StoneCo Ltd. Class A common shares, par value US$0.000079365 per share Underwriting AgreementUnderwriting Agreement • October 22nd, 2018 • StoneCo Ltd. • Services-computer processing & data preparation • New York
StoneCo Ltd., an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [●] Class A common shares, par value US$0.000079365 per share of the Company (the “Class A Common Shares”) to be issued and sold by the Company (the “Company Firm Shares”), and subject to the terms and conditions stated in this Agreement, the shareholders of the Company named in Schedule II hereto (the “Selling Shareholders”) propose to sell to the Underwriters an aggregate of, at the election of the Underwriters, up to [●] Class A Common Shares to be sold by the Selling Shareholders (the “Selling Shareholder Firm Shares” and, together with the Company Firm Shares, the “Firm Shares”) and, at the election of the Underwriters, up to an aggregate of 7,159,091 additional Class A
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 1st, 2019 • StoneCo Ltd. • Services-computer processing & data preparation • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of October 29, 2018 (this “Agreement”), is by and between StoneCo Ltd., an exempted company formed under the laws of the Cayman Islands (the “Company”), Cakubran Holdings Ltd., HR Holdings, LLC and VCK Investment Fund Limited SAC (the “Founding Shareholders”), Madrone Partners L.P. (the “Institutional Shareholder”) and the Persons listed on Schedule 1 hereto (the “Management Shareholders”).
Underwriting AgreementStoneCo Ltd. • August 17th, 2020 • Services-computer processing & data preparation • New York
StoneCo Ltd., an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 27,375,000 Class A common shares, par value US$0.000079365 per share of the Company (the “Class A Common Shares”) to be issued and sold by the Company (the “Firm Shares”) and, at the election of the Underwriters, up to an aggregate of 4,106,250 additional Class A Common Shares (the “Optional Shares” and, together with the Firm Shares, the “Shares”).
SECOND AMENDMENT TO THE ASSOCIATION AGREEMENT AND OTHER COVENANTS between LINX S.A. and STNE PARTICIPAÇÕES S.A. and STONECO LTD. DLP CAPITAL LLC DLPPAR PARTICIPAÇÕES S.A. NÉRCIO JOSÉ MONTEIRO FERNANDES ALBERTO MENACHE ALON DAYAN October 2, 2020The Association Agreement • October 2nd, 2020 • StoneCo Ltd. • Services-computer processing & data preparation
NOW, THEREFORE, the Parties have decided to enter into this Amendment to the Association Agreement and Other Covenants (“Amendment”), which shall be governed by the following terms and conditions:
JOINT FILING AGREEMENTJoint Filing Agreement • October 15th, 2020 • StoneCo Ltd. • Services-computer processing & data preparation
This Joint Filing Agreement shall be filed as an Exhibit to such Statement. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.
To Mr. Alberto Menache Ref.: Amendment to the Engagement Proposal of Mr. Alberto Menache to Stone Group Dear Sir,StoneCo Ltd. • September 2nd, 2020 • Services-computer processing & data preparation
We make reference to (i) the Association Agreement and Other Covenants entered into by and between Linx Shareholders, StoneCo Ltd, DLP Capital LLC, DLPPAR Participações S.A., and, further, as intervening parties, Linx S.A. (“Linx”) and STNE Participações S.A. (“STNE”), on August 11, 2020, by means of which the signatories agreed on the main terms and conditions for Linx’s business combination with STNE ("Transaction"), and (ii) the offer sent by STNE to you (“Senior Advisor”, and jointly with STNE, the “Parties”) on August 11, 2020, accepted on the same date, regarding the engagement for the position of Senior Advisor of STNE or of any of its controlled companies, including Linx, upon closing of the Transaction (“Controlled Companies” and, jointly with STNE, generically referred to as the “Stone Group”).
SHAREHOLDERS AGREEMENT dated as of October 29, 2018 among STONECO LTD. and CERTAIN SHAREHOLDERS OF STONECO LTD.Shareholders Agreement • April 1st, 2019 • StoneCo Ltd. • Services-computer processing & data preparation
This SHAREHOLDERS AGREEMENT (as the same may be amended from time to time in accordance with its terms, the “Agreement”) is entered into as of October 29, 2018, by and among StoneCo Ltd., an exempted company formed under the laws of the Cayman Islands (the “Company”), and each Shareholder whose name appears on the signature pages hereto.
