Common use of Closing Acts Clause in Contracts

Closing Acts. On the date hereof, the following acts are performed by the Parties and by the Company: (a) Signing by the Parties of the 5th Amendment to the Institute’s Articles of Association, a copy of which is provided in Exhibit 3.2(a), whereby: (i) the Sellers shall transfer the 80% Quotas to the Buyer; (ii) the current management of the Institute resign from their positions with reciprocal discharge; (iii) new members for the management of the Institute are appointed and invested in their respective positions; and (iv) the restatement of the Institute’s Articles of Association is approved (the “Closing ACS”); (b) Signing by the Parties of the General Incorporation Meeting by Corporate Type Conversion of the Institute from a Limited Liability Business Company into a Corporation, a copy of which is included in Exhibit 3.2(b) , by means of which the Institute is converted into a corporation (the “Conversion ACS”); (c) Deposit, by the Buyer to the Sellers, of the First Installment of the Purchase Price into the Bank Accounts, pursuant to the terms of Section 2.2(a); (d) Deposit, by the Buyer to the Sellers, of Price Adjustment 1 into the Bank Accounts, pursuant to the terms of Section 2.3(a); (e) Signing of the Lease Agreement by the Company, the Institute, Xxxxxxxx, and the Buyer; (f) Signing, by JC Joint FIP, by the Buyer, and by Xxxxxxxx, of the Shareholders’ Agreement of the Institute, a copy of which is found in Exhibit 3.2(f); (g) Granting of a Public Power of Attorney from the Institute to the new management of the Institute elected by the Buyer on the date hereof, to manage the Institute’s activities, with a period of validity of thirty (30) days (renewable for an additional period of thirty (30) days upon written request to the Institute), a copy of which is found in Exhibit 3.2(g); and (h) Signing, by the Buyer and JC Joint FIP, of the General Meeting for approval of the capital reduction of the Institute, a copy of which is found in Exhibit 3.2(h) (the “Reduction AGE”). 3.2.1. All Closing acts are part of the Transaction agreed upon among the Parties and are considered to have been performed simultaneously.

Closing Acts. On the date hereofClosing Date, the following acts are shall be performed simultaneously by the Parties and by the CompanyParties: (a) Signing by the Parties of the 5th Amendment to the Institute’s Articles of Association, a copy of which is provided in Exhibit 3.2(a), whereby: (i) the Sellers shall transfer the 80% Quotas delivery by BR Health to the BuyerXxxxxxx Shareholders of a certificate confirming that: (a) the representations and warranties provided by it in this Agreement remain true, complete, and correct in all respects; and (b) it has complied with all obligations and has complied with all commitments and agreements that, pursuant to this Agreement, should have been fulfilled or met by the Closing Date. Such certificate shall be dated and signed on the Closing Date; (ii) the current management delivery by the Xxxxxxx Shareholders to BR Health of a certificate confirming that: (a) the representations and warranties provided by each one of the Institute resign from their positions Xxxxxxx Shareholders in this Agreement remain true, complete, and correct in all respects; and (b) each one of the Xxxxxxx Shareholders has complied with reciprocal dischargeall its obligations and has complied with all its commitments and agreements that, pursuant to this Agreement, should have been fulfilled or met by the Closing Date; and (c) no Material Adverse Effect has occurred at the Company or any one of the Companies. Such certificate shall be dated and signed on the Closing Date; (iii) new members for the management of Closing AGE shall be held, per the Institute are appointed draft included in Exhibit 2.2.1 to this Agreement, through which the Investors and invested in their respective positions; BR Health subscribe and pay up the Increase Shares, and the Adjustment Bonus shall be subscribed by BR Health and the Investors; (iv) the restatement registration of ownership of the InstituteIncrease Shares shall be performed for the Investors