Standard Contracts
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 21st, 2014 • Cnova N.V. • Retail-catalog & mail-order houses
The Company and the Indemnitee are hereinafter jointly also referred to as the “Parties” and each individually as a “Party”.
Polca Cash Pooling AgreementCash Pooling Agreement • August 12th, 2014 • Cnova N.V. • Retail-catalog & mail-order houses
(Polca and the Participating Companies are hereinafter collectively referred to as the “Parties” and individually as a “ Party”).
REORGANIZATION AGREEMENT among VIA VAREJO S.A., CNOVA COMÉRCIO ELETRÔNICO S.A. and CNOVA N.V. Dated as of August 8, 2016Reorganization Agreement • August 23rd, 2016 • Cnova N.V. • Retail-catalog & mail-order houses
(Via Varejo, Cnova Brazil and Cnova NV are referred to herein, collectively, as the “Parties” and, each individually, as a “Party”).
AGREEMENT - POINT RETRAIT [PICK-UP POINT] P30 CDISCOUNTPoint Retrait Agreement • June 4th, 2014 • Cnova N.V.
The company CD1SCOUNT having its registered office at 4-6 Cours de l’Intendance, 33000 Bordeaux, registered in the Trade and Companies Register of Bordeaux under No. 424 059 822,
GUARANTEE FRAMEWORK AGREEMENT By the present private instrument and in the best form of the law, the parties: CBD and CNOVA are hereinafter jointly also referred to as the “Parties” and each individually as a “Party”.Guarantee Framework Agreement • July 22nd, 2016 • Cnova N.V. • Retail-catalog & mail-order houses
WHEREAS: (i) CNOVA is a company controlled by CBD; (ii) CBD is interested in guaranteeing the performance of obligations undertook ou to be undertaken by CNOVA vis-à-vis third parties under any agreements executed or that may be executed, including, but not limited to financial agreements, lease of real estate and/or commercial agreements; and (iii) The Parties wish to set out the general terms and conditions for said guarantees offered by CBD to CNOVA and consider the entering into this Agreement to be in the corporate interest of each Party. NOW, THEREFORE, the Parties agree to enter into this Guarantee Framework Agreement (“Agreement”), which shall be governed by the following clauses and conditions:
REGISTRATION RIGHTS AGREEMENT by and among Cnova N.V., and the SHAREHOLDERS party heretoRegistration Rights Agreement • March 31st, 2015 • Cnova N.V. • Retail-catalog & mail-order houses • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of November 25, 2014, is by and among Cnova N.V., a public company (naamloze vennootschap) organized under the laws of the Netherlands (the “Company”), Casino Guichard-Perrachon, a company organized under the laws of France (“CGP”), Almanaces Éxito S.A., a company organized under the laws of Colombia (“Exito”) and Marneylectro B.V., a private company (besloten vennootschap) organized under the laws of the Netherlands (“Dutch BV”).
Casino, Guichard-Perrachon S.A., Companhia Brasileira de Distribuição, Via Varejo S.A., Nova Pontocom Comércio Eletrônico S.A., Bruxelas Empreendimentos e Participações S.A., AND Cnova N.V.Framework and Ipo Agreement • July 14th, 2014 • Cnova N.V. • Retail-catalog & mail-order houses
Commercial Partnership Agreement COMMERCIAL PARTNERSHIP AGREEMENTCommercial Partnership Agreement • July 14th, 2014 • Cnova N.V. • Retail-catalog & mail-order houses
DCF has a recognized business activity in general food products and as such supplies many stores under the Casino banner. DCF has acquired a certain competency in the sales of products it provides either itself or by listed suppliers and is able to provide specific services as a result of its experience in the management and sales of such products that allow it to offer its customers competitive rate conditions and high performance service.
INDEMNIFICATION AGREEMENT NOVA PONTOCOM COMÉRCIO ELETRÔNICO S.A. CNOVA COMÉRCIO ELETRÔNICO S.A. July 21, 2014Indemnification Agreement • August 12th, 2014 • Cnova N.V. • Retail-catalog & mail-order houses
NPC and Nova OpCo are hereinafter jointly referred to as “Parties” and each of them is individually and indistinctively referred to as “Party”.
