Common use of Limitations and Restrictions on the Issuer Clause in Contracts

Limitations and Restrictions on the Issuer. (a) The Issuer shall not engage in any business or enter into, or be a party to, any transaction or agreement, or make any transfer, other than in connection with (A) the issuance, sale, redemption or repurchase of the Notes and the other New Notes and activities incidentally related thereto; (B) the entering into Hedging Obligations, solely on a non-speculative basis for the purpose of protecting itself and/or the Guarantors against interest rate and currency fluctuations in connection with the New Notes; (C) activities described in its organization documents; (D) the Issuer’s ability to make remittances to Brazil; (E) the entering into of any loan, corporate or financial transaction (or series of related transactions) entered into for the purpose of performing financial or other cash management functions by the Issuer with the Company and its Subsidiaries; and (F) as required by applicable Law; (b) The Issuer shall not create, incur, assume or suffer to exist any Indebtedness other than any Indebtedness (A) incurred solely for the purpose of complying with its obligations under the Notes and the other New Notes, or (B) for the issuance of additional notes permitted under this Indenture and the indentures in respect of the other New Notes; (c) The Issuer shall not create, assume, incur or suffer to exist any Lien upon or with respect to any of its properties or assets except for Permitted Liens of the type described in clauses (a), (g), (i), (j) and (k) of the definition thereof); (d) The Issuer shall not enter into any consolidation, merger, amalgamation, joint venture or other form of combination with any Person, and shall not sell, lease, convey or otherwise dispose of any of its assets or receivables, unless: (i) the resulting, surviving or transferee Person (if not the Issuer) shall be a Person organized and existing under the laws of the Cayman Islands or the United States, any State thereof or the District of Columbia or any other country that is a member of the European Union and such Person shall expressly assume, by a supplement to this Indenture, executed and delivered to the Trustee, all obligations under the Notes and this Indenture; (ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been incurred by such Person at the time of such transaction), no Default will have occurred and be continuing; and (iii) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an opinion of independent legal counsel of recognized standing, each stating that such consolidation, merger or transfer and such supplement to this Indenture, if any, comply with the Notes and this Indenture. The Trustee will accept such certificate and opinion as sufficient evidence of satisfaction of the conditions precedent set forth in clause (iii) above, in which event it shall be conclusive and binding on the Holders; and (e) The Issuer shall not amend, supplement, waive or modify, or consent to any amendment, supplement, waiver or modification of organizational documents without the written consent of Holders of a majority in aggregate principal amount of the Notes if such amendment, supplement, waiver or modification would adversely affect the rights of Holders.

Limitations and Restrictions on the Issuer. The Issuer is limited and restricted from taking the following actions or engaging in the following activities or transactions: (a) The Issuer shall not engage engaging in any business or enter entering into, or be being a party to, any transaction or agreement, or make any transfer, other than in connection with agreement except for: (Ai) the issuance, sale, redemption or repurchase financing of the Notes operations of Ultrapar and the other New Notes its Subsidiaries and activities incidentally related thereto; that are reasonably ancillary thereto (B) including, without limitation, on-lending of funds, repurchases of Debt not prohibited by this Indenture, the entering into Hedging ObligationsAgreements not for speculative purposes relating to such Debt and investments not prohibited by this Indenture); (ii) the sale, solely on a non-speculative basis for redemption, repurchase, defeasance, amendment or waiver of any term of the purpose Notes; (iii) entering into loans with Ultrapar or any of protecting itself and/or the Guarantors against interest rate and currency fluctuations its Subsidiaries; (iv) payment of dividends; and (v) any other transaction required by law or in connection with any transaction not otherwise prohibited pursuant to the New Notes; (C) activities covenants described in its organization documents; (D) the Issuer’s ability to make remittances to Brazil; (E) the entering into of any loan, corporate or financial transaction (or series of related transactions) entered into for the purpose of performing financial or other cash management functions by the Issuer with the Company and its Subsidiaries; and (F) as required by applicable Lawthis Section; (b) The Issuer shall not createacquiring or owning any Subsidiaries or other assets or properties, incurexcept (i) an interest in Hedging Agreements relating to its indebtedness and instruments evidencing interests in the foregoing, assume or suffer to exist any Indebtedness other than any Indebtedness (Aii) incurred solely for the purpose of complying with its obligations under the Notes and the other New Notescash, Cash Equivalents, or other securities and (Biii) for the issuance of additional notes permitted under this Indenture and the indentures in respect of the other New Notes; (c) The incurring any additional Debt, except for any additional Debt which ranks equally with, or is subordinated to, the Notes; (d) creating, assuming, incurring or suffering to exist any Lien upon any properties or assets whatsoever, except for any Liens imposed by law, it being understood, for the avoidance of doubt, that the Issuer shall may not create, assume, incur or suffer to exist any Lien upon or with respect to any of its properties or assets except for Liens, including Liens which would otherwise constitute Permitted Liens in the case of the type described in clauses (a), (g), (i), (j) and (k) of the definition thereof);Ultrapar or any Subsidiary; and (de) The Issuer shall not enter entering into any consolidation, merger, amalgamation, joint venture venture, or other form of combination with any Personperson, and shall not sellor selling, leaseleasing, convey conveying or otherwise dispose disposing of any of its assets or receivables, unless: (i) except as otherwise permitted by this Indenture and permitted under Section 5.01 below; For the resulting, surviving or transferee Person (if not the Issuer) shall be a Person organized and existing under the laws avoidance of the Cayman Islands or the United Statesdoubt, any State thereof or transaction permitted by the District provisions described in any of Columbia or any other country that is a member of the European Union and such Person shall expressly assume, by a supplement paragraphs (a) to this Indenture, executed and delivered to the Trustee, all obligations under the Notes and this Indenture; (ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been incurred by such Person at the time of such transaction), no Default will have occurred and be continuing; and (iii) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an opinion of independent legal counsel of recognized standing, each stating that such consolidation, merger or transfer and such supplement to this Indenture, if any, comply with the Notes and this Indenture. The Trustee will accept such certificate and opinion as sufficient evidence of satisfaction of the conditions precedent set forth in clause (iii) above, in which event it shall be conclusive and binding on the Holders; and (e) The Issuer above shall not amend, supplement, waive or modify, or consent be prohibited by any provision in any other paragraph within paragraphs (a) to any amendment, supplement, waiver or modification of organizational documents without the written consent of Holders of a majority in aggregate principal amount of the Notes if such amendment, supplement, waiver or modification would adversely affect the rights of Holders(e) above.

