SHARE PURCHASE AGREEMENT
EXECUTION VERSION
Exhibit 99.1
This SHARE PURCHASE AGREEMENT (the “Agreement”) is entered into on May 19, 2022 (the “Effective Date”), by and between NRE CAPITAL VENTURES LTD, a Brazilian corporation (the “Xxxxxxx Purchaser”), and ERSTE WV GÜTERSLOH GMBH, a corporation organized and existing under the laws of Germany (the “Bertelsmann Purchaser” and, together with the Xxxxxxx Purchaser, the “Purchasers”), and each of the selling shareholders on the signature pages hereto (the “Selling Shareholders”).
Recitals:
A. The Selling Shareholders own and desire to sell, transfer and convey to the Purchasers a total of 22,000 Class A common shares, par value US$0.00005 per share, of AFYA LIMITED, a Cayman Islands exempted company (the “Company”) (the “Transferred Shares”), on the terms and subject to the conditions contained in this Agreement.
B. The Transferred Shares are subject to the Company’s Amended and Restated Memorandum and Articles of Association (as amended or restated from time to time, the “Articles”).
C. The Purchasers desire to purchase, on a several and not joint basis, Transferred Shares from the Selling Shareholders on the terms and subject to the conditions contained in this Agreement (the “Purchase”).
NOW, THEREFORE, in consideration of the promises, covenants and agreements herein contained, the parties agree as follows:
1. PURCHASE AND SALE OF THE TRANSFERRED SHARES.
(a) Purchase Price. At the Closing (as defined below), and subject to the terms and conditions of this Agreement, the Selling Shareholders hereby agree to sell, transfer, assign and convey to the Purchasers the Transferred Shares (with the number of Transferred Shares to be sold, on a several and not joint basis, by each Selling Shareholder to each Purchaser set forth on the applicable signature pages hereto, and all rights and benefits relating to the Transferred Shares, including any indemnification rights, and the benefit of any guarantees or releases, free and clear of any Lien, and, in consideration for the Transferred Shares to be purchased by the Purchasers, the Purchasers agree to pay to the Selling Shareholders $25.00 per Transferred Share, for an aggregate purchase price of $550,000 (the “Purchase Price”), payable in USD (with the number of Transferred Shares to be purchased by each Purchaser, on a several and not joint basis, from each Selling Shareholder set forth on the applicable signature pages hereto).
(b) Closing. The closing of the Purchase (the “Closing”) shall take place remotely via the exchange of documents and signatures on the date that is five business days after the conditions set forth in Articles 6, 7 and 8 have been satisfied or waived (except for those conditions to be satisfied at the Closing), or at such other date as the Selling Shareholders and Purchasers mutually agree in writing.
(c) Closing Actions. At the Closing, the parties must perform the following actions or cause them to be performed, all of which shall be considered as an integral part of the Closing and, thus, as being performed simultaneously:
(i) each of the Selling Shareholders shall deliver to the Purchasers (with a copy to the Company) a duly executed and completed share transfer instrument, substantially in the form attached hereto as Exhibit A, with respect to its Transferred Shares (the “Share Transfer Instrument”);
(ii) the Selling Shareholders shall transfer the legal title to the Transferred Shares directly to the brokerage account of each of the Purchasers as set forth on Exhibit B; and
(iii) each of the Purchasers (on a several and not joint basis) shall pay, or cause to be paid to each Selling Shareholder, the applicable portion of the Purchase Price in accordance with the applicable signature pages hereto.
2. REPRESENTATIONS AND WARRANTIES OF THE SELLING SHAREHOLDERS. Each Selling Shareholder hereby represents and warrants to the Purchasers, as of the date hereof and as of the Closing, as follows:
(a) Ownership. Each Selling Shareholder owns all and has good and valid right, title and interest (legal and beneficial) in and to the applicable Transferred Shares, free and clear of any pledge, lien, charge, security interest, encumbrance, claim, options or equitable interest, or any other limitation or restriction(collectively, “Liens”), except for applicable legal and/or regulatory limitations or restrictions. At the Closing, such Selling Shareholder’s entire right, title and interest in and to the applicable Transferred Shares shall be conveyed to the Purchasers free and clear of any Lien. Such Selling Shareholder represents and warrants that its respective Transferred Shares are uncertificated.
