9TH AMENDMENT TO THE EQUIPMENT SUPPLY AGREEMENTEntered into on June 26, 2014.
Exhibit 4.4
REDACTED COPY
Certain identified confidential information has been redacted from this exhibit because both (i) it is customarily and actually treated as private or confidential and (ii) it is not material.
Confidential portions of this Exhibit are designated by [*****].
Agreement No. ADT:03458/20
9TH AMENDMENT TO THE EQUIPMENT SUPPLY AGREEMENT Entered into on June 26, 2014. |
NET+PHONE TELECOMUNICAÇÕES LTDA., limited liability company, headquartered at Xxxxxxx Xxxxxxx xx Xxx, Xx. 0.000, Xxxxx X, Xxxxxxxxx Superior, Parte A, City of São Xxxxxxxx do Xxxxx, State of São Paulo, enrolled with the National Corporate Taxpayers’ Registry of the Ministry of Finance (“CNPJ/MF”) under No. 06.066.832/0001-97, herein represented pursuant to its Bylaws, hereinafter referred to as “CLIENT 1”;
PAGSEGURO INTERNET S.A., corporation, headquartered at Xxxxxxx Xxxxxxxxxx Xxxxx Xxxx, 0000, 4th floor, Parte A, City of São Paulo, State of São Paulo, enrolled with CNPJ/MF under No. 08.561.701/0001-01, herein represented pursuant to its Bylaws, hereinafter simply referred to as “CLIENT 2”, and jointly with CLIENT 1, as “CLIENTS”;
PAX BR COMÉRCIO E SERVIÇOS DE EQUIPAMENTOS DE INFORMÁTICA LTDA. (current corporate name of PAX BR COMÉRCIO E SERVIÇOS LTDA.) limited liability company, headquartered at Xxx Xxxxx Xxxxxx, Xx. 000, Xxxxx X, Xxxx of Cotia, State of São Paulo, Postal Code 06.715-865, enrolled with CNPJ/MF under No. 11.603.135/0001-68, herein represented pursuant to its Articles of Incorporation, hereinafter simply referred to as “PAX”; and
TRANSIRE FABRICAÇÃO DE COMPONENTES ELETRÔNICOS LTDA., limited liability corporation, headquartered at Xxxxxxx Xxxxxxxx Xxxxx Xxxxxxxxx, Xx. 0.000, Xxxx of Manaus, State of Amazonas, Postal Code 69.075-830, enrolled with CNPJ/MF under No. 21.785.364/0001-02, herein represented pursuant to its Articles of Incorporation, hereinafter referred to simply as “TRANSIRE”.
CLIENT 1, CLIENT 2, PAX and TRANSIRE are hereinafter jointly referred to as “Parties”, and individually as “Party”.
WHEREAS:
(i)The Parties hereby execute the Equipment Supply Agreement (“Agreement”) as of June 26, 2014, with subsequent amendments on October 21, 2014, July 3, 2015, October 8, 2015, May 20, 2016, December 9, 2016, February 6, 2017, August 25, 2017, and November 5, 2019;
(ii)The Parties wish to include the company TEC TOY S.A. as a party to the Agreement; and
(iii)The Parties wish to include the business conditions to supply Spare Parts.
