Brazil Sample Contracts

Passos Participacoes S.A.NATURA & CO HOLDING S.A. SHAREHOLDERS’ AGREEMENT (February 12th, 2021)

ANTONIO LUIZ DA CUNHA SEABRA, Brazilian, married, economist, holder of ID card No. 3.524.557, issued by the Public Security Secretariat of the State of São Paulo, registered with the Registry of Individuals of the Ministry of Economy under No. 332.927.288-00, resident and domiciled in the City of São Paulo, State of São Paulo, with office at Rua Amauri 255, 17th floor (“Antônio Luiz da Cunha Seabra”); and

Sendas Distributor S.A.Certain information has been omitted from the exhibit because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed. The omissions have been indicated by (“[***]”). OPERATION AND MAINTENANCE SERVICE ... (January 25th, 2021)

NOW, THEREFORE, THE PARTIES RESOLVE, by mutual agreement, to enter into this Operation and Maintenance Service Agreement - O&M (“O&M Agreement”). which shall be governed according to the following sections and conditions:

Sendas Distributor S.A.PRIVATE INSTRUMENT FOR EXPENSE SHARING AGREEMENT (January 25th, 2021)

NOW, THEREFORE, the Parties decide to enter into this Private Instrument for Expense Sharing Agreement ("Instrument"), in accordance with the following terms and conditions:

Sendas Distributor S.A.Separation and Other Covenants Agreement entered into between on one side, Companhia Brasileira de Distribuição and, on the other side, Sendas Distribuidora S.A. December 14, 2020 Index (January 25th, 2021)
Sendas Distributor S.A.Certain information has been omitted from the exhibit because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed. The omissions have been indicated by (“[***]”). EQUIPMENT LEASE AGREEMENT ... (January 25th, 2021)

LESSOR and LESSEE, which are hereinafter referred to individually as “PARTY” and jointly as “PARTIES”, have agreed to enter into this Equipment Lease AGREEMENT (“AGREEMENT”) in accordance with the following assumptions and considerations:

Sendas Distributor S.A.CROSS-MANAGEMENT AGREEMENT INTERCONNECTED DIRECTORS AND MEMBERS (January 25th, 2021)

NOW, THEREFORE, the Parties resolve to enter into this Agreement, which shall be governed by the following mutually agreed terms and conditions.

Sendas Distributor S.A.DATA PROTECTION AGREEMENT (January 25th, 2021)

NOW, THEREFORE, the Parties resolve to enter into this Agreement, which shall be governed by the following mutually agreed terms and conditions.

Sendas Distributor S.A.EMPLOYEE MATTERS AGREEMENT (January 25th, 2021)

NOW, THEREFORE, the Parties resolve to enter into this Agreement, which shall be governed by the following mutually agreed terms and conditions.

Contract (January 4th, 2021)

TABOOLA BRASIL INTERNET LTDA. PUBLISHER AGREEMENT TERMS AND CONDITIONS TERMOS E CONDIÇÕES DO CONTRATO DE PUBLISHER DA TABOOLA BRASIL INTERNET LTDA.

ENTERPRISE SERVICES AGREEMENT CONTRATO DE PRESTACIÓN DE SERVICIOS EMPRESARIALES (December 2nd, 2020)

This Liferay Enterprise Services Agreement, which consists of the general terms and conditions set forth in this document (“Base Agreement” and other documents identified in Section 2.1 below and referenced appendices and documents located at URLs (the "Agreement")), is between Liferay Latin America Ltda. (“Liferay”), a legal entity established in the Brazilian National Register of Legal Entities under the number 11.902.443/0001-94, with a principal place of business at Rua dos Arcos, number 160, room 18, Poço, Recife/PE, ZIP CODE 52061-180, and the purchaser or user of Liferay services who accepts the terms of the Agreement (“Customer”). The effective date of the Agreement is the earlier of the date that Customer signs or accepts the Agreement or the date that Customer uses Liferay services (“Effective Date”).

Bosch Security SystemsSoftware Maintenance Agreement (November 27th, 2020)

Bosch Security Systems ("Bosch") develops, markets and licenses software products for use in video, intrusion, fire, access control and security systems which are resold locally by Robert Bosch Mexico S.A. de C.V., having its registered office at Cto G. Gonzalez Camarena 333 Col Ctro Cd Santa Fe, Mexico City, Mexico ("Bosch"). This Bosch Software Maintenance Agreement (the “Agreement”) sets out the terms and conditions under which Bosch will provide "Maintenance Services" (defined below). The provision of Maintenance Services by Bosch is subject to and conditioned on Customer's acceptance of the terms of this Agreement, and the terms of the Service Level Agreement Supplement (the "Supplement"). By accepting Maintenance Services Customer accepts the terms of this Agreement including the Supplement. General business terms and conditions of the Customer conflicting with or deviating from the terms of this Agreement are only recognized insofar as Bosch expressly agreed to them in writing.

