SHARE (QUOTAS) PURCHASE AND SALE AGREEMENT
SHARE
(QUOTAS) PURCHASE AND SALE AGREEMENT
The first
Parties to the agreement shall be hereinafter jointly called as
follows:
CASTROL LLC.,
duly formed in November 12, 2008, with its constitution document under
authentication nº 6962552, granted by the Secretary of the State of Delaware, in
the United States of America (U.S.A.), with registered Office and registered
agent with domicile at Greentree Drive, nr. 160, room 101, Dover, County of
Kent, in the State of Delaware, U.S.A., 19904, being here represented by its
attorney ▇▇.
▇▇▇▇▇▇
CARMAGNANI,
Brazilian, married, entrepreneur, National Identity Card ▇▇▇▇▇▇ ▇▇ nr. 2.256.983
SSP/SP, enrolled in the Brazilian Internal Revenue Service Registration CPF/MF
as nr. ▇▇▇.▇▇▇.▇▇▇-▇▇, with resident and domicile at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ap.
131, Perdizes, in the city of São Paulo, São Paulo State, ZIP code 05009-000
from now on called SELLER or
CASTROL,
and
B&D FOOD
CORP., a corporation located in The United States of America, duly
established pursuant the Laws of the Delaware State, USA, with
headquarters at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇, ▇▇▇, herein represented by its President ▇▇. ▇▇▇▇▇▇
▇▇▇▇▇▇, bearer of Brazilian Passport nº 554471, with residence and
domicile at ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ,▇▇▇▇▇▇▇▇▇, Israel, and by its
Brazilian attorney ▇▇. ▇▇▇▇▇▇ ▇▇▇▇ Feijo, Uruguaian, Divorced, Business
Administrator, wuth National Identity card RNE n# w275.706.-u and
enrolled in the Brazilian Internal Revenue Service –CPF Number 035.336.128-40,
with residence ane domicile at Rua barata Ribeiro ▇▇▇,▇▇▇▇ ,▇▇▇▇ of
Sao Paulo, SP Zip Code 01308-000, hereinafter called BUYER or
B&D.
Whereas CASTROL LLC.
is the controller in the Federative Republic of Brazil (Brazil) of the company
called GLOBAL MILK
BUSINESSES AND ADMINISTRATION OF PRIVATE PROPERTIES LTDA., a limited
liability company, with headquarters at Av. of the Tajurás, 236, City Garden, in
the City of São Paulo, State of São Paulo, ZIP 05670-000, enrolled in the
Brazilian Internal Revenue under CNPJ/MF nº
10.605.431/0001-35, with its Social Contract duly filed in the Chamber of
Commerce of the State of São Paulo - JUCESP under “NIRE” ▇▇.▇▇▇.▇▇▇.▇▇▇
(hereinafter called GLOBAL
MILK).
Whereas the
parties agreed on the purchase and sale of the shares (quotas) accordingly to
the terms established in this Share (Quotas) Purchase and Sale
Agreement.
The
parties agree by mutual covenant to execute this agreement as per the following
clauses:
CHAPTER
I - OBJECT OF THE TRANSACTION
1.1. For
B& D, with qualification above, the object of the transaction will be
acquisition of 60% (sixty percent) of the participation in the social capital of
the GLOBAL
MILK.
2.2. In
this act, B&D
acquires 60% (sixty per cent) of the shares (quotas) representing 60% of the
social capital, owned by CASTROL, for
the amount of R$ 13.000.000, ▇▇ (▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇), that will be paid up to
12/10/2009, as follows:
a) R$
8.000.000, 00 will be for the increasing of capital of GLOBAL MILK
on account and order of CASTROL,
and
b) R$
5.000.000, 00 will be paid to ▇▇▇▇▇▇▇▇’▇
FAMILY (duly identified in the annex document witch is signed by the
Parties and is part and integrate this agreement) or to any part that they
indicate on account and order of CASTROL, as
payment of the non competition
agreement signed between CASTROL and
▇▇▇▇▇▇▇▇’▇
FAMILY, as attached copy.
2.3.
B&D besides the acquisition of the social shares (quotas) owned by CASTROL, will
make a Capital increase of GLOBAL MILK
in the amount of R$ 12.000.000, 00 (twelve million Reais), up to
10/12/2009.
Paragraph: The
Shareholder (quotaholder) B&D will
pay irrevocably by not later than 10/12/2009, the total amount of R$
25,000,000.00 (twenty and five million Reais), as above discriminated, penalty
of losing its acquired shares (quotas).
2.4.
B&D, in
the occasion of its admission as a shareholder (quotaholder) of GLOBAL MILK,
what happens in the present date, will arrange within 30 days, a capital
placement from a bank loan, in the amount of (4 million Reais), for working
capital of the company, that will be used in accordance to the necessities the
GLOBAL
MILK administration shall judge necessary, being that the guarantees for
the present loan will be supplied by the other part (Castroll or its Nominees)
as a real state property clear of any liens against transfer and/or other
guarantees.
The
interests and monetary correction, or any fines and other expenses arise from
the referred loan during the period before the capital placement will be
exclusively paid by B&D.
During
the period of payment of the loan and its expenses part os the profits and
dividends related to B&D portion will can be retained for amortization and
payment of loan interest directly by GLOBAL
MILK.
2.4.
GLOBAL
MILK is the withholder of “▇▇▇▇▇▇▇▇” and “▇▇▇▇▇▇ ▇▇▇▇” brands and patents
as per exhibit 1 attached, and the stock in trade of the companies, consistent
of the total customers list, formulas of its products registered at the Ministry
of Agriculture, manufacturing and distribution Know how and commercial structure
of ▇. ▇▇▇▇▇▇▇▇ Produtos Alimenticios Ltda. and Pará Industria de
Laticinios.
The
following exhibits are an integral part of this contract
Namely:
-
Agreement of Assignment of marks and patents rights.
-
Articles of Incorporation of Global milk
-
Agreement of quotaholders.
2.5. The
Parties agree that all and any controversy arising out of the present Share
(Quotas) Purchase and Sale Agreement that cannot be solved by the
parties on a consensual way, shall be decided through arbitration process to be
lead by arbitrators nominated by them in the form regulated by an arbitration
chamber to be defined in common agreement by the Parties, located necessarily in
the United States of America, the shareholders oblige themselves to this form of
solution independently of any other, no matter how specific and
privileged shall be, agreeing both parties to sign the
arbitrational commitment in the form of the regulation of the respective
arbitrational chamber.
2.6
Finally, it is elected the Forum of the City of New York, State of New York, in
the United States of America, for the execution of the arbitral decision and/or
for any provisional remedy if there should eventually be necessary, with express
resignation of any another one, for more privileged it can
be.
To
evidence the mentioned form above, the Parties sign this instrument in 04 (four)
copies, of equal content and form, in this date, in the presence of 02 (two)
signed witnesses below.
São Paulo
May, 07 2009