BLMN Bloomin Brands Inc

OSAKA PARTICIPAÇÕES SOCIETÁRIAS S.A., a joint-stock company (sociedade por ações) duly organized and validly existing in accordance with the Laws of the Federative Republic of Brazil, enrolled with the CNPJ under the No. 53.262367/0001-40, with its headquarters at 1,293, Alameda Santos, 4^th floor, suite 42, Cerqueira Cesar, City and State of São Paulo, Postal 01419-904 (“Buyer”);

BLOOM GROUP HOLDINGS, B.V., a limited liability company organized under the laws of the Netherlands, enrolled with the CNPJ under the No. 18.962.020/0001-09, with registered office at 2202 N. West Shore Blvd. 5^th Floor. Tampa, FL 33607 (“Seller” referred to jointly and severally with the Buyer as a “Party” and collectively as the “Parties”);

BLOOM PARTICIPAÇÕES LTDA., a limited liability company duly organized and validly existing in accordance with the Laws of the Federative Republic of Brazil, enrolled with the CNPJ under No. 18.598.507/0001-54, headquartered in the City of São Paulo, State of São Paulo, at Avenida das Nações Unidas, 12,901, 4^th floor, suite 401, Block C, Brooklin Paulista, Postal Code 04.578-000 (“Company”); and

OUTBACK STEAKHOUSE RESTAURANTES BRASIL S.A., a corporation duly organized and validly existing in accordance with the Laws of the Federative Republic of Brazil, enrolled with the CNPJ under the No. 17.267.661/0001-73, with registered office in the City of São Paulo, State of São Paulo, at Avenida das Nações Unidas, 12,901, 4^th floor, Block C, Brooklin, Postal Code 04.578-000 (“OSRB” and together with the Company, the “Target Entities”).

The Seller is the beneficial and legal owner of seven hundred seventy-one million, two hundred and seventy-seven thousand, five hundred and eleven (771,277,511) quotas issued by the Company, representing one hundred percent (100%) of the capital stock of the Company on a fully diluted basis;

The Company is the beneficial and legal owner of five hundred sixty-three million, six hundred one thousand, four hundred sixty-seven (563,601,467) common shares, representing approximately ninety-eight point sixty eight percent (98.68%) of its total and outstanding share capital (as of September 30, 2024) and one hundred percent (100%) of its voting rights, on a fully diluted basis, with the remainder of the capital stock of OSRB being composed of non-voting preferred shares held by certain minority shareholders with whom the Company entered into a shareholders agreement;

OSRB operates full-service restaurants operating under the distinctive “Outback”, “Aussie Grill”, “Aussie Chicken and More”, and “Abbraccio” systems pursuant to the Current Franchise Agreements;

Seller wishes to sell shares representing sixty-seven percent (67%) of the capital stock of the Company on a fully diluted basis (the “Target Equity Interest”) to Buyer, and Buyer wishes to purchase the Target Equity Interest from Seller and, as a consequence, indirectly purchase the corresponding pro rata of the common shares issued by OSRB and owned by the Company as set forth in item (B) above, on the terms and for the consideration described in this Agreement.

Rules of interpretation

Definitions of Certain Terms

Any of the Target Entities to incur (or potentially incur based on the good faith opinion of the external legal advisors of the Target Entities that are defending such potential Loss, [***];

An interruption on the Business or operation of the Company affecting more than [***] of the restaurants operated by OSRB that persists for more than [***], it being understood that if such interruption affecting more than [***] of the restaurants has started, the Buyer will not be obliged to proceed to Closing while such interruption is ongoing;

Any Order preventing Seller to perform its obligations hereunder that has been issued but not reversed (or which reversal is not legally feasible) up to one (1) Business Day before the Outside Date;

any PERSE Benefits that have a date of originating fact (fato gerador) prior to the Closing Date;

any deposits made by the Target Entities prior to the Closing Date as collateral to the PERSE Litigation that have a date of originating fact (fato gerador) prior to the Closing Date;

any deposits made by the Target Entities prior to the Closing Date as collateral to the CIDE Litigation;

any deductibility benefits arising from an eventual adverse decision on the CIDE Litigation;

deposits for Claims (including judicial and administrative proceedings) made before the Closing Date that are reverted to the Target Entities after the Closing Date (to the extent not directed to satisfy an adverse award at the Third-Party Claim to which such deposit relates); and

any benefits for Tax Claims (teses tributárias) made for Tax Refunds or recognition of a Tax credit - in any of the foregoing cases limited to the benefits that have a date of originating fact (fato gerador) prior to the Closing Date, subject to Section 9.2, but excluding any Tax deductibility of non-operating losses pertaining to the pre Closing period.