TO THE COMMERCIAL PARTNERSHIP AGREEMENTCommercial Partnership Agreement • July 22nd, 2016 • Cnova N.V. • Retail-catalog & mail-order houses
CDISCOUNT, Société Anonyme with capital of 5,631,441.34 euros, with head office situated at 120-126 Quai de Bacalan - 33000 Bordeaux, registered with the trade and companies register in BORDEAUX under number 424 059 822,
ContractTrademark License Agreement • August 12th, 2014 • Cnova N.V. • Retail-catalog & mail-order houses
TRADEMARK LICENSE AGREEMENT This Agreement is made by and between CONTRATO DE LICENÇA DE MARCA O presente Contrato é celebrado entre as partes
TAB AGREEMENTTab Agreement • July 22nd, 2016 • Cnova N.V. • Retail-catalog & mail-order houses
CDISCOUNT, a société anonyme incorporated under French law with a share capital of EUR 5,162,154.62 and with registered office at 120-126 Quai de Bacalan 33000 BORDEAUX, entered in the BORDEAUX Trade and Companies Register under number 424 059 822, represented by Mr Emmanuel GRENIER, duly authorised to enter into this contract,
MANAGEMENT UNDERTAKINGS AGREEMENT GERMAN PASQUALE QUIROGA VILARDO EDUARDO KHAIR CHALITA NOVA PONTOCOM COMÉRCIO ELETRÔNICO S.A. CNOVA COMÉRCIO ELETRÔNICO S.A. CNOVA N.V. July 23rd, 2014Management Undertakings Agreement • August 12th, 2014 • Cnova N.V. • Retail-catalog & mail-order houses
The Executives, NPC, Nova OpCo and Cnova are hereinafter jointly referred to as “Parties”, and each of them is individually and indistinctively referred to as “Party”.
Commercial Partnership Agreement COMMERCIAL PARTNERSHIP AGREEMENTCommercial Partnership Agreement • October 29th, 2014 • Cnova N.V. • Retail-catalog & mail-order houses
EMC is the French buying centre of the Casino group, responsible, on behalf of certain French subsidiaries of such group, for negotiating with manufacturers the conditions for the procurement of both food and non-food products.
CONTRIBUTION AGREEMENT among Cnova N.V. Casino, Guichard-Perrachon S.A. Almacenes Éxito S.A. and Jaïpur Financial Markets B.V. Dated as of 24 July 2014Contribution Agreement • August 12th, 2014 • Cnova N.V. • Retail-catalog & mail-order houses
activities, pursuant to a Framework and IPO Agreement originally entered into by and among CGP, Companhia Brasileira de Distribuição, Via Varejo S.A., Nova Pontocom Comércio Eletrônico S.A. and Nova OpCo as of 11 July 2014 and by the Company on the date hereof, and which CE and Exito joined, in accordance with its terms (the “Framework and IPO Agreement”).
FIRST AMENDMENT TO THE OPERATIONAL AGREEMENT COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO VIA VAREJO S.A. CNOVA COMÉRCIO ELETRÔNICO S.A. CNOVA N.V. NOVA PONTOCOM COMÉRCIO ELETRÔNICO S.A. July 24, 2014Operational Agreement • August 12th, 2014 • Cnova N.V. • Retail-catalog & mail-order houses
By this First Amendment dated as of July 24, 2014 to the Operational Agreement dated October 17, 2013, among Nova Pontocom Comércio Eletrônico S.A., Via Varejo S.A. and Companhia Brasileira de Distribuição (“Operational Agreement”), the Parties:
REAL PROPERTY SUBLEASE AGREEMENT FOR BUSINESS PURPOSES AND OTHER COVENANTSReal Property Sublease Agreement • June 4th, 2014 • Cnova N.V.