and BR Health in the Company’s Articles of Association is approved (Registered Shares Book, according to the “Closing ACS”)table found in Section 2.2 above; (bv) Signing by BR Health shall make the Parties of the General Incorporation Meeting by Corporate Type Conversion of the Institute from a Limited Liability Business Company into a Corporation, a copy of which is included in Exhibit 3.2(b) , by means of which the Institute is converted into a corporation (the “Conversion ACS”); (c) Deposit, by the Buyer to the Sellers, of the First Installment payment of the Purchase Price to Nicolau into the Bank Accountsbank account indicated in Exhibit 2.4.1 to this Agreement; (vi) the transfer of the Purchased Shares in consideration for payment of the Purchase Price shall be made upon signature of the transfer form in the Company’s Registered Shares Transfer Book and registration of the ownership of the Purchased Shares in name of BR Health in the Registered Shares Registry Book of the Company, as provided for in Section 2.4 above; (vii) the Parties shall enter into the Termination Agreements, per the drafts contained in Exhibit 2.6 to this Agreement; (viii) the Investors and the Company shall carry out the IPTAN Recordings and the IESVAP Recordings (in the latter case, also jointly with Xxxxx Xxxxxxxx), pursuant to the terms of Section 2.2(a)2.2.5 above; (dix) Deposit, by the Buyer applicable Parties shall enter into the addenda necessary to the Sellers, of Price Adjustment 1 into the Bank Accounts, pursuant to the terms of Section 2.3(a)ITPAC Guarantees Package in accordance with Exhibit 7.4; (ex) Signing of the Lease Agreement by Parties shall enter into the Company2nd Amendment to the AA, per the Institute, Xxxxxxxx, and the Buyerdraft found in Exhibit 2.4 to this Agreement; (fxi) Signing, by JC Joint FIP, by the Buyer, Company and by Xxxxxxxx, IESVAP shall enter into a lease agreement with the Company that comes to be the owner of the Shareholders’ Agreement of IESVAP Property, per the Institute, a copy of which is draft found in Exhibit 3.2(f); 3.1.1(xi) (g) Granting of a Public Power of Attorney from the Institute to the new management of the Institute elected by the Buyer on the date hereof, to manage the Institute’s activities, with a period of validity of thirty (30) days (renewable for an additional period of thirty (30) days upon written request to the Institute), a copy of which is found in Exhibit 3.2(g“Lease Agreement - IESVAP”); and (hxii) Signingthe Company shall amend: (a) the Purchase and Sale Agreement to adjust the ITPAC Guarantees Package, by in accordance with the Buyer and JC Joint FIP, of the General Meeting for approval of the capital reduction of the Institute, a copy of which is draft found in Exhibit 3.2(h3.1.1(xii); and (b) (the “Reduction AGE”). 3.2.1. All Closing acts lease agreements already existing and whose leases are part of the Transaction agreed upon among ITPAC Guarantees Package, to include the Parties and are considered to have been performed simultaneouslyright of set-off in the event of Losses existing under this Agreement.

Closing Acts. On Without prejudice to other actions required to implement the date hereoflegal business established in this Agreement, the following Parties and, as the case may be, the Consenting Intervening Parties or Zenvia Inc, undertake to perform the acts are performed described below until the Closing Date (unless waived in writing by the Parties Parties): (i) Execute a closing agreement, establishing a statement by each Party, (a) confirming the representations and warranties, in accordance with Clauses 7.2(ii), 7.2(iii) and 7.3(i); and (b) attesting the fulfillment and/or waiver (by the applicable Party) of all Suspensive Conditions; (ii) exercise of all SOPs that still remain open on the Closing Date and, if it was not exercised until Closing, the exercise of Marcelo's Purchase Option; (iii) signature by Sellers, 4TI and the Company, of the Termination of Shareholders' Agreement-2019, giving discharge to the Company; (iv) payment of the Primary Investment Amount by Buyer; (v) payment of the First Payment of Initial Amount and Second Payment of