APPLE COMPUTER BRASIL LTDA PURCHASE AGREEMENT (November 26th, 2020)

THIS PURCHASE AGREEMENT (the "Agreement") sets forth the terms and conditions that apply to all purchases of goods and services by Apple from Seller by means of a purchase order (a "PO") issued by Apple to Seller. As used in this Agreement, "Seller" means the entity identified on the face of a PO as "Seller" and its subsidiaries and affiliates, and "Apple" means Apple Computer Brasil Ltda. Seller and Apple hereby agree as follows:

CONSORTIUM AGREEMENT among (November 12th, 2020)

This Consortium Agreement, dated as of November 28, 2000 (this "Agreement"), is entered into by and among Petróleo Brasileiro S.A. – PETROBRAS, a mixed capital company incorporated under the laws of Brazil, with its head office in the City of Rio de Janeiro, State of Rio de Janeiro, at Av. República do Chile, 65, enrolled with the Corporate Taxpayers’ Registry under CNPJ No. 33.000.167/0001- 01 ("PETROBRAS"), SFE - Sociedade Fluminense de Energia Ltda., a sociedade por quotas de responsabilidade limitada incorporated under the laws of Brazil, with its head office in the City of So Paulo, State of So Paulo, at Av. das Naes Unidas, 11,541, 5º andar, enrolled with the Corporate Taxpayers’ Registry under CNPJ No. 02.754.200/0001-65 ("Genco"), and Enron Comercializadora de Energia Ltda., a sociedade por quotas de responsabilidade limitada incorporated under the laws of Brazil, with its head office in the City of São Paulo, State of São Paulo, at Av. das Naes Unidas, 11.541, 5º andar,

PHOTO COPYRIGHT TRANSFER AGREEMENT (November 10th, 2020)

__________ [NAME], __________ [nationality], [civil status], holder of ID number ___________, issued by ______________ [institution that issued the ID] and CPF number ___________, resident in _____________ [city and state/Federal District], living at __________ [address], (“AUTHOR”), and VALE S.A., headquartered in the city of Rio de Janeiro (state of Rio de Janeiro), at Av. Graça Aranha, 26, CNPJ 33.592.510/0001-54 (“VALE”), hereby enter into this Video Copyright Transfer Agreement, which will be governed by the following clauses and conditions:

NOTES COLLATERAL SHARING AGREEMENT (November 7th, 2020)

[●], acting as trustee and representative of the community of the holders of the USD Notes (as defined below) (hereinafter referred to as the "Notes Trustee");

Laureate Education, Inc.TRANSACTION AGREEMENT by and among LAUREATE EDUCATION, INC., REDE INTERNACIONAL DE UNIVERSIDADES LAUREATE LTDA., SER EDUCACIONAL S.A., solely for the purposes of Section 6.4, Section 6.20, Section 6.25, Article VIII and Article XI, JOSÉ JANGUIÊ BEZERRA ... (November 5th, 2020)
LONG TERM POWER PURCHASE AGREEMENT (October 30th, 2020)

ENRON COMERCIALIZADORA DE ENERGIA LTDA., electrical energy marketer, duly authorized by Agência Nacional de Energia Elétrica – ANEEL, under the terms of Resolution No. 265, of August 13, 1998 and Resolution No. 001, of January 6, 1999, with principal offices in the City of São Paulo, at Avenida das Nações Unidas, 11,541, 7th floor, suite 20, enrolled with the Corporate Taxpayers Registry of the Ministry of Finance (“CNPJ”) under No. 02.754.177/0001-09, hereinafter referred to as “MARKETER”;

OI S.A. - In Judicial ReorganizationContract (October 26th, 2020)

This document is a free translation only. Due to the complexities of language translation, translations are not always precise. The original document was prepared in Portuguese, and in case of any divergence, discrepancy or difference between this version and the Portuguese version, the Portuguese version shall prevail. The Portuguese version is the only valid and complete version and shall prevail for any and all purposes. There is no assurance as to the accuracy, reliability or completeness of the translation. Any person reading this translation and relying on it should do so at his or her own risk.