The Parties hereby have decided to enter into this 9th Amendment to the Equipment Supply Agreement (“Amendment”), pursuant to the following terms and conditions:
1. AMENDMENTS
1.1. The Parties have mutually agreed to include, as from October 1st, 2020, the company TEC TOY S.A. as a contracted party to the Agreement, and the preamble of the Agreement shall be effective with the following wording:
“NET+PHONE TELECOMUNICAÇÕES LTDA., limited liability company, headquartered at Xxxxxxx Xxxxxxx xx Xxx, Xx. 0.000, Xxxxx X, Xxxxxxxxx Superior, Parte A, City of São Xxxxxxxx do Xxxxx, State of São Paulo, enrolled with the National Corporate Taxpayers’ Registry of the Ministry of Finance (“CNPJ/MF”) under No. 06.066.832/0001-97, herein represented pursuant to its Bylaws, hereinafter referred to as “CLIENT 1”;
Agreement No. ADT:03458/20
PAGSEGURO INTERNET S.A., corporation, headquartered at Xxxxxxx Xxxxxxxxxx Xxxxx Xxxx, 0000, 4th floor, Parte A, City of São Paulo, State of São Paulo, enrolled with CNPJ/MF under No. 08.561.701/0001-01, herein represented pursuant to its Bylaws, hereinafter simply referred to as “CLIENT 2”, and jointly with CLIENT 1, as “CLIENTS”;
PAX BR COMÉRCIO E SERVIÇOS DE EQUIPAMENTOS DE INFORMÁTICA LTDA.,limited liability company, headquartered at Xxx Xxxxx Xxxxxx, Xx. 000, Xxxxx X, Xxxx of Cotia, State of São Paulo, Postal Code 06.715-865, enrolled with CNPJ/MF under No. 11.603.135/0001-68, herein represented pursuant to its Articles of Incorporation, hereinafter simply referred to as “PAX”;
TRANSIRE FABRICAÇÃO DE COMPONENTES ELETRÔNICOS LTDA., limited liability corporation, headquartered at Xxxxxxx Xxxxxxxx Xxxxx Xxxxxxxxx, Xx. 0.000, Xxxx of Manaus, State of Amazonas, Postal Code 69.075-830, enrolled with CNPJ/MF under No. 21.785.364/0001-02, herein represented pursuant to its Articles of Incorporation, hereinafter referred to simply as “TRANSIRE;
TEC TOY S.A., corporation, headquartered at Xxxxxxx Xxxxxx, 0000, Xxxxxxxx Xxxxxxxxxx X, Xxxx of Manaus, State of Amazonas, Postal Code 69075-000, enrolled with CNPJ/MF under No. 22.770.366/0001-82, with branch at Xxx Xxxxx Xxxxxx, 000, Xxxxx X, Xxxxxx Xxxxxxxxxx Xxx Xxxx, Xxxx of Cotia, State of São Paulo, Postal Code 06715-865, enrolled with CNPJ/MF under No. 22.770.366/0006-97, herein represented pursuant to its Articles of Incorporation, hereinafter simply referred to as “TEC TOY”.
CLIENT 1, CLIENT 2, PAX, TRANSIRE and TEC TOY are hereinafter jointly referred to as “Parties”, and individually as “Party”.
1.2. TEC TOY is a partner corporation of the economic group of the companies PAX and TRANSIRE, through Electronic Equipment Supply Agreement executed by them, and TEC TOY herein represents to be aware and that it agrees with the conditions set forth in the Agreement, being liable for its rights and obligations established in such Instrument.
1.3. Due to the above-mentioned inclusion, all references made to the Service Providers in the Agreement, in whichever instance is not specified, it shall be construed as a reference to PAX, TRANSIRE and TEC TOY.
1.4. Therefore, the Parties wish to include, as from October 1, 2020, the business conditions related to the supply of spare parts, which shall become effective according to the chart below:
MODEL | ITEMS | Price | ||||||
D150 | USB Cable | [*****] | ||||||
Back Lid | [*****] | |||||||
D155 | USB Cable | [*****] | ||||||
Back Lid | [*****] | |||||||
D175 | USB Cable | [*****] | ||||||
Power supply for charger | [*****] | |||||||
Back Lid | [*****] | |||||||
Battery | [*****] | |||||||
Power supply for charger | [*****] |
[*****] Confidential information redacted
Agreement No. ADT:03458/20
D190 | USB Cable (Type C) Back Lid | [*****] [*****] | ||||||
X000 | Xxxxxxx Power supply for charger USB Cable Back Lid | [*****] [*****] [*****] [*****] | ||||||
Q92 | Battery Power supply for charger USB Cable (Type C) Upper rubber foot Lower rubber foot Full and assembled coil lid Back Lid | [*****] [*****] [*****] [*****] [*****] [*****] [*****] | ||||||
S920 | Battery Minicradle Power supply for charger USB Cable Upper rubber foot Lower rubber foot Full and assembled coil lid Back Lid | [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] | ||||||
A930 | Battery Power supply for charger USB Cable (Type C) Upper rubber foot Lower rubber foot Full and assembled coil lid Back Lid | [*****] [*****] [*****] [*****] [*****] [*****] [*****] |
1.4.1. Pursuant to the provisions in the Agreement and in compliance with what was established in it, it is hereby agreed that the items under guarantee shall be covered by the suppliers (PAX, TRANSIRE and TEC TOY), without any costs to the CLIENTS.
2. JOINT AND SEVERAL LIABILITY
2.1. PAX, TRANSIRE and TEC TOY hereby acknowledge and undertake the joint and several liability regarding the terms of the Agreement and its legal obligations. Each of such is aware of the entire content of the Agreement and its amendments.
3. RATIFICATION
3.1. The Parties hereby ratify all other terms and conditions of the Agreement, making it clear that the terms and clauses that have not been expressly changed by this Instrument shall remain unchanged and fully effective.