(b) Authority; Enforceability. If such Selling Shareholder is not a natural person, such Selling Shareholder is an entity validly existing and in good standing (or the equivalent status, if any, in the applicable foreign jurisdiction) under the jurisdiction of its formation and such Selling Shareholder has full power and authority to enter into and perform its obligations under this Agreement. Each Selling Shareholder has duly executed and delivered this Agreement. The execution, delivery and performance of this Agreement, and the consummation of the transaction contemplated hereby, is duly and validly authorized on the part of each Selling Shareholder and no other proceeding, consent or authorization on the part of each Selling Shareholder will be necessary to authorize this Agreement or the transaction contemplated hereby. This Agreement constitutes each Selling Shareholder’s valid and legally binding obligation, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
(c) No Conflicts; Consents. The execution, delivery and performance by each Selling Shareholder of this Agreement, and the consummation by each Selling Shareholder of the transaction contemplated hereby, (i) does not conflict with, result in a breach or violation of, or constitute a default under, any contract or agreement to which a Selling Shareholder is a party or by which a Selling Shareholder is bound unless otherwise waived, (ii) to the knowledge of each Selling Shareholder, does not conflict with, or result in a breach or violation of, or constitute a default under, any law, order, code, rule, regulation, decree, injunction or permit to which each Selling Shareholder or each Selling Shareholder’s Transferred Shares or assets are subject, (iii) do not violate or conflict with the organizational and governing documents of such Selling Shareholder (if such Selling Shareholder is an entity), and (iv) do not require any consents, approvals, authorizations, registration, qualification, declaration, notices or orders of, nor require the making of any filing to or with, any third party or any U.S., foreign, federal, state or local (or any department, agency or political subdivision thereof) governmental, regulatory or administrative authority, agency or commission, any court, tribunal or arbitral body, or any quasi-
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governmental or private body exercising any regulatory, taxing, importing or other governmental authority or instrumentality, except for filings pursuant to applicable U.S. federal or state securities laws.
(d) No Broker-Dealer. The Selling Shareholders have not effected this transfer of shares by or through a broker-dealer in any public offering, has not engaged any broker, finder, investment banker, financial advisor, agent or similar professional and has not incurred any obligation for any finders’ fees, brokerage fees, investment banking fees, commissions or agent’s fees or similar compensation or reimbursement arrangements in connection with the transaction contemplated by this Agreement.
(e) Sophisticated Selling Shareholders. Each Selling Shareholder (A) is familiar with transactions similar to those contemplated by this Agreement, (B) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risk of such transactions, (C) has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Transferred Shares and (D) has independently and without reliance upon the Purchasers or the Company, and based on such information and the advice of such advisors as each Selling Shareholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Each Selling Shareholder acknowledges that neither the Purchasers nor any of the Purchasers’ affiliates or agents is acting as a fiduciary or financial or investment adviser to such Selling Shareholder, and has not given such Selling Shareholder any investment advice, opinion or other information on whether the sale of the Transferred Shares is prudent. Each Selling Shareholder acknowledges that the Company’s share capital may appreciate or depreciate in value substantially as a result of business, market or other reasons, and any future sale of shares of the Company’s share capital could be at a premium to the Purchase Price paid to such Selling Shareholder for the applicable Transferred Shares, and such sale could occur at any time or not at all. Each Selling Shareholder understands that the Purchasers and their affiliates and agents will rely on the accuracy and truth of the foregoing representations as a condition to proceeding with purchasing the Transferred Shares, and such Selling Shareholder hereby consents to such reliance.