POWER PURCHASE AGREEMENT (October 19th, 2020)

EPB - ENERGIA PAN BRASIL LTDA., electrical energy marketer, duly authorized by Agência Nacional de Energia Elétrica – ANEEL, under the terms of Resolution No. 265, of August 13, 1998 and Resolution No. 001, of January 6, 1999, with principal offices in the City of São Paulo, at Avenida das Nações, 11,541, 7th floor, suite 20, enrolled with the Corporate Taxpayers Registry of the Ministry of Finance under No. 02.754.177/0001-09, hereinafter referred to as “MARKETER”;

This user agreement will be effective for all users as of November 6, 2020. (October 18th, 2020)

This user agreement is a contract between you and PayPal do Brasil Serviços de Pagamentos Ltda. (“PayPal”), a company organized and existing under the laws of Brazil, enrolled in the

Terms and Conditions and Privacy Policy of the Application (October 16th, 2020)

These “Terms and Conditions of Use and Privacy Policy of the Application” (“TERMS AND CONDITIONS”) is a legal agreement between the licensee (natural or legal person) (the “LICENSEE”) and FILHO SEM FILA SOFTWARE LTDA., company registered with CNPJ under number 23.439.073/0001- 80, headquartered at Avenida Industrial, No. 780, Cj. 2.407, Jardim, Zip Code 09.080-500, Santo André/SP, hereby represented by its managing partner, hereinafter referred to simply as “FILHO SEM FILA”, the sole and exclusive owner of the application for mobile devices with, among other additional services, a focus on the arrival notice of those responsible for the pick-up of students (hereinafter simply “Application”), the brands, names, and the domain associated with the FILHO SEM FILA brand

Bosch Security SystemsSoftware Maintenance Agreement (October 14th, 2020)

Bosch Security Systems ("Bosch") develops, markets and licenses software products for use in video, intrusion, fire, access control and security systems which are resold locally by Robert Bosch Ltda., having its registered office at Rod Anhanguera Km 98, Campinas 13065-900, Sao Paulo, Brasil ("Bosch"). This Bosch Software Maintenance Agreement (the “Agreement”) sets out the terms and conditions under which Bosch will provide "Maintenance Services" (defined below). The provision of Maintenance Services by Bosch is subject to and conditioned on Customer's acceptance of the terms of this Agreement, and the terms of the Service Level Agreement Supplement (the "Supplement"). By accepting Maintenance Services Customer accepts the terms of this Agreement including the Supplement. General business terms and conditions of the Customer conflicting with or deviating from the terms of this Agreement are only recognized insofar as Bosch expressly agreed to them in writing.

MERGER INCORPORATION AGREEMENT OF (October 8th, 2020)

The directors and executive officers of the companies qualified below, as well as the respective companies qualified below:

Natura &Co Holding S.A.Contract (October 1st, 2020)

SECOND AMENDMENT TO THE PRIVATE INSTRUMENT OF INDENTURE OF THE TENTH (10th) ISSUE OF SIMPLE, NON-CONVERTIBLE, UNSECURED DEBENTURES IN UP TO FOUR SERIES, FOR PUBLIC DISTRIBUTION WITH RESTRICTED DISTRIBUTION EFFORTS, OF NATURA COSMÉTICOS S.A.

Natura &Co Holding S.A.FIRST (1st) AMENDMENT TO THE PRIVATE INSTRUMENT OF INDENTURE OF THE NINTH (9th) ISSUE OF SIMPLE, NON-CONVERTIBLE, UNSECURED DEBENTURES IN UP TO THREE SERIES, FOR PUBLIC DISTRIBUTION WITH RESTRICTED DISTRIBUTION EFFORTS, OF NATURA COSMÉTICOS S.A. By this ... (October 1st, 2020)

NATURA COSMÉTICOS S.A., a joint-stock company, registered as a publicly-held company before the Brazilian Securities Commission (“CVM”), with its principal place of business in the city of São Paulo, State of São Paulo, at Avenida Alexandre Colares, n°. 1188, Vila Jaguara, CEP 05106-000, enrolled in the National Register of Legal Entities (“CNPJ/MF”) under No. 71.673.990/0001-77, with its articles of incorporation filed with the Commercial Registry of the State of São Paulo (“JUCESP”) under State Registration (NIRE) No. 35.300.143.183, herein represented pursuant to its bylaws (“Issuer”);

Natura &Co Holding S.A.FIRST (1st) AMENDMENT TO THE PRIVATE INSTRUMENT OF INDENTURE OF THE SEVENTH (7th) ISSUE OF SIMPLE, NON-CONVERTIBLE, UNSECURED DEBENTURES, IN TWO SERIES, FOR PUBLIC DISTRIBUTION WITH RESTRICTED DISTRIBUTION EFFORTS, OF NATURA COSMÉTICOS S.A. By this ... (October 1st, 2020)