On the one hand, as SUBLESSOR LESSEE, CASA BAHIA CONTACT CENTER LTDA, headquartered at Rua da Graça, no. 873 - Bom Retiro, São Paulo CEP 01125-000, enrolled with CNPJ/MF [National Roll of Legal Entities/ Ministry of Finance] 08.098.056/0002-13, herein by its undersigned legal representative hereafter simply referred to as SUBLESSOR;
SPECIAL VOTING AGREEMENT between Cnova N.V. Stichting Cnova Special Voting Shares Casino, Guichard-Perrachon S.A. Companhia Brasileira de Distribuição S.A. Via Varejo S.A. Almacenes Éxito S.A. and the Brazilian Managers in the presence and...Special Voting Agreement • October 21st, 2014 • Cnova N.V. • Retail-catalog & mail-order houses
The Company, the Voting Depository, CGP, CBD, VV, Exito, the Brazilian Managers, Dutch HoldCo, Lux HoldCo and Nova hereinafter jointly referred to as the “Parties” and each of them as a “Party”
LOAN AGREEMENTLoan Agreement • June 4th, 2014 • Cnova N.V.
Special terms and conditions entered into between BCA and Cdiscount within the framework of the “Bank card payment in 4 instalments” by BCASpecial Terms and Conditions • June 4th, 2014 • Cnova N.V.
BANQUE DU GROUPE CASINO, a public limited company incorporated under French law with capital of €23,470,000, whose registered office is at 6 avenue de Provence, 75009 Paris, listed on the Paris Trade & Companies Register under number 434 130 423, represented by Mrs Catherine Vidal as Chairwoman, duly authorised for the purpose hereof;
AMENDMENT No 3 to Commercial Agreement of 20 December 2012 regarding "4xCB Payment" ServiceCommercial Agreement • July 22nd, 2016 • Cnova N.V. • Retail-catalog & mail-order houses
LOGISTICS SERVICE AGREEMENTLogistics Service Agreement • June 4th, 2014 • Cnova N.V.
EASYDIS, a French simplified joint-stock company [Société par Actions Simplifiée] with capital of €960,000, whose registered address is located at 1 Esplanade de France, 42008 SAINT ETIENNE, registered with the Trade and Companies Register of SAINT ETIENNE under the number 383 123 874,
AMENDMENT TO THE LOGISTICS SERVICE AGREEMENT FOR P30 PRODUCTS TERMLogistics Service Agreement • June 4th, 2014 • Cnova N.V.
EASYDIS, a French simplified joint-stock company [Société par Actions Simplifiée] whose registered address is located at 1 Esplanade de France, 42000 SAINT ETIENNE, registered with the Trade and Companies Register of SAINT ETIENNE under the number 383 123 874,
AMENDMENT No. 4 to Commercial Agreement of 30 December 2011Commercial Agreement • July 22nd, 2016 • Cnova N.V. • Retail-catalog & mail-order houses
Rider to the Agreement Includes P30 CDISCOUNTRider to Agreement • June 4th, 2014 • Cnova N.V.
The company CDISCOUNT SA, whose registered office is located at 120-126 Quai de Bacalan, 33000 Bordeaux, registered with the trade and companies register of Bordeaux under number 424 059 822,
Commercial Partnership Agreement PURCHASE AGREEMENTPurchase Agreement • June 4th, 2014 • Cnova N.V.
EMC is the French buying centre of the Casino group, responsible, on behalf of certain French subsidiaries of such group, for negotiating with manufacturers the conditions for the procurement of both food and non-food products.
OPERATIONAL SERVICES AGREEMENTOperational Services Agreement • July 22nd, 2016 • Cnova N.V. • Retail-catalog & mail-order houses
Almacenes Exito S.A., a corporation organized and existing under the laws of the Republic of Colombia, with its principal place of business at Carrera 48 No. 32B Sur 139, Envigado, Antioquia, Colombia ("Exito"), represented by Carlos Mario Diez Gómez, of legal age, identified as announced with his signature, acting as Retail Vice-President of Exito, on the one part, and
TRADEMARK LICENSING AGREEMENTTrademark Licensing Agreement • June 4th, 2014 • Cnova N.V.