Initial Amount by Buyer; (vi) holding Company’s Shareholders Special Meeting, in order to formalize: (a) the increase in Corporate Capital for the purposes of Primary Investment; and (b) the amendment to Company’s Articles; (vii) approval of increase of Purchaser and Zenvia Inc, or just Zenvia, Inc.’s capital, as set out in Clause 2.3 after performing Flip acts; (viii) Registration of Flip at the Central Bank of Brazil; (ix) Execution, by the Parties, of Company's share transfer book, formalizing the transfer of Acquired Shares– Sellers by Sellers (including the Company) to Buyer; (x) performance of the Agreement for Secured Fiduciary Sale of Shares by Buyer and other relevant parties and annotation of such Secured Fiduciary Sale of the Encumbered Shares in the Company's Registered Shares Register; (xi) production and receipt of a waiver agreement by the Company:'s directors, except for those whose permanence is agreed between the Parties, granting mutual and reciprocal release to the directors and the Company and its Subsidiaries in relation to the acts carried out during the period where such directors held their positions and performed their tasks in the Company and/or its Subsidiaries, except for acts or omissions and frauds identified thereafter; (axii) Signing by approval, from Company and its Subsidiaries bodies, of Company's business plan to be previously agreed between Buyer and the Parties of Main Executive Partners, based on the 5th Amendment to principles set out in the Institute’s Articles of Association, a copy of which is provided in Exhibit 3.2(a), whereby: 8.3 (ixii) the Sellers shall transfer the 80% Quotas to the Buyer; (ii) the current management of the Institute resign from their positions with reciprocal discharge; (iii) new members for the management of the Institute are appointed and invested in their respective positions; and (iv) the restatement of the Institute’s Articles of Association is approved (the “Closing ACS”"Business Plan"); (bxiii) Signing if not yet delivered by the Parties of the General Incorporation Meeting such date, Sellers will deliver to Buyer a file in USB format or other recoverable digital media, with all documents and information made available by Corporate Type Conversion of the Institute from a Limited Liability Business Company into a Corporation, a copy of which is included in Exhibit 3.2(b) , by means of which the Institute is converted into a corporation (the “Conversion ACS”); (c) Deposit, by the Buyer to the Sellers, of the First Installment of the Purchase Price into the Bank Accounts, pursuant to the terms of Section 2.2(a); (d) Deposit, by the Buyer to the Sellers, of Price Adjustment 1 into the Bank Accounts, pursuant to the terms of Section 2.3(a); (e) Signing of the Lease Agreement by the Company, the Institute, Xxxxxxxx, Sellers and the Buyer; (f) Signing, by JC Joint FIP, by Company in the Buyer, and by Xxxxxxxx, of the Shareholders’ Agreement of the Institute, a copy of which is found in Exhibit 3.2(f); (g) Granting of a Public Power of Attorney from the Institute to the new management of the Institute elected by the Buyer on the date hereof, to manage the Institute’s activities, with a period of validity of thirty (30) days (renewable for an additional period of thirty (30) days upon written request to the Institute), a copy of which is found in Exhibit 3.2(g)Virtual Data Room; and (hxiv) SigningPerformance of Closing acts provided for in SPA 4TI; and (xv) Zenvia Inc.’s adhesion to the Contract, by the Buyer and JC Joint FIP, as a guarantor of the General Meeting for approval of the capital reduction of the Institute, a copy of which is found in Exhibit 3.2(h) (the “Reduction AGE”)Buyer's obligations. 3.2.18.3.1. All acts of Closing acts are part of the Transaction and obligations set out in Clause 8.3 above shall be deemed concurrent, being agreed upon among the Parties and are considered that no act and/or obligation shall be deemed to have been effectively performed simultaneouslyuntil all other acts and/or obligations of the Closing have been terminated, unless the Parties agree otherwise in writing or expressly established in this Agreement.

Closing Acts. On the date hereofClosing Date, the Parties shall perform the following acts are performed by the Parties and by the Companyacts: (a) Signing by the Parties Buyers shall deliver to Seller a signed certificate, dated as of the 5th Amendment to the Institute’s Articles of AssociationClosing Date, a copy of which is provided in Exhibit 3.2(a), whereby: confirming (i) the Sellers matters set forth in Section 3.3(a) and Section 3.3(b); and (ii) that no Law or Order applicable to Buyers prohibiting, making illegal and/or restraining the consummation of the Investment or the Share Purchase and Sale is in force or not otherwise definitely suspended or reversed; (b) Seller shall transfer deliver to Buyers a signed certificate, dated as of the 80% Quotas Closing Date, confirming (i) the completion of the ROFR procedures (to the Buyerextent they should be completed prior to the Closing Date) and fulfillment of the ROFR Condition, in each case, pursuant to Section 4.1; (ii) the current management of the Institute resign from their positions with reciprocal dischargematters set forth in Section 3.2(b) and Section 3.2(c); (iii) new members that no Law applicable to Seller and/or the Companies prohibiting, making illegal and/or restraining the consummation of the Investment or the Share Purchase and Sale is in force or not otherwise definitively suspended or reversed; (iv) that the Corporate Reorganization has been consummated pursuant to Schedule 3.1(b), providing copies of the relevant corporate acts thereof; and (v) that all material Third Party Authorizations set out in Schedule 3.2(d) have been obtained, providing copies of the documents thereof; Table of Contents (c) Buyers shall pay-in to the Company the IVL Subscription Price as set out in Section 2.3, and deliver to the Company and to Seller evidence of transmission of such amount to the Company’s designated bank account; (d) Buyers shall pay to Seller the IVL Upfront Purchase Price as set out in Sections 2.4.1 and 2.5(a), and deliver to Seller evidence of transmission of such amount to Seller’s designated bank account; (e) The Company shall use certain or all of the funds received related to the Subscription Price per Share (either paid by Buyers and/or the ROFR Beneficiaries, as the case may be) to pay-in the EPP Holdco Funding (as defined in Schedule 3.1(b)) in the amount necessary for the management EPP Holdco to immediately pay and discharge the EPP Assignment Price (as defined in Schedule 3.1(b)), in case the amount of the Institute are appointed EPP Assignment Price (as defined in Schedule 3.1(b)) is lower than the funds received related to the Subscription Price per Share, then such excess amounts of the Subscription Price per Share will not be transferred to EPP Holdco; (f) XXX XXXXXXXXX XXXXX XXXXXXX XXX XXXXXXX XXXXX XXXXXXXX XX XXX XXXXXXX XXXXXXXX XXXXXXXX X.XX.X XX XXXXXXX XX XXX XXXXXXXX XXX XXXXXXXXX; (g) Should the members indicated by Seller and invested Buyers at the Steering Committee agree with respect to necessity of the New Adherence Convention, pursuant to Section 5.8.2, the Companies and Ultraprev shall execute the New Adherence Convention. Otherwise, (i) the Companies shall notify Ultraprev in writing exercising their respective positionsright to withdraw from the Ultraprev’s Benefit Plan with respect to all Continuing Employees, and the Companies shall take any and all additional actions necessary or reasonably appropriate to that extent; (ii) Seller shall cause Ultraprev to waive the requirement and obligation of the Companies that a 90-day-prior communication is given with respect to referred withdrawal right; (iii) the Sponsorship Withdrawal Term agreed by the Steering Committee, pursuant to Section 5.8.2, shall be executed by the Companies and Ultraprev, and (iv) Seller and Ultraprev shall initiate the restatement proceedings required for implementation of referred withdrawal as soon as the preceding mentioned notice is received. (h) Seller shall (1) hold or cause to be held a general meeting of shareholders of the InstituteCompany to fully ratify the Capital Increase in the scenario set forth in item (m) below, or (2) cause the issuance of the Available New Shares to Buyers in the scenario set forth in Section 4.5 above, in any case, with the registration of ownership of the