NATURA COSMÉTICOS S.A., a joint-stock company, registered as a publicly-held company before the Brazilian Securities Commission (“CVM”), with its principal place of business in the city of São Paulo, State of São Paulo, at Avenida Alexandre Colares, n° 1188, Vila Jaguara, CEP 05106-000, enrolled in the National Register of Legal Entities (“CNPJ/MF”) under No. 71.673.990/0001-77, with its articles of incorporation filed with the Commercial Registry of the State of São Paulo (“JUCESP”) under State Registration (NIRE) No. 35.300.143.183, herein represented pursuant to its bylaws (“Issuer”);

Natura &Co Holding S.A.JUCESP PROTOCOL 0.887.565/19-0 (October 1st, 2020)

NOW, THEREFORE, the Parties decide to amend the Issue Indenture, by means of this “First Amendment to the Private Instrument of Indenture of the Tenth (10th) Issue of Simple, Non-Convertible, Unsecured Debentures, in up to Four Series, for Public Distribution with Restricted Distribution Efforts, of Natura Cosméticos S.A.” (“First Amendment”), with the purpose of (i) reflecting the result of the Bookbuilding Procedure mentioned in Whereas clause (iv) above, pursuant to Clause 4.7.1 of the Issue Indenture, by means of the following clauses and conditions and (ii) amend the wording of item (i), of letter (r), of Clause 7.1 of the Issue Indenture, as mentioned in Whereas clause (v) above.

VOTING AGREEMENT OF (October 1st, 2020)

Shareholder Total Common Shares % of Common Shares Total Preferred Shares % of Total Preferred Shares Total Shares in the Capital Stock % of Total Shares in the CapitalStock SPTelecomunicaçõe s Participações Ltda. 294,158,155 51.46% 38,537,435 3.44% 332,695,590 19.67% Telefónica S.A. 198,207,608 34.67% 305,122,195 27.26% 503,329,803 29.77% Telefónica LatinoaméricaHolding. SL 46,746,635 8.18% 360,532,578 32.22% 407,279,213 24.09% Telefónica Chile S.A. 920,866 0.16% 15,647 0.00% 936,513 0.06% Telefônica Group 540,033,264 94.47% 704,207,855 62.91% 1,244,241,119 73.58% Minority Shares (free float) 29,320,789 5.13% 415,131,868 37.09% 444,452,657 26.27% Treasury Shares 2,290,164 0.40% 983 0.00% 2,291,147 0.14% Total 571,644,217 100% 1,119,340,706 100% 1,690,984,923 100%

CONTRATO INTERNACIONAL DE VENDA COM RESERVA DE DOMÍNIO CONDITIONAL SALE AND SECURITY AGREEMENT This Conditional Sale and Security Agreement ("Contrato de Venda com Reserva de Domínio") dated as of ................. , by and between: (October 1st, 2020)
PRIVATE INSTRUMENT OF INDEMNITY COMMITMENT (September 28th, 2020)

WHEREAS, in [•], the Beneficiary was elected to the position of [member of the Board of Directors/Officer] of the Company and, in [•], he took possession of that position;

This user agreement will be effective for all users as of November 6, 2020. (September 25th, 2020)

This user agreement is a contract between you and PayPal do Brasil Serviços de Pagamentos Ltda. (“PayPal”), a company organized and existing under the laws of Brazil, enrolled in the

ANNEX X - ACCOUNT MANAGEMENT AGREEMENT - CENTRALIZER ACCOUNT (September 22nd, 2020)
WEB SITE SERVICE AGREEMENT/TERMS OF USE (September 17th, 2020)
This Agreement is made and entered into by and between, of the one side, (September 17th, 2020)

EPB - ENERGIA PAN BRASIL LTDA., electrical energy marketer, duly authorized by Agência Nacional de Energia Elétrica – ANEEL, under the terms of Resolution No. 265, of August 13, 1998 and Resolution No. 001, of January 6, 1999, with principal offices in the City of São Paulo, at Avenida das Nações Unidas, 11,541, 7th floor, suite 20, enrolled with the Corporate Taxpayers Registry of the Ministry of Finance under No. 02.754.177/0001-09, hereinafter referred to as “MARKETER”;

PRIVATE INSTRUMENT OF FIDUCIARY ASSIGNMENT OF SHARES AND OTHER COVENANTS (September 17th, 2020)

By this Private Instrument of Fiduciary Assignment of Shares and other Covenants (“Fiduciary Assignment of Shares Agreement” or “Agreement”), by and between: