0001019155-13-000463 Sample Contracts

AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement Dated as of ___________, 2013 DEPOSIT AGREEMENT
Deposit Agreement • September 26th, 2013 • Bank of New York / Adr Division • American depositary receipts • New York

DEPOSIT AGREEMENT dated as of ________, 2013, among KROTON EDUCACIONAL S.A., a company incorporated under the laws of the Federative Republic of Brazil (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders from time to time of American Depositary Shares issued hereunder.

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THE BANK OF NEW YORK MELLON Depositary Receipts Division 101 Barclay Street New York, New York 10286
Bank of New York / Adr Division • September 26th, 2013 • American depositary receipts

Re: Deposit Agreement dated as of ___________, 2013 (the "Deposit Agreement") by and among Kroton Educacional S.A., The Bank of New York Mellon, as Depositary, and the Owners and Holders of American Depositary Shares

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