Available New Shares in the Company’s Articles of Association is approved Share Register Book (the Livro de Registro de Ações Nominativas) (“Closing ACSCapital Increase Ratification EGM”); (bi) Signing by Upon the Parties confirmation of its deposit in the General Incorporation Meeting by Corporate Type Conversion of Company’s designated bank account, the Institute from Company shall deliver to Buyers, with a Limited Liability Business Company into a Corporationcopy to Seller, a copy receipt for the full amount related to the IVL Subscription Price per Share paid by Buyers in the form of which is included Schedule 6.2(i); Table of Contents (j) Upon the confirmation of its deposit in Exhibit 3.2(bSeller’s designated bank account, Seller shall deliver to Buyers a receipt for the full amount related to the IVL Upfront Purchase Price paid by Buyers in the form of Schedule 6.2(j); (k) Seller shall transfer the Available Existing Shares to Buyers, by means of which the Institute is converted into appropriate records and signatures in the Company’s Share Transfer Book (Livro de Transferência de Ações Nominativas) and Share Register Book (Livro de Registro de Ações Nominativas), which, exceptionally, shall be removed from the Company’s registered office so that the Closing can occur; (l) Buyers shall (and may cause the Company to, to the extent of measures within its control) convene the Closing EGM, and Buyers shall vote all its Shares to approve the relevant resolution matters (it being clarified and agreed that in case the Closing EGM does not occur because of an act or omission of Buyers, then this item (and the Closing EGM) will not be considered a corporation (the “Conversion ACS”Closing act and therefore not required to be consummated at Closing, including for purposes of Section 6.3 below); (cm) DepositTo the extent that, cumulatively, (i) the Subscription Price per Share, as converted in BRL by the Buyer to Pre-Closing Exchange Rate, is equal or lower than the SellersROFR Initial Subscription Price Per Share, of and (ii) the First Installment of the Upfront Estimated Purchase Price into per Share, as converted in BRL by the Bank AccountsPre-Closing Exchange Rate, pursuant to is equal or lower than the terms of Section 2.2(a);ROFR Upfront Initial Purchase Price Per Share, Seller shall: (di) Deposit, by Cause the Buyer Company to fully homologate the Sellers, of Price Adjustment 1 into capital increase approved at the Bank Accounts, pursuant ROFR EGM and deliver (1) the ROFR New Shares to the terms of Section 2.3(a); (e) Signing of the Lease Agreement by the Company, the Institute, XxxxxxxxROFR Beneficiaries, and (2) the Buyer; (f) Signing, by JC Joint FIP, by the Buyer, and by Xxxxxxxx, of the Shareholders’ Agreement of the Institute, a copy of which is found in Exhibit 3.2(f); (g) Granting of a Public Power of Attorney from the Institute Available New Shares to the new management of the Institute elected by the Buyer on the date hereof, to manage the Institute’s activities, with a period of validity of thirty (30) days (renewable for an additional period of thirty (30) days upon written request to the Institute), a copy of which is found in Exhibit 3.2(g)Buyers; and (hii) SigningTransfer the ROFR Existing Shares to the ROFR Beneficiaries, by the Buyer and JC Joint FIP, means of the General Meeting for approval appropriate records and signatures in the Company’s Share Transfer Book (Livro de Transferência de Ações Nominativas) and Share Register Book (Livro de Registro de Ações Nominativas), which, exceptionally, shall be removed from the Company’s registered office so that the Closing can occur; (n) Seller and the Company shall execute the Lease Agreement; and (o) Seller shall deliver to Buyer (i) proof of termination of the capital reduction Cost Sharing Agreement and settlement of the Instituteloan agreements listed in Schedule 5.10 and Schedule 5.10.1(a), a copy of which is found in Exhibit 3.2(h) (the “Reduction AGE”). 3.2.1. All Closing acts are part with full release of the Transaction agreed upon among the Parties Companies with respect to any obligation or liability under such agreements; and are considered to have been performed simultaneously(ii) XXXX XX XXX XXXXXXXXX XXXXXXXXXXXXX XXX XXXXXXXXXX XX XXX XXXXX XXXXXXXX XXXXXXXXXXXXXX, XX XXX XXXX XXX XX.

