the necessary measures to solve
such
dispositions of eventual existent addictions.
11.5. All
and
any communication or notification referred to the present instrument should
be
done by writing and remitted to the Parts by registered letter with return
receipt, or by telefax to the address listed below:
SALESPERSONS:
The
communications should be sending to all the address below:
(a)
▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
Fazenda
Santo ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ Preta
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇
▇▇▇▇▇
▇▇▇▇▇▇ 134 - CEP ▇▇▇▇▇-▇▇▇ - Canitar/SP
Fax
(▇▇)
▇▇▇▇-▇▇▇▇
BUYER:
The
communications should be sending to all address below:
IVO
TOLESANO JR.
▇▇▇
▇▇▇▇▇▇▇, ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇
▇▇▇▇▇▇▇ - ▇▇▇▇▇-▇▇▇ São Paulo/SP
Fax
(▇▇)
▇▇▇▇-▇▇▇▇
c.c.
MHMK
-
Sociedade de Advogados
At.
▇▇▇▇▇
Soo Hong
▇▇.
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇, 12 andar
Fax
(▇▇)
▇▇▇▇-▇▇▇▇
Page
11
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11.6. The
present Contract is regulated by the laws of the Federative Republic of Brazil
and any works or conflict originated from this Summary should be solved
exclusively by the Forum of the District of the City of São Paulo,
Brazil.
In
this
case, for they be fair and contracted, the parts sign the present instrument
in
03 (three) copies, of equal form and content, in the presence of the two
witnesses below.
Sao
Paulo, February 14th, 2007.
SALESPERSONS:
|
/s/
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
|
/s/▇▇▇▇▇
▇▇▇▇▇ Furlaneto ▇▇▇▇▇▇▇
|
|
|
▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
|
▇▇▇▇▇
▇▇▇▇▇ Furlaneto Ligeiro
|
|
BUYER:
/s/
Ivo Tolesano Junior
Comanche
Participações do Brasil Ltda.
Ivo
Tolesano Junior
Witness:
|
1.
|
2.
|
|
|
Name:
ID:
|
Name:
ID:
|
Page
12
of 13
List
of the Contract Annexes:
|
Annex
A:
|
“Proper
Properties”
|
|
|
Annex
B:
|
“Agricultural
Leasing”
|
|
| Annex 5.1 (e): |
“Agricultural
Properties Capacity”
|
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13
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