(g) Litigation. There is no claim, action, demand, hearing, charge, complaint, examination, litigation, suit, proceeding or governmental (civil, criminal administrative, or otherwise) investigation pending or, to the knowledge of each Selling Shareholder, threatened (A) against or by such Selling Shareholder relating to or affecting the Transferred Shares or (B) against or by such Selling Shareholder that challenges or seeks to prevent, enjoin or otherwise delay the transaction contemplated by this Agreement or that would reasonably be expected to adversely affect or restrict such Selling Shareholder’s ability to enter into this Agreement or perform its obligations hereunder. Each Selling Shareholder is not subject to any outstanding order, decision, judgment, writ, injunction, decree, award or other determination that prohibits or otherwise restricts, or would reasonably be expected to prohibit or otherwise restrict, the ability of such Selling Shareholder to consummate fully the transaction contemplated by this Agreement.
(h) Documents. The Articles are the only documents applicable to the Transferred Shares and, other than as contained in the Articles or applicable securities laws, each Selling Shareholder is not aware of any agreements, understandings, judgements, orders, or Liens granting rights or imposing obligations with respect to the Transferred Shares other than as waived.
(i) Controlling Shareholder. Each Selling Shareholder acknowledges that the Bertelsmann Purchaser together with Bertelsmann SE & Co. KGaA, constitute a “controlling shareholder” for purposes of the Company’s stock option and stock option purchase plans and all agreements relating thereto.
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3. REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS. Each Purchaser represents and warrants to the Selling Shareholders, severally and not jointly, as of the date hereof and as of the Closing, as follows:
(a) Authority; Enforceability. If such Purchaser is not a natural person, such Purchaser is an entity validly existing and in good standing under the jurisdiction of its formation and has full power and authority to enter into and perform its obligations under this Agreement. This Agreement constitutes the valid and binding obligation of such Purchaser, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. The execution, delivery and performance of this Agreement, and the consummation of the transaction contemplated hereby, have been duly and validly authorized and will not result in a violation of, or default under, any instrument, judgment, order, writ, decree or contract known to such Purchaser by which such Purchaser is bound or to which it is subject.
(b) Purchase for Own Account for Investment. Each Purchaser is acquiring the Transferred Shares for such Purchaser’s own account, for investment purposes only and not with a view to, or for sale in connection with, a distribution of the Transferred Shares within the meaning of the U.S. Securities Act of 1933, as amended (the “Act”). Each Purchaser has no present intention of selling or otherwise disposing of all or any portion of the Transferred Shares acquired by such Purchaser and no one other than such Purchaser (and its parent entities) will have any beneficial ownership of any of the Transferred Shares acquired by such Purchaser.
(c) No Conflicts; Consents. The execution, delivery and performance by each Purchaser of this Agreement, and the consummation by such Purchaser of the transaction contemplated hereby, (i) do not conflict with, result in a breach or violation of, or constitute a default under, any contract or agreement to which such Purchaser is a party or by which such Purchaser is bound, (ii) do not conflict with, or result in a breach or violation of, or constitute a default under, any law, order, code, rule, regulation, decree, injunction or permit to which such Purchaser or such Purchaser’s assets are subject, (iii) do not violate or conflict with the organizational and governing documents of such Purchaser (if such Purchaser is an entity), and (iv) except for the Antitrust Approval (as defined below), do not require any consents, approvals, authorizations, registration, qualification, declaration, notices or orders of, nor require the making of any filing to or with, any third party or any U.S., foreign, federal, state or local (or any department, agency or political subdivision thereof) governmental, regulatory or administrative authority, agency or commission, any court, tribunal or arbitral body, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental authority or instrumentality, except for filings pursuant to applicable U.S. federal or state securities laws.
(d) Accredited Investor. Each Purchaser is an “accredited investor” within the meaning of Regulation D promulgated under the Act.
(e) Information. Each Purchaser has had the opportunity to request information regarding the Company’s business, prospects and financial condition, and has received such information as it deems appropriate to reach an informed and knowledgeable decision to purchase the Transferred Shares.
