] Shares Preferred Stock, Without Par Value Including Shares in the Form of American Depositary Receipts FORM OF INTERNATIONAL AGENCY AND PURCHASE AGREEMENTInternational Agency and Purchase Agreement • April 12th, 2005 • Ultrapar Holdings Inc • Natural gas distribution • New York
Pursuant to the Contrato de Coordenação e Garantia Firme e Colocação de Ações Preferenciais de Emissão da Ultrapar Participações S.A. (the “Brazilian Underwriting Agreement”) dated the date hereof, between Ultrapar Participações S.A (the “Company”), a sociedade anônima organized under the laws of the Federative Republic of Brazil (“Brazil”), the persons named in Schedule B annexed hereto (the “Selling Stockholders”), Banco UBS S.A. (“Banco UBS”), Banco Pactual S.A. (together with Banco UBS, the “Brazilian Underwriters”) and Companhia Brasileira de Liquidação e Custódia, as custodian, the Company and the Selling Stockholders have agreed to sell, and the Brazilian Underwriters have agreed to underwrite, the respective numbers of shares (collectively, the “Firm Shares”) of preferred stock, without par value (the “Preferred Stock”), of the Company for sale in a public offering in Brazil (the “Brazilian Offering”). In addition, the Company has granted to Banco UBS the option to purchase fro
