VTEX Class A common shares, par value US$[•] per share Underwriting AgreementUnderwriting Agreement • July 12th, 2021 • Vtex • Services-prepackaged software • New York
VTEX, an exempted company incorporated under the laws of the Cayman Islands 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 US$0.0001 per share, of the Company and, certain shareholders of the Company listed in Schedule 2 hereto (the “Selling Shareholders”) propose to sell to the Underwriters an aggregate of [•] Class A common shares, par value US$0.0001 per share of the Company (collectively, the “Underwritten Shares”). In addition, at the option of the Underwriters, the Company proposes to sell to the Underwriters up to an additional [•] Class A common shares par value US$0.0001 per share, of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The Class A common shares, par value US$0.000
DATED: July [●], 2021 LA Holdings (Cayman) Ltd. Geraldo do Carmo Thomas Júnior Imbetiba Fund Inc. Abrolhos One Limited Mira Limited Data Center Holdings II LLC IT Brazil Group II LLC RCP II (Parallel B) Brazil Holdings LLC RCP II Brazil Holdings LLC...Registration Rights Agreement • July 12th, 2021 • Vtex • Services-prepackaged software • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of July [●], 2021 (this “Agreement”), is by and between VTEX, a Cayman Islands exempted company with limited liability duly registered with the Cayman Islands Registrar of Companies, whose registered office is at 4th floor, Harbour Place, 103 South Church Street, PO Box 10240, Grand Cayman, KYI-1002, Cayman Islands (the “Company”), and LA Holdings (Cayman) Ltd. (the “LA Holdings Fund”), Geraldo do Carmo Thomas Júnior (“Geraldo”), Imbetiba Fund Inc. (“Imbetiba” and together with Geraldo, “Geraldo Vehicles”), Abrolhos One Limited (“Abrolhos”), Mira Limited (“Mira” and together with Abrolhos, “Mariano Vehicles”), Data Center Holdings II LLC (“Data Center”), IT Brazil Group II LLC (“IT Brazil”), RCP II (Parallel B) Brazil Holdings LLC (“RCP II (Parallel B)” and RCP II Brazil Holdings LLC (“RCP II” and together with Data Center, IT Brazil, RCP II (Parallel B), “Riverwood Vehicles” and together with LA Holding Funds, Geraldo Vehicles, Mariano Vehi
INDEMNITY AGREEMENTIndemnity Agreement • July 12th, 2021 • Vtex • Services-prepackaged software