(f) No Third Party. No Purchaser has engaged any broker, finder, investment banker, financial advisor, agent or similar professional nor has incurred any obligation for any finders’ fees, brokerage fees, investment banking fees, commissions or agent’s fees or similar compensation or reimbursement arrangements in connection with the transaction contemplated by this Agreement.
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(g) Sophisticated Purchasers. Each Purchaser (A) is an entity or person familiar with transactions similar to those contemplated by this Agreement, (B) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risk of such transactions, (C) has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the purchase of the Transferred Shares and (D) has independently and without reliance upon the Selling Shareholders or the Company, and based on such information and the advice of such advisors as such Purchaser has deemed appropriate, made its own analysis and decision to enter into this Agreement. Each Purchaser acknowledges that neither the Selling Shareholders nor any of the Selling Shareholders’ affiliates or agents is acting as a fiduciary or financial or investment adviser to such Purchaser, and has not given such Purchaser any investment advice, opinion or other information on whether the purchase of the Transferred Shares is prudent. Each Purchaser acknowledges that the Company’s share capital may appreciate or depreciate in value substantially as a result of business, market or other reasons, and any future sale of shares of the Company’s share capital could be at a loss or a premium to the Purchase Price paid by such Purchaser for the Transferred Shares, and such sale could occur at any time or not at all. Each Purchaser understands that the Selling Shareholders and their affiliates and agents will rely on the accuracy and truth of the foregoing representations as a condition to proceeding with the sale of the Transferred Shares, and each Purchaser hereby consents to such reliance.
(i) No General Solicitation. At no time have the Selling Shareholders solicited such Purchaser through any form of general advertisement or solicitation in connection with the transfer of the Transferred Shares.
4. SHAREHOLDER REPAYMENT.
(a) Each Selling Shareholder hereby acknowledges that the Premium Amount (as set forth on its applicable signature page) such Selling Shareholder receives is subject to clawback and/or forfeiture in accordance with this Article 4. If any Selling Shareholder is no longer employed by the Company or its applicable subsidiary prior to two years after the date of Closing (the “Restricted Period”) other than as a result of a termination without cause by the Company or its applicable subsidiary, or a Termination for Cause by the Selling Shareholder, as defined below in clause a.1, (the date of such separation of employment, the “Termination Date”), then such Selling Shareholder shall forfeit and be obliged to return to each of the Purchasers an amount equal to the Premium Amount (as set forth on its applicable signature page) received by such Selling Shareholder from such Purchaser (in Reais calculated using the average USD/Reais exchange rate – PTAX as published by the Brazilian Central Bank in its official website for the ten (10) business day period prior to the Termination Date) multiplied by a fraction the numerator of which is the number of days from the Termination Date through the end of the Restricted Period and the denominator of which is 730.
(a.1) “Termination for Cause by the Selling Shareholder” shall mean the event that the Executive decides to terminate its employment agreement with the Company or its applicable subsidiary (the “Employment Agreement”) because: (i) the Controlling Shareholder is convicted of any criminal offense or found guilty of any conduct in administrative proceedings before regulatory bodies that may seriously damage the Company, or the image of the Selling Shareholder and provided that such conviction has not been demonstrably caused by an act or omission of the Selling Shareholder, or (ii) in case the General Meeting or the Board of Directors of the Company require the Selling Shareholder to perform any act that is unlawful or in disagreement with the terms of the Employment Agreement. For the purposes of this clause, “Controlling Shareholder” means Bertelsmann and/or its affiliates (among them its direct or indirect investees, controlled companies or subsidiaries).
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5. NO PROXIES OR ENCUMBRANCES. Between the Effective Date and Closing, the Selling Shareholders shall not, without the prior written consent of the Purchasers, grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the Transferred Shares, sell, assign, transfer, encumber or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect sale, assignment, transfer, encumbrance or other dispositions of, any Transferred Shares. Between the Effective Date and Closing, the Selling Shareholders shall not, without the prior written consent of the Purchasers, approve any material transactions, actions or other matters of the Company or its subsidiaries outside of the ordinary course of business for the Company.