Construction and application of defined terms

Headings; Table of Contents

References and construction

the words “include,” “includes” and “including” and similar expressions shall be construed as illustrative only and without limitation. Therefore, any such expressions shall be deemed to be followed by the words “without limitation” or “by way of example only;”

the word “or” is not exclusive;

the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole;

an accounting term not otherwise defined has the meaning assigned to it in accordance with the Accounting Principles;

references to Preamble, Articles, Sections, Schedules and Exhibits, if applicable, refer to the Preamble, Articles, Sections, Schedules and Exhibits to this Agreement;

references to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time;

references to any agreement, Law or to any provision of any agreement or Law shall include any amendment thereto, and any modification or re-enactment thereof, any Law substituted therefor, and all rules and regulations issued thereunder or pursuant thereto;

the word “Person” includes individuals, firms, companies, their successors, Permitted Transferees and vice-versa;

references to a Party include such Party’s permitted successor in accordance with this Agreement; and

the information contained in this Agreement, the Exhibits and the Schedules hereto is disclosed solely for the benefit Parties and limited to purposes of this Agreement; no information contained herein or therein will be deemed to be an admission by any Party hereto to any third party of any matter whatsoever (including any violation of Law or breach of contract).

Information

Periods

Currency

Execution

Drafting

Sale and purchase of quotas

Purchase Price

Purchase Price

Calculation of the Purchase Price. The aggregate cash consideration for the purchase and sale of the Target Equity Interest and undertaking of the covenants and adjustments set out in Section 3.2 (“Purchase Price”) below shall be calculated as follows:

the “Enterprise Value” of the Target Entities of two billion, fifty-seven million Reais (R$ 2,057,000,000.00) multiplied by sixty-seven percent (67%), which equals one billion, three hundred and seventy-eight million, one hundred and ninety hundred thousand Brazilian Reais (R$ 1,378,190,000.00);

minus the effective Net Indebtedness of the Target Entities as of the Closing Date multiplied by sixty-seven percent (67%);

plus the excess or minus the shortfall (as the case may be) between the actual Working Capital as of the Closing Date and the Minimum Working Capital, multiplied by sixty-seven percent (67%);

minus the Transaction Expenses;

plus the Buyer’s Share of the Landlord Fees.

Reference calculation. For illustrative purposes only, Exhibit 3.1.2 contains a mock calculation of the Purchase Price as of September 30, 2024, which methodology shall be used as reference in the calculation of the Purchase Price Adjustments.

Payment. Buyer shall pay the Purchase Price in USD, free and clear of banking fees by wire transfers as follows:

Closing installment. An initial installment in the amount equal to fifty-two percent (52%) of the Purchase Price, as adjusted by the Closing Adjustment; shall be paid on the Closing Date against the Transfer of the Target Equity Interest (“Closing Installment”).

Deferred Installment. A Deferred Installment in the amount equal to forty-eight percent (48%) of the Purchase Price, as adjusted by the variation of the CDI rate between the Closing Date and the payment date, shall be paid on the first (1^st) anniversary of the Closing Date (“Deferred Installment”).

If Seller confirms the fulfillment of the Conditions Precedent (without disagreement from Buyer pursuant to this Agreement) but the consummation of the Closing is delayed pursuant to Section 6.2, then the Closing Installment and the Deferred Installment shall be adjusted by the variation of the CDI rate between the Closing Date would have been consummated if the postponement did not occur and the payment date

Delivery of the Purchase Price. The Purchase Price shall be delivered to the Seller in USD to [***].

Taxes. The Taxes levied on the Purchase Price shall be paid by the Party defined as responsible for such payment under the applicable law. Notwithstanding the foregoing, Buyer shall be entitled to withhold from the Purchase Price the Brazilian income Tax levied on the capital gain accrued on the payment of the Purchase Price to the Seller (if any), based on the calculation of such Tax prepared by the Seller, and pay such Tax to the appropriate Taxing Authority up to the last business day of the month following that when the Target Equity Interest are transferred to the Buyer.

Calculation by Seller. The Seller shall provide the Buyer with the calculation of the exact income Tax amount together with any information and documentation reasonably requested by the Buyer to confirm the income Tax calculation at least five (5) Business Days prior to Closing.

Treatment of Taxes. To the extent any amounts are so withheld and paid over to the appropriate Taxing Authority, such withheld amounts shall be treated for the purposes of this Agreement as having been paid to Seller.

