DLocal Limited [●] Class A Common Shares Underwriting AgreementdLocal LTD • May 20th, 2021 • Services-business services, nec • New York
DLocal Limited, a Cayman Islands exempted company incorporated with limited liability (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [●] Class A common shares, par value $0.002 per share (the “Class A Common Shares”), of the Company, and certain shareholders of the Company named in Section 1 of Schedule 2 hereto (the “Group 1 Selling Shareholders”) and certain shareholders of the Company named in Section 2 of Schedule 2 hereto (the “Group 2 Selling Shareholders” and, together with the Group 1 Selling Shareholders, the “Selling Shareholders”) propose to sell to the several Underwriters an aggregate of [●] Class A Common Shares (collectively, the “Underwritten Shares”). In addition, the Selling Shareholders propose to sell, at the option of the Underwriters, up to an additional [●] Class A Common Shares (collectively, the “Option S
ContractdLocal LTD • May 20th, 2021 • Services-business services, nec
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND NO INTEREST MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED, OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING ANY SUCH TRANSACTION, (B) SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, INCLUDING PURSUANT TO RULE 144 UNDER THE ACT, OR (C) THE COMPANY OTHERWISE SATISFIES ITSELF (AT NO COST OR EXPENSE TO THE HOLDER) THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.
This Indemnity Agreement is made on [●], 2021 (the “Agreement”).Indemnity Agreement • May 20th, 2021 • dLocal LTD • Services-business services, nec
DLOCAL LIMITED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 20th, 2021 • dLocal LTD • Services-business services, nec • New York
WHEREAS, Dlocal Malta, the Investor and the Original IRA Shareholders are parties to that Investor’s Rights Agreement dated December 16, 2019 (as amended from time to time, the “Original IRA”); and