6. CONDITIONS TO EACH PARTY’S OBLIGATIONS. The respective obligations of each party to this Agreement to effect the transaction contemplated hereby shall be subject to the satisfaction on or before the Closing of each of the following conditions:
(a) Purchaser Share Purchase Agreement. That certain Share Purchase Agreement, dated as of April 22, 2022, by and among the Purchasers, shall have been executed and the transactions contemplated therein shall have been consummated.
7. CONDITIONS OF PURCHASERS’ OBLIGATIONS. The obligations of the Purchasers to purchase the Transferred Shares from the Selling Shareholders under Section 1 are subject to the fulfillment, or waiver by each Purchaser, on or before the Closing of each of the following conditions:
(a) Representations and Warranties. The representations and warranties of the Selling Shareholders contained in Section 2 shall be true on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the Closing.
(b) Performance. The Selling Shareholders shall each have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with it on or before the Closing.
8. CONDITIONS TO THE SELLING SHAREHOLDERS OBLIGATIONS. The obligations of the Selling Shareholders to sell the Transferred Shares to the Purchasers under Section 1 are subject to the fulfillment by the Purchasers, or waiver by each Selling Shareholder, on or before the Closing of each of the following conditions:
(a) Payment of Purchase Price. The Purchasers shall have delivered the applicable Purchase Price to the Selling Shareholders for the Transferred Shares in accordance with Section 1.
(b) Representations and Warranties. The representations and warranties of the Purchasers contained in Section 3 shall be true on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the Closing.
(c) Performance. Each Purchaser shall each have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing.
9. TERMINATION.
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(a) This Agreement may be terminated at any time prior to the Closing by:
(i) the mutual written consent of the Selling Shareholders and the Purchasers;
(ii) the Selling Shareholders if a material breach of any provision of this Agreement has been committed by any Purchaser and such breach has not been waived by such Selling Shareholders;
(iii) the Purchasers if a material breach of any provision of this Agreement has been committed by any Selling Shareholder and such breach has not been waived by the Purchasers;
(iv) either the Selling Shareholders or the Purchasers, by giving written notice to the other, if the transaction contemplated hereby shall not have been consummated on or before the date that is the 180th calendar day after the date of this Agreement; provided that the right to terminate this Agreement pursuant to this Section 10(iv) shall not be available to any party whose breach of a representation or warranty or covenant made by such party under this Agreement results in the failure of any condition set forth in this Agreement to be fulfilled or satisfied on or before such date.
(b) Upon termination of this Agreement, the rights and obligations of the parties under this Agreement shall immediately cease and this Agreement shall have no further force or effect.
10. MISCELLANEOUS.
(a) Survival of Warranties. The warranties, representations and covenants of the Selling Shareholders and the Purchasers contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing and shall in no way be affected by any investigation of the subject matter thereof made by or on behalf of the Selling Shareholders or the Purchasers.
(b) Successors and Assigns. This Agreement shall be binding upon the Purchasers, each Selling Shareholder and the respective successors, assigns and legal representatives of the parties hereto. No party to this Agreement may assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement, except with the prior written consent of the other parties; provided that the Purchasers may assign this Agreement to its affiliates.
(c) Governing Law; Arbitration. This Agreement shall be governed by and construed under the laws of the Cayman Islands without reference to Cayman Islands conflicts of law provisions. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be determined by arbitration administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules. The number of arbitrators shall be one. The place and seat of the arbitration shall be New York, New York. The arbitration shall be held, and the award rendered, in English, although information and documents may be presented in Portuguese for ease of proceedings. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
(d) Specific Performance. The parties hereto agree that the obligations imposed on them in this Agreement are special, unique and of an extraordinary character, and that irreparable damages for which money damages, even if available, would not be an adequate remedy, would occur in the event that the parties hereto do not perform the provisions of this Agreement in accordance with its specified terms or otherwise breach such provisions. The parties hereto acknowledge and agree that the parties shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other
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remedy to which they are entitled, at law or in equity; and the parties hereto further agree to waive any requirement for the securing or posting of any bond or other security in connection with the obtaining of any such injunctive or other equitable relief. Each of the parties hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief as provided herein on the basis that (x) any party has an adequate remedy at law or (y) an award of specific performance is not an appropriate remedy for any reason at law or equity.