[*****] Confidential information redacted
Agreement No. ADT:03458/20
In witness whereof, the Parties hereby execute this instrument in the electronic form, and such Parties, together with their Witnesses, acknowledge that electronic, digital, and computerized signatures are valid and fully effective, constituting instrument enforceable out-of-court for all legal purposes, even if it such signatures or certifications are not under ICP-Brazil standards, pursuant to the provisions in paragraphs of Article 10 of the Provisional Presidential Decree No. 2,200/2001 in force in Brazil. Therefore, this Agreement, as well as the Proposals, their exhibits and amendments may be executed through such means.
São Paulo, October 1, 2020.
-DocuSigned by: /s/ Xxxxx Xxxxxx Xxxxxxx | -DocuSigned by: /s/ Xxxxx Xxxxxx Schunck | |||||||
-DocuSigned by: /s/ Xxxxxx Bertozzo Xxxxxx | -DocuSigned by: /s/ Xxxxxx Bertozzo Xxxxxx | |||||||
NET+PHONE TELECOMUNICAÇÕES LTDA. | PAGSEGURO INTERNET S.A. |
-DocuSigned by: /s/ Xxxxx Xxxxxx | -DocuSigned by: /s/ Xxxxx Xxxxxxx | |||||||
PAX BR COMÉRCIO E SERVIÇOS DE EQUIPAMENTOS DE INFORMÁTICA LTDA. | TRANSIRE FABRICAÇÃO DE COMPONENTES ELETRÔNICOS LTDA. |
-DocuSigned by: /s/ Xxxxxxx Xxxxxxxxx de Novaes | ||||||||
-DocuSigned by: /s/ Paulo Xxxxxxxx Xxxxxxx | ||||||||
TEC TOY S.A. |
Witnesses:
1. -DocuSigned by: /s/ Xxxxxx Xxxxxx | 2. -DocuSigned by: /s/ Xxxxxxx Xxxxxx Xxxxxxx | |||||||
Name: | Name: | |||||||
CPF: | CPF: |
Completion Certificate | ||||||||
Envelope ID: CAF037FCCC974B22BF2177108E00B5BA | ||||||||
Status: Completed Subject: DocuSign: PAX - ADT3458-20 - 9TH Amendment to the Equipment Supply Agreements (Propost... | ||||||||
Source Envelope: | ||||||||
Document Pages: 4 | Signatures: 10 | Envelope Sent by: | ||||||
Certificate Pages: 9 | Initials: 8 | Fabiana Algaves | ||||||
AutoNav: Enabled | Xx. Xxxxxxxxxx Xxxxx Xxxx, 0.000 | |||||||
Xxxxxxxx ID Stamping: Enabled | SP, SP 01452-002 | |||||||
Time Zone: (UTC-08:00) Pacific Time (US & Canada) | [*****] Endereço IP: | |||||||
[*****] | ||||||||
Record Tracking | ||||||||
Status: Original | Holder: Fabiana Algaves | Location: DocuSign | ||||||
11/10/2020 09:57:58 | [*****] | |||||||
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Paulo Xxxxxxx Xxxxxx xx Xxxxxxxx Xxxx | -DS | Sent: 11/10/2020 10:11:38 | ||||||
[*****]LAWYER UNIVERSO ONLINE SA | Signature adoption: Signature image loaded | Viewed: 11/10/2020 10:16:35 | ||||||
Security Level: E-mail, Account Authentication (None) | Using IP Address: [*****] | Signed: 11/10/2020 10:19:07 | ||||||
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Xxxxx Xxxxxx dos Xxxxxx | Signature adoption: Pre-selected Style IP Address: [*****] | Sent: 11/10/2020 10:19:11 | ||||||
[*****] | Viewed: 11/10/2020 10:25:58 | |||||||
Security Level: E-mail, Account Authentication (None) | Signed: 11/10/2020 10:33:48 | |||||||
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Accepted: 11/10/2020 10:25:58 | ||||||||
ID: [*****] | ||||||||
Xxxxx Xxxxxx Schunck | ||||||||
[*****] Chief Financial Officer | ||||||||
Security Level: E-mail, Account Authentication (None) | -DocuSigned by: | Signature adoption: Pre-selected Style IP Address: | ||||||
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Accepted: 09/12/2018 12:32:08 | ||||||||
ID: [*****] | ||||||||
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Sent: 11/10/2020 10:33:52 | Sent: 11/10/2020 10:33:52 | |||||||
Viewed: 11/10/2020 10:58:39 | Viewed: 11/10/2020 10:35:41 | |||||||
Signed: 11/10/2020 10:58:43 | Signed: 11/10/2020 10:35:54 | |||||||
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Accepted: 11/10/2020 10:35:41 | ||||||||
ID: [*****] |
[*****] Confidential information redacted
