0000950103-25-011743 Sample Contracts
DEALER MANAGER AGREEMENTDealer Manager Agreement • September 17th, 2025 • Cogna Educacao S.A. • Services-educational services • New York
Contract Type FiledSeptember 17th, 2025 Company Industry JurisdictionThis dealer manager agreement (this “Agreement”) will confirm the understanding between Cogna Educação S.A. (the “Offeror”), a company organized under the laws of the Federative Republic of Brazil (“Brazil”) and Itau BBA USA Securities, Inc. (“Itaú BBA”) pursuant to which the Offeror has retained Itaú BBA to act as the exclusive dealer manager (the “Dealer Manager”), on the terms and subject to the conditions set forth herein and in the tender offer materials that the Offeror has caused to be prepared and furnished to the Dealer Manager for use in connection with the proposed tender offer (the “Tender Offer”) for any and all of the outstanding Class A common shares, par value U.S.$0.00005 per share (the “Class A Common Shares”) of Vasta Platform Limited, a Cayman Islands exempted company (the “Company”), traded on the Nasdaq Global Select Market (“NASDAQ”), excluding those Class A Common Shares held, directly or indirectly, by the Offeror, which includes (a) the Offer to Purchase, date