(e) Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.
(f) Notices. All notices, requests, demands, claims and other communications hereunder shall be in writing and shall be deemed duly given or made: (i) when personally delivered to the intended recipient; (ii) when sent, if sent by facsimile during the recipient’s normal business hours, and if not sent during normal business hours, then on the recipient’s next business day; (iii) when sent, if by electronic mail, during normal business hours, and if not during normal business hours, then on the recipient’s next business day; or (iv) two (2) days after deposit with an internationally recognized overnight courier, specifying next day delivery, with written verification of receipt, in each case to the intended recipient as set forth below:
If to the Selling Shareholders, addressed as set forth on its applicable signature page.
If to the Purchasers, to:
Erste WV Xxxxxxxxx XxxX
Xxxx-Xxxxxxxxxxx-Xxxxxxx 000
00000 Xxxxxxxxx, Xxxxxxx
Attention: Xxxxxx Xxxx
Email: Xxxxxx.xxxx@Xxxxxxxxxxx.xx
and
Xxxxxxx Xxxxxxxx Xxxxxxx
Alameda das Andorinhas, 23 and 24, Portaria A, Condomínio Lagoa do Miguelão
Nova Lima, Minas Gerais (CEP 34.001-206)
Attention: Xxxxxxx Xxxxxxx or Xxxxxx Xxxxxxx
Email: xxxxxxx.xxxxxxx@xxxx.xxx.xx; and xxxxxx.xxxxxxx@xxxx.xxx.xx
with copies (which shall not constitute notice) to
Xxxxx Xxxx & Xxxxxxxx LLP
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxx
Email: xxxxxxx.xxxxx@xxxxxxxxx.xxx
and
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Xxxxxx
Xxxxxx Sociedade de Advogados
Rua Xxxxxxx xx Xxxxx, 77, bairro Cidade Jardim
Belo Horizonte, Minas Gerais (CEP 30.350-170)
Attention: Xxxxxx Xxxxxx
Email: xxxxxx@xxxxx.xxx.xx
Any party may change the address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the other parties notice in the manner herein set forth.
(g) Entire Agreement. This Agreement and the documents referred to herein and therein constitute the entire agreement and understanding of the parties with respect to the subject matter of this Agreement, and supersede all prior understandings and agreements, whether oral or written, between or among the parties hereto with respect to the specific subject matter hereof.
(h) Severability. If any provision of this Agreement is determined by any court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable) never been contained in this Agreement.
(i) Amendments and Waivers. This Agreement may be amended only by a written agreement executed by each of the parties hereto. No amendment of or waiver of, or modification of any obligation under this Agreement will be enforceable unless set forth in a writing signed by the party against which enforcement is sought. Any amendment effected in accordance with this Section will be binding upon all parties hereto and each of their respective successors and assigns. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. No waiver granted under this Agreement as to any one provision herein shall constitute a subsequent waiver of such provision or of any other provision herein, nor shall it constitute the waiver of any performance other than the actual performance specifically waived.
(j) Further Assurances. At any time or from time to time after the date hereof, the parties agree to cooperate with each other, and at the request of any other party, to execute and deliver any further instruments or documents and to take all such further action as the other party may reasonably request in order to evidence or effectuate the consummation of the transaction contemplated by this Agreement and to otherwise carry out the intent of the parties under this Agreement.
(k) Publicity. Except as may be required by Nasdaq rules or the rules of any other quotation system or exchange on which the Company’s securities are listed or applicable law, neither party hereto shall issue a publicity release or announcement or otherwise make any public disclosure concerning this Agreement, or any related agreements, which announcement names the Purchasers or the Selling Shareholders without its prior written approval. If any announcement is required by applicable law to be made by any party hereto, prior to making such announcement such party will deliver a draft of such announcement to the other parties and shall give the other parties an opportunity to comment thereon.