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Xxxxxxx Xxxxxx Xxxxxxx | Sent: 11/10/2020 10:33:52 | |||||||
[*****] | -DocuSigned by: | Viewed: 11/10/2020 10:47:37 | ||||||
Security Level: E-mail, Account Authentication (None) | Signed: 11/10/2020 10:48:15 | |||||||
Signature Provider Details: | Signature adoption: Pre-selected Style IP Address: [*****] | |||||||
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Accepted: 08/13/2018 06:54:30 | ||||||||
ID: [*****] | ||||||||
Paulo Xxxxxxxx Xxxxxxx | ||||||||
[*****] HEAD OF CONTROLLERSHIP | - DocuSigned by: | Signature adoption: Pre-selected Style IP Address: [*****] | ||||||
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Accepted: 11/10/2020 10:48:44 | ||||||||
ID: [*****] | ||||||||
Xxxxx Xxxxxxx [*****] | Signature adoption: Pre-selected Style IP Address: [*****]Signed using cellphone | |||||||
Security Level: E-mail, Account Authentication (None) | ||||||||
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Accepted: 11/10/2020 12:54:08 | ||||||||
ID: [*****] | ||||||||
XXXXXX BERTOZZO XXXXXX | Signature adoption: Pre-selected Style IP Address: [*****] | |||||||
[*****]OFFICER UNIVERSO ONLINE LEGAL DEPARTMENT | ||||||||
Security Level: E-mail, Account Authentication (None) | ||||||||
Signature Provider Details: | ||||||||
Signature Type: DS Electronic | ||||||||
Electronic Record and Signature Disclosure: | ||||||||
Not offered via DocuSign | ||||||||
Xxxxx Xxxxxx [*****] | Signature adoption: Pre-selected Style IP Address: [*****]Signed using cellphone | |||||||
Security Level: E-mail, Account Authentication (None) | ||||||||
Signature Provider Details: | ||||||||
Signature Type: DS Electronic | ||||||||
Electronic Record and Signature Disclosure: | ||||||||
Accepted: 08/14/2020 10:54:21 | ||||||||
ID: [*****] | ||||||||
Xxxxxxx Xxxxxxxxx de Novaes | Signature adoption: Pre-selected Style IP Address: [*****]Signed using cellphone | |||||||
[*****] Security Level: E-mail, Account Authentication (None) | ||||||||
Signature Provider Details: | ||||||||
-DocuSigned by: | ||||||||
Signature Type: DS Electronic | ||||||||
- DocuSigned by: |
[*****] Confidential information redacted
Sent: 11/10/2020 10:33:52 | ||||||||
Viewed: 11/10/2020 10:48:44 | ||||||||
Signed: 11/10/2020 10:51:38 | ||||||||
Sent: 11/10/2020 10:33:53 | ||||||||
Viewed: 11/10/2020 12:54:08 | ||||||||
Signed: 11/10/2020 12:54:44 | ||||||||
Sent: 11/10/2020 10:33:52 | ||||||||
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Signed: 11/10/2020 10:36:09 | ||||||||
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Signed: 11/10/2020 10:34:27 | ||||||||
Sent: 11/10/2020 10:33:53 | ||||||||
Resent 11/10/2020 12:18:56 | ||||||||
Viewed: 11/10/2020 12:19:23 | ||||||||
Signed: 11/10/2020 12:20:27 |
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Accepted: 11/10/2020 12:19:23 | ||||||||
ID: [*****] |
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Intermediary Delivery Events | Status | Timestamp | ||||||
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Envelope sent | Hashed/Encrypted | 11/10/2020 10:11:38 | ||||||
Certified delivery | Security checked | 11/10/2020 12:19:23 | ||||||
Signing complete | Security checked | 11/10/2020 12:20:27 | ||||||
Completed | Security checked | 11/10/2020 12:54:44 | ||||||
Payment Events | Status | Timestamp | ||||||
Electronic Record and Signature Disclosure |
[*****] Confidential information redacted
Electronic Record and Signature Disclosure created on: 02/07/2018 05:43:37
Parties agreed to: Xxxxx Xxxxxx dos Xxxxxx, Xxxxx Xxxxxx Xxxxxxx, Xxxxxxx Xxxxxx Xxxxxxx, Paulo Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxxxxx Xxxxx
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