Netshoes (Cayman) Limited [ ] Common Shares (par value [ ] per share) Form of Underwriting AgreementUnderwriting Agreement • March 28th, 2017 • Netshoes (Cayman) Ltd. • Retail-catalog & mail-order houses • New York
Netshoes (Cayman) Limited, an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [ ] common shares of the capital of the Company of a nominal or par value of [ ] each (the “Stock”) to be sold by the Company to the Underwriters, on a firm basis (the “Firm Shares”) and, at the election of the Underwriters up to [ ] additional shares (the “Optional Shares”) of Stock (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
DATED 21 MAY 2012Indemnification Agreement • March 16th, 2017 • Netshoes (Cayman) Ltd. • Retail-catalog & mail-order houses
AGREEMENT AND PLAN OF MERGER by and among NETSHOES (CAYMAN) LIMITED, MAGAZINE LUIZA S.A. and MAGAZINE LUIZA CAYMAN LTD Dated as of April 29, 2019Merger Agreement • April 30th, 2019 • Netshoes (Cayman) Ltd. • Retail-catalog & mail-order houses • New York
This AGREEMENT AND PLAN OF MERGER, dated as of April 29, 2019 (as amended, restated, modified or supplemented, this “Agreement”), is entered into by and among Netshoes (Cayman) Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), Magazine Luiza S.A., a Brazilian sociedade anônima incorporated under the laws of the Federal Republic of Brazil (“Parent”), and Magazine Luiza Cayman Ltd, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Merger Sub” and, together with the Company and Parent, the “Parties” and each, a “Party”).
DATED DECEMBER 01st—2016Indemnification Agreement • March 16th, 2017 • Netshoes (Cayman) Ltd. • Retail-catalog & mail-order houses
Policy AgreementPolicy Agreement • April 6th, 2017 • Netshoes (Cayman) Ltd. • Retail-catalog & mail-order houses • New York
This draft document is not a contract or an offer to enter into a contract. Only the document as executed by IFC and the other parties hereto will contain the terms that bind them. Until the document is executed by IFC and the other parties hereto, neither IFC nor the other parties hereto intend to be bound.
AGREEMENTLease Agreement • April 6th, 2017 • Netshoes (Cayman) Ltd. • Retail-catalog & mail-order houses
By and between MAROFRAMA S.A., with its principal place of business at Av. Córdoba No. 1886, 12th floor, office “B”, C1055AAU, Ciudad Autónoma Buenos Aires, herein represented by Mr. Alejo Ferrari, DNI No. 16.899.839, as the Attorney, with sufficient authority to enter into this agreement, according to the General full power-of-attorney granted on October 14, 2009, through the Deed No. 207, Page 379, before the clerk Juan M. Garcia Migliaro, notary public registered with Registry No. 10 of the District of San Martin, on the one part (hereinafter “Lessor” or “MAROFRAMA”) and NS3 INTERNET S.A., headquartered at SUIPACHA 1111, 11th FLOOR of Ciudad Autônoma de Buenos Aires, herein represented by Mr. Alberto Martin Calvo, DNI 20.416.421, as the Chief Executive Officer, with sufficient authority (hereinafter the “Lessee” or “NS3”), on the other part (hereinafter jointly referred to as the “Parties” and severally as the “Party”), and:
DATED MARCH 20, 2015Indemnification Agreement • March 16th, 2017 • Netshoes (Cayman) Ltd. • Retail-catalog & mail-order houses
March 20, 2015Management Rights Agreement • March 16th, 2017 • Netshoes (Cayman) Ltd. • Retail-catalog & mail-order houses
NON-COMPETE AGREEMENTNon-Compete Agreement • March 16th, 2017 • Netshoes (Cayman) Ltd. • Retail-catalog & mail-order houses
By this private instrument (the “Agreement”) and in the best form of law, on one side, NS2.com Internet S.A., a company organized under the laws of Brazil, with principal offices at Rua Vergueiro, 396, Liberdade, CEP 01504-000, in the City of Sao Paulo, State of Sao Paulo, registered with the Brazilian Internal Revenue Service (CNPJ/MF) under No. 09.339.936/0001-16, herein represented by its legal representatives (“NS2”) and, on the other side, Marcio Kumruian, a Brazilian citizen, married, businessman, bearer of the Identity Card RG No. 24.122.221-7 SSP/SP, registered with the Brazilian Internal Revenue Service (CPF/MF) under No. 168.764.418-73, resident and domiciled in Sao Paulo, State of São Paulo, at Rua Maria Figueiredo, 527, apt. 192, Paraíso, CEP 04002-003 (the “Executive”).
Private Instrument of Second Deed of Simple Debentures Not Convertible into Shares, in a Single Series with Collateral for Public Distribution with Restricted Placement Efforts of NS2.com Internet SA. Between NS2.com Internet S.A. And Oliveira Trust...Private Instrument of Second Deed of Simple Debentures Not Convertible Into Shares • March 16th, 2017 • Netshoes (Cayman) Ltd. • Retail-catalog & mail-order houses
This Private Instrument of Second Deed of Simple Debentures Not Convertible into Shares, in a Single Series with Collateral for Public Distribution with Restricted Placement Efforts of NS2.com Internet S.A. (“Deed” or “Debenture Deed” and “Debentures”, respectively) is executed in accordance with the terms and conditions below.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • March 16th, 2017 • Netshoes (Cayman) Ltd. • Retail-catalog & mail-order houses • New York
THIS NOTE PURCHASE AGREEMENT (“Agreement”) is made as of February 22, 2017, by and among NETSHOES (CAYMAN) LIMITED, an exempted company formed under the laws of the Cayman Islands (the “Company”), and the lenders (each, a “Lender” and collectively, the “Lenders”) named on Schedule A attached hereto. Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in Section 1 below.
Private Instrument of Built-to-Suit Property Lease Agreement and Other Covenants entered into by and between FW2 LOGÍSTICA E EMPREENDIMENTOS IMOBILIÁRIOS S.A. as Developer Lessor and NS2.COM INTERNET S.A. as Lessee and, RCA Gerenciamento e...Private Instrument of Built-to-Suit Property Lease Agreement • March 16th, 2017 • Netshoes (Cayman) Ltd. • Retail-catalog & mail-order houses
The table below consolidates the terms defined throughout this Agreement, indicating the item in which they are defined.
PROCESSOR CLOUD & SOFTWARE USE AGREEMENT 2017Processor Cloud & Software Use Agreement • March 29th, 2018 • Netshoes (Cayman) Ltd. • Retail-catalog & mail-order houses
This Agreement is entered into between Processor Informática SA and the company listed below, effective as of the date indicated below. This Agreement contains the basic terms of relationship between the CUSTOMER and the CONTRACTOR regarding the service described below and is directly subordinate to the tripartite agreement between the CUSTOMER, the HOLDER and the CONTRACTOR. THE RULES HEREUNDER SHALL SPECIFICALLY GOVERN THE RELATIONSHIP BETWEEN PROCESSOR AND CUSTOMER and are related to the general contract rules of the CONTRACTOR, as provided at http://www.processor.com.br/master/Sitepages/master.aspx
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 28th, 2019 • Netshoes (Cayman) Ltd. • Retail-catalog & mail-order houses
This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of May 26, 2019 (the “Amendment”), is entered into by and among Netshoes (Cayman) Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), Magazine Luiza S.A., a Brazilian sociedade anônima incorporated under the laws of the Federal Republic of Brazil (“Parent”), and Magazine Luiza Cayman Ltd, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Merger Sub” and, together with the Company and Parent, the “Parties” and each, a “Party”).