Closing Acts. On At the date hereofClosing, the following acts are performed by the Parties and by the Companyshall occur: (a) Signing delivery by the Parties Sellers and Purchaser of the 5th Amendment to respective certificates confirming that the Institute’s Articles representations and warranties of Association, a copy each of which is provided in Exhibit 3.2(a), whereby: (i) them contained herein shall be true and correct with the Sellers shall transfer the 80% Quotas to the Buyer; (ii) the current management same effect as though such representations and warranties had been made on and as of the Institute resign from their positions with reciprocal discharge; (iii) new members for Closing Date. The foregoing certification shall be made upon the management signature and delivery of a certificate, in the Institute are appointed and invested in their respective positions; and (iv) the restatement of the Institute’s Articles of Association is approved (the form attached hereto as “Closing ACSSchedule 4.2(a)”); (b) Signing Purchaser shall pay to the Sellers the amount of forty-three million Reais (R$43,000,000.00) as part of the Purchase Price, according to the provisions of Section 3.1.(a), by TEDs to the bank accounts designated by the Parties of the General Incorporation Meeting by Corporate Type Conversion of the Institute from a Limited Liability Business Company into a Corporation, a copy of which is included in Exhibit 3.2(b) , by means of which the Institute is converted into a corporation (the “Conversion ACS”)Sellers; (c) DepositPurchaser shall deposit in the Escrow Account the Escrow Amount, according to the provisions of Section 3.1. (b), by the Buyer to the Sellers, of the First Installment of the Purchase Price into the Bank Accounts, pursuant to the terms of Section 2.2(a)a XXX; (d) DepositPurchaser shall pay to Xxxxxxx the amount of five million Reais (R$ 5,000,000.00) as indemnification for his non competition and non solicitation obligation set forth in Section 8.1 below, according to the provisions of Section 3.1. (c), by the Buyer TEDs to the bank accounts designated by the Sellers, of Price Adjustment 1 into the Bank Accounts, pursuant to the terms of Section 2.3(a); (e) Signing Purchaser shall pay to Alexandre the amount of five million Reais (R$ 5,000,000.00) as indemnification for his non competition and non solicitation obligation set forth in Section 8.1 below, according to the Lease Agreement provisions of Section 3.1. (d), by TEDs to the bank accounts designated by the Company, the Institute, Xxxxxxxx, and the BuyerSellers; (f) Signing, by JC Joint FIP, by the Buyer, and by Xxxxxxxx, Sellers shall deliver to Purchaser four (4) executed copies of the Shareholders’ Agreement amendment to the articles of association of the InstituteCompany as set forth in “Schedule 4.2. (f)”, a copy evidencing the transfer of which is found in Exhibit 3.2(f)the Transferred Shares to Purchaser; (g) Granting Sellers shall deliver to Purchaser the following valid clearance certificates (certidões negativas) of a Public Power of Attorney from the Institute debt related to the new management Company, issued for the purposes of the Institute elected changing Company’s corporate control: (i) Certidão Conjunta Negativa de Débitos relatives a Tributos Federais e à Dívida Ativa da União issued by the Buyer on the date hereof, Receita Federal (Clearance Certificate related to manage the Institute’s activities, with a period of validity of thirty (30) days (renewable for an additional period of thirty (30) days upon written request taxes due to the Institute), a copy of which is found in Exhibit 3.2(gBrazilian Federal Tax authorities); and (hii) SigningCertidão Negativa de Débito, issued by Instituto Nacional da Seguridade Social—INSS (Clearance Certificate related to payments due to the Buyer INSS); and JC Joint FIP, of the General Meeting for approval of the capital reduction of the Institute, a copy of which is found in Exhibit 3.2(h) (the “Reduction AGE”iii). 3.2.1. All Closing acts are part of the Transaction agreed upon among the Parties and are considered to have been performed simultaneously.

Closing Acts. On At the date hereofClosing, the following acts are performed by the Parties and by the Companyshall occur: (a) Signing delivery by the Parties Sellers and Purchaser of the 5th Amendment to respective certificates confirming that the Institute’s Articles representations and warranties of Association, a copy each of which is provided in Exhibit 3.2(a), whereby: (i) them contained herein shall be true and correct with the Sellers shall transfer the 80% Quotas to the Buyer; (ii) the current management same effect as though such representations and warranties had been made on and as of the Institute resign from their positions with reciprocal discharge; (iii) new members for Closing Date. The foregoing certification shall be made upon the management signature and delivery of a certificate, in the Institute are appointed and invested in their respective positions; and (iv) the restatement of the Institute’s Articles of Association is approved (the form attached hereto as “Closing ACSSchedule 4.2(a)”); (b) Signing Purchaser shall pay to the Sellers the amount of forty-three million Reais (R$43,000,000.00) as part of the Purchase Price, according to the provisions of Section 3.1.