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Indemnification. Provided that the Buyer has paid the Taxes under this Section in accordance with Seller’s instructions, Buyer shall have no liability whatsoever with respect to these Taxes and the Seller shall indemnify and hold the Buyer (and Buyer Indemnitees) harmless from any Losses arising from or relating to such Taxes or their payment pursuant to Section 8.1(iv).

Purchase price adjustments

Closing Adjustment. The Purchase Price shall be subject to a preliminary adjustment at the Closing Date to reflect the updated calculation of the Purchase Price based on the estimated amounts of Net Indebtedness, Working Capital and Transaction Expenses as of the Closing Date (“Closing Adjustment”).

Estimated Statement. Not later than [***] prior to the Closing Date, the Seller shall deliver, or cause to be delivered, to the Buyer, a statement (the “Estimated Closing Statement”) setting forth the Seller´s estimated calculation of (a) the Working Capital, Net Indebtedness and Transaction Expenses as of the Closing Date; (b) the amount of the Closing Adjustment, calculated by incorporating each of the foregoing components into the calculation of the Purchase Price set out in Section 3.1.1; and (c) the amount of the Closing Installment, calculated to reflect the Closing Adjustment.

The Estimated Closing Statement shall be prepared and calculated by the Seller, in good faith in accordance with Accounting Principles, consistently applied, and in accordance with the sample Estimated Closing Statement attached hereto as Exhibit 3.1.2.

The Estimated Closing Statement shall include such schedules and data with respect to the determinations set forth therein as may be reasonably necessary to support the calculations set forth therein.

Review of the Estimated Closing Statement. Seller shall afford the Buyer the opportunity to review the Estimated Closing Statement and shall consider in good faith and shall reflect in any reasonable comments made by the Buyer.

The Parties shall have until [***] prior to the Closing Date to review and validate the Estimated Closing Statement.

If the Parties do not reach a consensus regarding the adjustments to the Estimated Closing Statement, the Closing Adjustment shall be implemented based on the amounts originally provided in the Estimated Closing Statement.

Formalization of the Closing Adjustment. The Parties shall calculate the Closing Adjustment by incorporating each of the components thereof into the calculation of the Purchase Price set out in Section 3.1. For the avoidance of doubt, the Parties’ failure to agree with any comments to the Estimated Closing Statement, in and of itself, shall not give any Party the right to terminate this Agreement or excuse itself from implementing the Closing.

Settlement. The Closing Adjustment shall settle at Closing by having the relevant amount added or subtracted from the Closing Installment, as provided for in Section 3.1.3.

Post-Closing Adjustment. Given that the determination of the Closing Adjustment will be based on preliminary estimates, the Parties shall review and adjust the Purchase Price (“Post-Closing Adjustment”, referred to jointly with the Closing Adjustment as the “Purchase Price Adjustment”) to reflect any differences between (x) the Net Indebtedness considered for the Closing Adjustment and the Net Indebtedness as of the Closing Date; and (y) the amount of the Working Capital considered for the Closing Adjustment and the Working Capital as of the Closing Date; as well as (z) the reduction of the Closing Installment by the amount of Transaction Expenses which were not paid by the Target Entities up to the Closing Date.

Proposed Closing Statement. Within [***] following the Closing, the Buyer shall deliver, or cause to be delivered, to the Seller, a notice substantially in the form enclosed hereto as Exhibit 3.2.2(i) (the “Proposed Closing Statement”) setting forth the amount of the Target Entities’ Working Capital, Net Indebtedness and Transaction Expenses as of the Closing Date.

The Proposed Closing Statement shall be prepared and calculated by the Buyer in good faith in accordance with Accounting Principles, consistently applied, and in accordance with the sample Estimated Closing Statements attached hereto as Exhibit 3.2.

The Proposed Closing Statement shall include such schedules and data (including such schedules and data reasonably requested by the Seller) with respect to the determinations set forth therein as may be reasonably necessary to support the calculations set forth therein.

Review by Seller. The Seller shall, within [***] after the delivery by the Buyer of the Proposed Closing Statement (a “Review Period”), complete the review of the Proposed Closing Statement. The Review Period may be extended for an additional [***] period upon delivery, by and at the discretion of the Seller, of a notice to the Buyer.

During the Review Period, to the extent reasonably requested by the Seller and subject to the execution by the Seller of a customary access letter, the Buyer shall provide the Seller with reasonable access to its advisors’ and its own work documents and to the books and records of the applicable Target Entity used by the Buyer in preparing the Proposed Closing Statement.

The Proposed Closing Statement shall be binding and conclusive upon, and deemed accepted by, the Seller, unless the Seller notifies the Buyer in writing, within the applicable Review Period, of any good faith objection thereto (a “Seller’s Objection”).

