Vasta Platform Limited Class A Common Shares, par value US$0.00005 per share Underwriting AgreementUnderwriting Agreement • July 23rd, 2020 • Vasta Platform LTD • Services-educational services • New York
Vasta Platform Limited, an exempted company incorporated under the laws of the Cayman Islands, with limited liability, having its registered office at Ugland House, PO Box 309, South Church Street, George Town, KY1-1104, Cayman Islands (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), 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 [•] Class A common shares, par value US$0.00005 per share (the “Class A Common Shares”), of the Company (the “Firm Shares”) and, at the election of the Underwriters, up to [•] additional Class A Common Shares of the Company (the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.” The Class A Common Shares to be outstanding after giving effect to the sale
COPYRIGHT LICENSE AGREEMENT AND OTHER COVENANTSCopyright License Agreement • July 6th, 2020 • Vasta Platform LTD • Services-educational services
EDITORA E DISTRIBUIDORA EDUCACIONAL S.A., a corporation with its principal place of business in the city of Belo Horizonte, State of Minas Gerais, at Avenida Prudente de Morais, No. 1602, Suite 101, Cidade Jardim district, postal code (CEP) 30.380-000, enrolled with the National Corporate Taxpayer Register (CNPJ/MF) under No. 38.733.648/0014-64, hereinafter referred to as LICENSOR;
TRADEMARK USE LICENSE AGREEMENTTrademark Use License Agreement • July 6th, 2020 • Vasta Platform LTD • Services-educational services
EDITORA E DISTRIBUIDORA EDUCACIONAL S/A., a closely-held corporation with its principal place of business at Rua Santa Madalena Sofia, No. 2, 3rd floor, Vila Paris, Postal Code 30.380-650, in the municipality of Belo Horizonte, State of Minas Gerais, enrolled with the National Corporate Taxpayers Register of the Ministry of Finance (CNPJ/MF) under No. 38.733.648/0001-40, herein represented in the form of its By-Laws, hereinafter referred to as LICENSOR; and
COMMERCIAL PROPERTY LEASE AGREEMENTCommercial Property Lease Agreement • July 6th, 2020 • Vasta Platform LTD • Services-educational services
LESSOR: SAN MICHELE EMPREENDIMENTOS COMERCIAIS LTDA., a limited business company enrolled with the National Corporate Taxpayers’ Register of the Ministry of Finance under No. 04.640.541/0001-35, with its principal place of business in the city of São Paulo, state of São Paulo, at Rua da Consolação 348, suite 161, Downtown, Postal Code 01302-000, herein represented pursuant to its articles of association, hereinafter referred to as “LESSOR”, and
DISTRIBUTION AGREEMENTDistribution Agreement • July 6th, 2020 • Vasta Platform LTD • Services-educational services
the PUBLISHING HOUSE and the DISTRIBUTOR are hereinafter jointly referred to as “Parties” and individually and indistinctly as “Party”.
INDEMNITY AGREEMENTIndemnity Agreement • July 6th, 2020 • Vasta Platform LTD • Services-educational services
NOW, THEREFORE, the Parties resolve to execute this Agreement, which shall be governed by the following clauses and conditions:
FIRST AMENDMENT TO THE TRADEMARK USE LICENSE AGREEMENTTrademark Use License Agreement • June 11th, 2020 • Vasta Platform LTD • Services-educational services
EDITORA E DISTRIBUIDORA EDUCACIONAL S.A., a closely-held corporation with its principal place of business at Rua Santa Madalena Sofia, No. 25, 3rd floor, Vila Paris, Postal Code 30.380-650, in the City of Belo Horizonte, State of Minas Gerais, enrolled with the National Corporate Taxpayers Register of the Ministry of Economy (CNPJ/ME) under No. 38.733.648/0001-40, herein represented in the form of its By-Laws, hereinafter referred to as LICENSOR; and
PRIVATE INSTRUMENT OF PROPERTY SUBLEASE AGREEMENT FOR NON-RESIDENTIAL PURPOSESProperty Management & Real Estate • June 11th, 2020 • Vasta Platform LTD • Services-educational services
By this Private Instrument of Property Sublease Agreement for Non-Residential Purposes ("Agreement") and in the best form of the law,
EDUCATIONAL SOLUTIONS SUPPLY AGREEMENT AND OTHER COVENANTSEducational Solutions Supply Agreement • July 6th, 2020 • Vasta Platform LTD • Services-educational services
WHEREAS the CONTRACTOR has experience in providing educational solutions, consisting of printed and/or digital textbooks and literature, teaching systems and digital tools;
INDEMNITY AGREEMENTIndemnity Agreement • July 6th, 2020 • Vasta Platform LTD • Services-educational services
TRADEMARK ASSIGNMENT AGREEMENTTrademark Assignment Agreement • June 11th, 2020 • Vasta Platform LTD • Services-educational services
EDITORA E DISTRIBUIDORA EDUCACIONAL S/A, a closely-held corporation with its principal place of business at Rua Santa Madalena Sofia, No. 2, 3rd floor, Vila Paris, Postal Code 30.380-650, in the municipality of Belo Horizonte, State of Minas Gerais, enrolled with the National Corporate Taxpayers Register of the Ministry of Finance (CNPJ/MF) under No. 38.733.648/0001-40, herein represented in the form of its By-Laws by Mario Ghio Junior, bearer of Identity Card RG No.[***], enrolled with the Individual Taxpayer Registry of the Ministry of Finance (CPF/MF) under No. [***] and Cesar Augusto Silva, bearer of Identity Card RG No. [***] enrolled with the CPF/MF under No. [***], hereinafter referred to as ASSIGNOR; and
PRIVATE INSTRUMENT OF PROPERTY SUBLEASE AGREEMENT FOR NON-RESIDENTIAL PURPOSESSublease Agreement • July 6th, 2020 • Vasta Platform LTD • Services-educational services
By this Private Instrument of Property Sublease Agreement for Non-Residential Purposes (“Agreement”) and in the best form of the law,
TRADEMARK ASSIGNMENT AGREEMENTTrademark Assignment Agreement • July 6th, 2020 • Vasta Platform LTD • Services-educational services
EDITORA E DISTRIBUIDORA EDUCACIONAL S/A, a closely-held corporation with its principal place of business at Rua Santa Madalena Sofia, No. 2, 3rd floor, Vila Paris, Postal Code 30.380-650, in the municipality of Belo Horizonte, State of Minas Gerais, enrolled with the National Corporate Taxpayers Register of the Ministry of Finance (CNPJ/MF) under No. 38.733.648/0001-40, herein represented in the form of its By-Laws by Mario Ghio Junior, bearer of Identity Card RG No. [****], enrolled with the Individual Taxpayer Registry of the Ministry of Finance (CPF/MF) under No. [****] and Cesar Augusto Silva, bearer of Identity Card RG No. [****] enrolled with the CPF/MF under No. [****], hereinafter referred to as ASSIGNOR; and
FIRST AMENDMENT TO THE TRADEMARK USE LICENSE AGREEMENTTrademark Use License Agreement • July 6th, 2020 • Vasta Platform LTD • Services-educational services
EDITORA E DISTRIBUIDORA EDUCACIONAL S.A., a closely-held corporation with its principal place of business at Rua Santa Madalena Sofia, No. 25, 3rd floor, Vila Paris, Postal Code 30.380-650, in the City of Belo Horizonte, State of Minas Gerais, enrolled with the National Corporate Taxpayers Register of the Ministry of Economy (CNPJ/ME) under No. 38.733.648/0001-40, herein represented in the form of its By-Laws, hereinafter referred to as LICENSOR; and
INDEMNITY AGREEMENTIndemnity Agreement • June 11th, 2020 • Vasta Platform LTD • Services-educational services
NOW, THEREFORE, the Parties resolve to execute this Agreement, which shall be governed by the following clauses and conditions:
FIRST AMENDMENT TO THE COST SHARING AGREEMENTCost Sharing Agreement • July 6th, 2020 • Vasta Platform LTD • Services-educational services
Cogna Educação S.A., a company with its principal place of business in the City of Belo Horizonte, State of Minas Gerais, at Rua Santa Madalena Sofia, No. 25, 4th floor, Suite 01, Vila Paris District, Postal Code 30380-650, enrolled with the National Corporate Taxpayer Register (CNPJ/ME) under No. 02.800.026/0001-40, with its articles of incorporation filed with the Commercial Registry of the State of Minas Gerais (“JUCEMG”), under company registration (NIRE) No. 31300025187, herein represented in accordance with its bylaws (“Cogna”);