ASSOCIATION AGREEMENT AND OTHER COVENANTSAssociation Agreement and Other Covenants • August 12th, 2020 • StoneCo Ltd. • Services-computer processing & data preparation
Doutora Ruth Cardoso, No. 7221, Suite 701, Block A, Room 1, Edifício Birmann 21, CEP 05425-902 (“Alon” and, jointly with Nércio and Alberto, “Linx Shareholders”);
To Board of Directors of Linx S.A. Avenida Doutora Ruth Cardoso, nº 7221, Cj. 701, Bl. A, sala 1, Edifício Birmann 21 São Paulo/SP CEP 05425-902 With copy to All Parties of the Association Agreement Via E-mail Ref.: Association Agreement – Official...StoneCo Ltd. • October 29th, 2020 • Services-computer processing & data preparation
We make reference to your request for STNE Participações S.A. to adopt a position in relation to the Ofício 908/2020-SLS ("Official Letter") through which B3 S.A. - Brasil, Bolsa, Balcão (“B3”) requested Linx to take the pertinent measures, by 10.30.20, so that its shareholders may decide on the waiver of STNE's adhesion to the Novo Mercado segment without the imposition of the penalty provided for in section 8.1(iv) of the Association and Other Covenants Agreement, entered into on August 11, 2020, as amended ("Association Agreement"). The capitalized terms herein that are not defined herein shall have the meaning ascribed to them in the Association Agreement.
AGREEMENT FOR PARTICIPATION OF ACCREDITING ENTITYAgreement • April 29th, 2020 • StoneCo Ltd. • Services-computer processing & data preparation
This Agreement for Participation of the Accreditation Agent in Elo Payment Arrangements ("Agreement") is entered into by and between:
SUPPLY AGREEMENTConfidential Treatment • September 21st, 2018 • StoneCo Ltd. • Services-computer processing & data preparation
PAX, Transire and Stone shall hereinafter be collectively referred to as “Parties” and individually as “Party”, and PAX and Transire shall hereinafter be collectively referred to as “Contractors”.
PRIVATE LOAN AGREEMENT AND OTHER COVENANTSPrivate Loan Agreement and Other Covenants • September 21st, 2018 • StoneCo Ltd. • Services-computer processing & data preparation
DLP PAGAMENTOS BRASIL S.A., a publicly-held company, headquartered in the City of São Paulo, State of São Paulo, at Rua Fidêncio Ramos, 308, 11th floor, suite 112, Vila Olímpia, CEP 04551-010, enrolled with the National Roll of Legal Entities of the Ministry of Finance (CNPJ/MF) under No. 16.575.851/0001-00, herein represented pursuant to its Bylaws, hereinafter simply referred to as “Lender”;
FIRST AMENDMENT TO THE SHAREHOLDERS’ AGREEMENT entered into by and among HR HOLDINGS LLC VCK INVESTMENT FUND LIMITED SAC A CAKUBRAN HOLDINGS LTD. and STONECO LTD. Dated April 23, 2024Shareholders Agreement • April 24th, 2024 • StoneCo Ltd. • Services-computer processing & data preparation
This First Amendment to the Shareholders’ Agreement (“First Amendment”) is entered into by and between the parties below (individually referred to herein as “Party” and, jointly, as “Parties”):
On the one side: The Contributor, as described in Schedule A On the other side: StoneCo Ltd. CONTRIBUTION AGREEMENTContribution Agreement • March 29th, 2019 • StoneCo Ltd. • Services-computer processing & data preparation
Underwriting AgreementUnderwriting Agreement • April 1st, 2019 • StoneCo Ltd. • Services-computer processing & data preparation • New York
The shareholders named in Schedule II hereto (the “Selling Shareholders”) propose, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [·] Class A common shares (the “Firm Shares”), par value US$0.000079365 per share (the “Class A Common Shares”) of StoneCo Ltd., an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”), and, at the election of the Underwriters, up to an aggregate of [·] additional Class A Common Shares (the “Optional Shares” and, together with the Firm Shares, the “Shares”).
PRIVATE LOAN AGREEMENT AND OTHER COVENANTSPrivate Loan Agreement and Other Covenants • September 21st, 2018 • StoneCo Ltd. • Services-computer processing & data preparation
STONE PAGAMENTOS S.A., a publicly-held company, headquartered in the City of São Paulo, State of São Paulo, at Rua Fidêncio Ramos, no. 308, conjunto 102, São Paulo - SP, CEP 04551-010, enrolled with the National Roll of Legal Entities of the Ministry of Finance (CNPJ/MF) under No. 16.501.555/0001-57, duly registered with the Board of Trade of the State of São Paulo (“JUCESP”) under NIRE 35.3.0043932-5, herein represented pursuant to its Bylaws, hereinafter simply referred to as “Lender”;
StoneCo Ltd. and [Name of Indemnitee] INDEMNITY AGREEMENTIndemnity Agreement • September 21st, 2018 • StoneCo Ltd. • Services-computer processing & data preparation