(a), by TEDs to the bank accounts designated by the Parties of the General Incorporation Meeting by Corporate Type Conversion of the Institute from a Limited Liability Business Company into a Corporation, a copy of which is included in Exhibit 3.2(b) , by means of which the Institute is converted into a corporation (the “Conversion ACS”)Sellers; (c) DepositPurchaser shall deposit in the Escrow Account the Escrow Amount, according to the provisions of Section 3.1. (b), by the Buyer to the Sellers, of the First Installment of the Purchase Price into the Bank Accounts, pursuant to the terms of Section 2.2(a)a XXX; (d) DepositPurchaser shall pay to Xxxxxxx the amount of five million Reais (R$ 5,000,000.00) as indemnification for his non competition and non solicitation obligation set forth in Section 8.1 below, according to the provisions of Section 3.1. (c), by the Buyer TEDs to the bank accounts designated by the Sellers, of Price Adjustment 1 into the Bank Accounts, pursuant to the terms of Section 2.3(a); (e) Signing Purchaser shall pay to Alexandre the amount of five million Reais (R$ 5,000,000.00) as indemnification for his non competition and non solicitation obligation set forth in Section 8.1 below, according to the Lease Agreement provisions of Section 3.1. (d), by TEDs to the bank accounts designated by the Company, the Institute, Xxxxxxxx, and the BuyerSellers; (f) Signing, by JC Joint FIP, by the Buyer, and by Xxxxxxxx, Sellers shall deliver to Purchaser four (4) executed copies of the Shareholders’ Agreement amendment to the articles of association of the InstituteCompany as set forth in “Schedule 4.2. (f)”, a copy evidencing the transfer of which is found in Exhibit 3.2(f)the Transferred Shares to Purchaser; (g) Granting Sellers shall deliver to Purchaser the following valid clearance certificates (certidões negativas) of a Public Power of Attorney from the Institute debt related to the new management Company, issued for the purposes of changing Company’s corporate control: (i) Certidão Conjunta Negativa de Débitos relatives a Tributos Federais e à Dívida Ativa da União issued by Receita Federal (Clearance Certificate related to taxes due to the Brazilian Federal Tax authorities); (ii) Certidão Negativa de Débito, issued by Instituto Nacional da Seguridade Social—INSS (Clearance Certificate related to payments due to the INSS); and (iii) Certificado de Regularidade do Fundo de Garantia por Tempo de Serviço—FGTS (Clearance Certificate related to payments due to FGTS), issued by Caixa Econômica Federal; (h) Sellers shall deliver to Purchaser a Non-Employee Officer Agreement signed by Xxxxxxx as set forth in “Schedule 4.2 (h)”; (i) Sellers shall deliver to Purchaser a Non-Employee Officer Agreement signed by Alexandre as set forth in “Schedule 4.2 (i)”; (j) the Purchaser and the Sellers shall deliver to each other the documents that evidence the powers and authority of their respective representatives who act as signatories of all documents that are executed at Closing; (k) the Purchaser and the Sellers shall deliver to each other the corporate approvals needed to evidence that the Purchaser and the Sellers are each authorized to enter into all such the documents that are executed at Closing, perform the acts contemplated therein, fulfill the obligations assumed thereunder and complete the Transaction; (l) Sellers shall exhibit to Purchaser all Company’s corporate books, duly registered with the Board of Trade of the Institute elected State of São Paulo and updated; (m) Sellers shall deliver to Purchaser the resignation letters of Company’s officers appointed by Sellers, in which Company’s officers grant broad, full, general, and irrevocable release to Company, so that nothing else may be claimed on any account (such resignations shall be effective concurrently with the Buyer on transfer of the date hereofTransferred Shares to Purchaser); (n) the Parties shall enter into a Quotaholders’ Agreement, to manage in the Institute’s activitiesform attached hereto as “Schedule 9.2”; (o) the Parties shall enter into a Escrow Agreement with the Escrow Agent, with in the form attached hereto as “Schedule 9.1”; (p) the Parties shall enter into a period of validity of thirty (30) days (renewable for an additional period of thirty (30) days upon written request to Quota Pledge Agreement, in the Institute), a copy of which is found in Exhibit 3.2(g)form attached hereto as “Schedule 9.4”; and (hq) Signing, by the Buyer and JC Joint FIP, Purchaser shall deliver to the Sellers copy of the General Meeting for approval of US FCPA as in force today, together with the capital reduction of the Institute, a copy of which is found in Exhibit 3.2(h) (the “Reduction AGE”)Purchaser’s compliance policy and compliance program. 3.2.1. All Closing acts are part of the Transaction agreed upon among the Parties and are considered to have been performed simultaneously.