CASINO-GUICHARD, PERRACHON, public company with share capital of €173,051,921.43, registered in the Trade and Companies Register of Saint Etienne under No. 554 501 171, having its registered office at 1 Esplanade de France in SAINT ETIENNE (42000),
RIDER TO THE CONTRACT FOR LOGISTICS SERVICESLogistics Services Agreement • March 31st, 2015 • Cnova N.V. • Retail-catalog & mail-order houses
EASYDIS, Société par Actions Simplifiée (a simplified joint-stock company), the head offices of which are located at 1 Esplanade de France 42000 SAINT ETIENNE, registered in the Business and Companies Registry of SAINT ETIENNE under number 383 123 874,
AMENDMENT No. 1 TO COMMERCIAL PARTNERSHIP AGREEMENTCommercial Partnership Agreement • July 22nd, 2016 • Cnova N.V. • Retail-catalog & mail-order houses
CDISCOUNT, Société Anonyme with capital of 162,154.62 Euro, with head office situated at 120-126 Quai de Bacalan - 33000 Bordeaux, registered with the Commercial and Companies Register in Bordeaux under number 424 059 822, represented by Mr. Emmanuel GRENIER, acting as Chief Executive Officer, duly authorised for the purposes hereof,
COMMERCIAL LEASE FOR A GOODS STORAGE WAREHOUSE - between - Goodman Saint Mard 1 Logistics (France) - as Lessor - -and- Cdiscount - as Lessee - - regarding - The warehouse and its ancillary premises located at Saint Mard (77 230) ZAC de la Fontaine du...Commercial Lease • July 22nd, 2016 • Cnova N.V. • Retail-catalog & mail-order houses
This lease must be read together with the Special Conditions below, which are an integral part hereof. In the event of conflict between the Special Conditions and the General Conditions set out below in Part II, the Special Conditions shall prevail.
CONTRACT FOR USE OF THE “CDISCOUNT” BRAND NAMEContract for Use of Brand Name • July 22nd, 2016 • Cnova N.V. • Retail-catalog & mail-order houses
CDISCOUNT, a société anonyme incorporated under French law with a share capital of EUR 5,162,154.62 and with registered office at 120-126 Quai de Bacalan - 33000 Bordeaux, entered in the Bordeaux Trade and Companies Register under number 424 059 822,
SHARE TRANSFER AGREEMENTShare Transfer Agreement • July 22nd, 2016 • Cnova N.V. • Retail-catalog & mail-order houses
CDISCOUNT GROUP (formerly called Casino Entreprise), a société par actions simplifiée (simplified company limited by shares) with a share capital of 166,931,225 euros and with registered office at 1 Esplanade de France, 42000 Saint-Etienne, entered on the Saint-Etienne Trade and Companies Register under number 422 919 548 ("Cdiscount Group"), duly represented for the purposes hereof by Emmanuel Grenier,
DEVELOPMENT AND TECHNICAL MANAGEMENT CONTRACT FOR AN ONLINE SALES PLATFORM between CDISCOUNT S.A. And GO SPORT FRANCEDevelopment and Technical Management Contract • June 4th, 2014 • Cnova N.V.
CDiscount, a limited liability company (SA) with share capital of €5,162,154.62 with registered head office at 4-6 Cours de l’Intendance, 33000 Bordeaux, France, registered in the Bordeaux Trade and Companies Register under 424 059 822, represented by Anil Benard-Dendé, duly empowered for the purposes of this Contract in his capacity of B2B development director, hereafter referred to as “CDiscount” or the “Service Provider”, and
CONTRACT ON LOAN FOR USE AND OTHER AGREEMENTSLoan Agreement • March 31st, 2015 • Cnova N.V. • Retail-catalog & mail-order houses
The GRANTING LENDER, VIA VAREJO S.A., a stock corporation located in the city and district of São Caetano do Sul, at Rua João Pessoa, no 83, Bairro Centro, CEP [Postal Code]: 09520-010, registered with the Corporate Taxpayer Registration of the Ministry of Finance (Cadastro Nacional da Pessoa Jurídica do Ministério da Fazenda, CNPJ/MF) under No. 33.041.260/0652-90, hereby duly represented in accordance with its Statutes, hereinafter referred to simply as the “LENDER”;