Limitations and Restrictions on the Issuer. The Issuer is limited and restricted from taking the following actions or engaging in the following activities or transactions: (a) The Issuer shall not engage engaging in any business or enter entering into, or be being a party to, any transaction or agreement, or make any transfer, other than in connection with agreement except for: (Ai) the issuance, sale, redemption or repurchase financing of the Notes operations of Ultrapar and the other New Notes its Subsidiaries and activities incidentally related thereto; that are reasonably ancillary thereto (B) including, without limitation, on- lending of funds, repurchases of Debt not prohibited by the indenture, the entering into Hedging ObligationsAgreements not for speculative purposes relating to such Debt and investments not prohibited by this Indenture); (ii) the sale, solely on a non-speculative basis for redemption, repurchase, defeasance, amendment or waiver of any term of the purpose Notes; (iii) entering into loans with Ultrapar or any of protecting itself and/or the Guarantors against interest rate and currency fluctuations its Subsidiaries; (iv) payment of dividends; and (v) any other transaction required by law or in connection with any transaction not otherwise prohibited pursuant to the New Notes; (C) activities covenants described in its organization documents; (D) the Issuer’s ability to make remittances to Brazil; (E) the entering into of any loan, corporate or financial transaction (or series of related transactions) entered into for the purpose of performing financial or other cash management functions by the Issuer with the Company and its Subsidiaries; and (F) as required by applicable Lawthis Section; (b) The Issuer shall not createacquiring or owning any Subsidiaries or other assets or properties, incurexcept (i) an interest in Hedging Agreements relating to its indebtedness and instruments evidencing interests in the foregoing, assume or suffer to exist any Indebtedness other than any Indebtedness (Aii) incurred solely for the purpose of complying with its obligations under the Notes and the other New Notescash, Cash Equivalents, or other securities and (Biii) for the issuance of additional notes permitted under this Indenture and the indentures in respect of the other New Notes; (c) The incurring any additional Debt, except for any additional Debt which ranks equally with, or is subordinated to, the Notes; (d) creating, assuming, incurring or suffering to exist any Lien upon any properties or assets whatsoever, except for any Liens imposed by law, it being understood, for the avoidance of doubt, that the Issuer shall may not create, assume, incur or suffer to exist any Lien upon or with respect to any of its properties or assets except for Liens, including Liens which would otherwise constitute Permitted Liens in the case of the type described in clauses (a), (g), (i), (j) and (k) of the definition thereof);Ultrapar or any Subsidiary; and (de) The Issuer shall not enter entering into any consolidation, merger, amalgamation, joint venture venture, or other form of combination with any Personperson, and shall not sellor selling, leaseleasing, convey conveying or otherwise dispose disposing of any of its assets or receivables, unless: (i) except as otherwise permitted by this Indenture and permitted under Section 5.01 below; For the resulting, surviving or transferee Person (if not the Issuer) shall be a Person organized and existing under the laws avoidance of the Cayman Islands or the United Statesdoubt, any State thereof or transaction permitted by the District provisions described in any of Columbia or any other country that is a member of the European Union and such Person shall expressly assume, by a supplement paragraphs (a) to this Indenture, executed and delivered to the Trustee, all obligations under the Notes and this Indenture; (ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been incurred by such Person at the time of such transaction), no Default will have occurred and be continuing; and (iii) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an opinion of independent legal counsel of recognized standing, each stating that such consolidation, merger or transfer and such supplement to this Indenture, if any, comply with the Notes and this Indenture. The Trustee will accept such certificate and opinion as sufficient evidence of satisfaction of the conditions precedent set forth in clause (iii) above, in which event it shall be conclusive and binding on the Holders; and (e) The Issuer above shall not amend, supplement, waive or modify, or consent be prohibited by any provision in any other paragraph within paragraphs (a) to any amendment, supplement, waiver or modification of organizational documents without the written consent of Holders of a majority in aggregate principal amount of the Notes if such amendment, supplement, waiver or modification would adversely affect the rights of Holders(e) above.