(l) Expenses. Each party hereto is responsible for its own costs, fees and expenses in connection with the negotiation of this Agreement and the consummation of the transaction contemplated hereby and thereby. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.
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(m) Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered will be deemed an original, and all of which together shall constitute one and the same agreement. This Agreement may be executed and delivered by facsimile or other means of electronic delivery and upon such delivery the signature will be deemed to have the same effect as if the original signature had been delivered to the other party or parties.
(n) Confidentiality. Each Selling Shareholder and the Purchasers shall keep confidential, and shall ensure that its representatives and agents keep confidential, at all times after the Effective Date, all confidential information regarding each Selling Shareholder, the Purchasers, this Agreement, and all information concerning the Transfer and any related agreements, except: (a) if required to be disclosed by applicable law or judicial process, but only to the extent it is legally required to be disclosed (any such party making such disclosure, the “Disclosing Party”), in each case after prior consultation with each Selling Shareholder and the Purchasers, as applicable, so that each Selling Shareholder or the Purchasers, as applicable, may seek an appropriate protective order and/or waive such Disclosing Party’s compliance with this Agreement (and, if any Selling Shareholder or any Purchaser seeks a protective order, the Disclosing Party shall cooperate as such Selling Shareholder or such Purchaser, as applicable, shall reasonably request); (b) to the extent that that information is or has been made generally available to the public otherwise than through improper disclosure by any Selling Shareholder or any Purchaser or any of their respective affiliates, representatives or agents; (c) for disclosures otherwise made in accordance with this Agreement; and (d) the Selling Shareholders and/or Purchasers, as applicable, may disclose such information to their respective equityholders or affiliates, and representatives and service providers, in each case on a confidential basis and subject to such person’s obligation to keep such information confidential.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.
| Purchasers: | ||
| Erste WV Gütersloh GmbH | ||
| By: | ||
| Name: | Xxxxxxx Xxxxxxxxxx | |
| Director | ||
| By: | ||
| Name: | Xxxxxx Xxxx | |
| Director | ||
signature page to the Share Purchase Agreement
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.
| NRE Capital Ventures Ltd | ||
| By: | ||
| Name: | Xxxxxxx Xxxxxxxx Xxxxxxx | |
| Authorized Person | ||
signature page to the Share Purchase Agreement
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.
| Selling Shareholders:2 | ||
| By: | ||
| Name: | [●] | |
| Brokerage Account Selling Shareholder | ||
| Purchaser | Number of Transferred Shares | Purchase Price | Premium Amount |
| Erste WV Gütersloh GmbH | |||
| NRE Capital Ventures Ltd | |||
| Total |
Wire Transfer Instructions:
Address:
2 Note to Draft: There will be a separate page for each Selling Shareholder.
signature page to the Share Purchase Agreement
Exhibit A
Form of Share Transfer Instrument
SHARE TRANSFER INSTRUMENT
Afya Limited (the “Company”)
[●] (the “Selling Shareholder”), for good and valuable consideration received, hereby transfers [▪] Class A shares of par value US$0.00005 each, standing in the name of the Selling Shareholder in the register of members of the Company, to [Erste WV Gütersloh GmbH] [NRE Capital Ventures Ltd] (the “Transferee”) and the Transferee hereby agrees to take such shares subject to the terms and conditions of the memorandum and articles of association of the Company.
This share transfer may be executed in any number of counterparts and on separate counterparts, each of which when so executed and delivered shall be an original, but all the counterparts shall together constitute one and the same instrument.
| Signed by the Selling Shareholder: | ||
| [●] | ||
| By: | ||
| Name: | ||
| Title: | ||
| Dated: | ||
| Signed by the Transferee: | ||
| [Erste WV Gütersloh GmbH] [NRE Capital Ventures Ltd] | ||
| By: | ||
| Name: | ||
| Title: | ||
| Dated: | ||
| By: | ||
| Name: | ||
| Title: | ||
| Dated: | ||