Closing Acts. On Without prejudice to other actions reasonably required for implementation of the date hereofTransaction, at Closing, the following acts are performed by the Parties and by the Company:actions shall take place (“Closing Acts”): (a) Signing by the Parties of Sellers and the 5th Amendment Purchaser shall execute and deliver to each other the Institute’s Articles of Association, a copy of which is provided in Exhibit 3.2(a), whereby: respective certificates confirming that (i) the representations and warranties made by each of them hereunder are true and correct in all material respects at the Closing Date as if such representations and warranties had been made on and as of the Closing Date (other than those representations and warranties set forth in Article 7 and Sections 8.1, 8.2, 8.3, 8.5 and 8.7, which shall be true and correct in all respects, and without prejudice to the right of the Purchaser to be indemnified hereunder in respect of any representation and warranty which is not true and correct in all respects, and subject to the provisions of Article 10), except for any representations and warranties that expressly refer to another date, which representations and warranties shall be true and correct in all material respects as of such date, provided, however, that Sellers shall transfer the 80% Quotas be entitled to make any amendments to the BuyerSections of the Disclosure Schedule expressly indicated in the certificate to be delivered by the Sellers on the Closing Date, to the extent permitted by Section 5.5; (ii) all covenants and agreements undertook by each of them hereunder and required to be performed or complied by each of them at or before the current management of Closing Date have been so performed and complied with, in all material respects, in accordance with the Institute resign from their positions with reciprocal dischargeterms and conditions set forth in this Agreement; and (iii) new members for all other conditions precedent set forth herein have been completed or waived by the management of relevant Party, and the Institute are appointed and invested in their respective positions; and (iv) relevant documentation, as applicable, confirming such completion or waiver has been provided to the restatement of the Institute’s Articles of Association is approved (the “Closing ACS”relevant Party(ies); (b) Signing by the Parties of the General Incorporation Meeting by Corporate Type Conversion of the Institute from a Limited Liability Business Company into a Corporation, a Purchaser shall provide copy of which is included in Exhibit 3.2(b) , by means its respective corporate documents that evidence the powers and authority of which the Institute is converted into a corporation (the “Conversion ACS”)its representatives who act as signatories of all documents that are executed at Closing; (c) Deposit, by the Buyer to Sellers shall provide copy of their respective corporate documents that evidence the Sellers, powers and authority of the First Installment their representatives who act as signatories of the Purchase Price into the Bank Accounts, pursuant to the terms of Section 2.2(a)all documents that are executed at Closing; (d) Deposit, by the Buyer each Seller shall deliver to the SellersPurchaser a resignation letter, of Price Adjustment 1 into the Bank Accounts, pursuant to the terms of Section 2.3(a); (e) Signing effective as of the Lease Agreement by Closing Date, substantially in the form attached hereto as Exhibit 6.2(d), from each of the Company’s non independent members of the Board of Directors appointed by it, as listed in Schedule 6.2(d) hereto. In such resignations letters, the Institute, Xxxxxxxx, respective members of the Board of Directors of the Company and the Buyer; (f) SigningCompany shall give each other full, by JC Joint FIPunconditional and irrevocable release, by the Buyer, and by Xxxxxxxx, effective as of the Shareholders’ Agreement of the InstituteClosing Date, a copy of which is found in Exhibit 3.2(f); (g) Granting of a Public Power of Attorney from the Institute to the new management of the Institute elected by the Buyer on the date hereof, to manage the Institute’s activities, with a period of validity of thirty (30) days (renewable for an additional period of thirty (30) days upon written request to the Institute), a copy of which is found in Exhibit 3.2(g); and (h) Signing, by the Buyer and JC Joint FIP, of the General Meeting for approval of the capital reduction of the Institute, a copy of which is found in Exhibit 3.2(h) (the “Reduction AGE”). 3.2.1. All Closing acts are part of the Transaction agreed upon among the Parties and are considered declaring to have been performed simultaneously.nothing to claim from one another for any and all obligations and rights that may arise in connection with this Agreement;