Negotiation Period; Disputes. If the Buyer and the Seller are unable to resolve all of their disputes with respect to a Proposed Closing Statement within [***] following the Buyer’s receipt of the applicable Seller’s Objection (a “Negotiation Period”), they shall refer their remaining differences to the Appointed Expert to resolve such dispute. The Buyer and the Seller intend that this Section 3.2.2(iii) be treated as an agreement to arbitrate resolution of a Seller’s Objection, but the Appointed Expert shall resolve any such disagreements acting as expert and not as arbitrator by applying the Accounting Principles rather than by making an equitable decision, and its

The Buyer and the Seller shall execute and deliver any reasonable engagement letter required by the Appointed Expert; provided that if the Buyer or the Seller fails to execute and deliver any such engagement letter within [***] from the Appointed Expert’s request thereof, the non-failing Party shall be entitled to engage the Appointed Expert without the failing Party’s execution and delivery of any such engagement letter; provided further that any expenses relating to the engagement of the Appointed Expert shall continue to be allocated between the Parties pursuant to Section 3.2.3(iii).

Within [***] after the end of the Negotiation Period, the Buyer and the Seller each shall deliver to the other and to the Appointed Expert its position on each unresolved element of the Seller’s Objection in writing, supported by any documents upon which it relies.

The Parties shall provide the Appointed Expert with reasonable access to such working papers and other documents and information, and to such personnel, as the Appointed Expert may request.

The Appointed Expert shall: (I) be directed to resolve only those issues in dispute and render its determination based solely on the written submissions of the Buyer and the Seller and not on the Appointed Expert’s independent review; (II) not determine the value of any item to be outside of the range defined by the applicable Proposed Closing Statement and the applicable Seller’s Objection. No discovery shall be permitted, and no hearing shall be held. Neither the Buyer nor the Seller may disclose to the Appointed Expert, and the Appointed Expert may not consider for any purpose, any settlement discussions or settlement offer(s) made by or on behalf of either the Buyer or the Seller unless otherwise agreed by the Parties.

No Party shall (directly or indirectly, including by means of Representatives or other interposed Persons) engage in ex parte communications with the Appointed Expert in connection herewith. For the sake of clarity, any Party, as applicable, will be authorized to unilaterally engage the Appointed Expert upon the other Party’s inertia, failure to cooperate or otherwise comply with the proceedings set out in this Section. Any such engagement (or subsequent ex parte contacts with the Appointed Expert) shall not be deemed a breach of this Agreement or shall not be construed as a conflict of interest or otherwise prejudice the neutrality of the Appointed Expert.

The Appointed Expert shall deliver its written determination to the Buyer and the Seller no later than [***] after the remaining differences underlying the applicable Seller’s Objection are referred to the Appointed Expert, or such longer period of time as the Appointed Expert determines is necessary.

The Appointed Expert’s resolution of the disputed items submitted to it shall become final and binding on the Parties on the date the Appointed Expert delivers its final resolution in writing to the Buyer and Seller, and such resolution by the Appointed Expert shall not be subject to court review or otherwise appealable, absent manifest error or manifest failure by the Appointed Expert to adhere to the requirements of this Agreement.

The fees and expenses of the Appointed Expert shall be paid by the Parties according to Section 3.2.3(iii) below.

Settlement of the Post-Closing Adjustment. The Post-Closing Adjustment shall be settled as follows:

in case of a Post-Closing Adjustment in favor of Buyer, the amount, adjusted by CDI as from the Closing Date, shall be (I) deducted from (and up to the limit) of the Deferred Installment; (II) if the Deferred Installment is not sufficient, the deficit shall be paid directly by the Seller to the Buyer, within ten (10) Business Days as of the final determination of the Post-Closing Adjustment, in the banking account to be informed by the Buyer in writing at least five (5) Business Days in advance to the payment date;

in case of a Post-Closing Adjustment in favor of the Seller, the amount, adjusted by CDI as from the Closing Date, shall be added to the Deferred Installment.

Common provisions to the Closing Adjustment and Post-Closing Adjustment.

No changes to the Accounting Principles. For avoidance of doubt the Purchase Price Adjustments shall be determined and calculated pursuant to the Accounting Principles, so that it is not intended to permit the introduction of accounting principles and methodologies different from the Accounting Principles.

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Costs. Each Party shall bear the fees of its Representatives incurred in connection with the determination and review of the Purchase Price Adjustment. Any expenses relating to the engagement of the Appointed Expert with respect to a Proposed Closing Statement shall be allocated between the Buyer and the Seller, with the Seller’s share of such costs be in the same proportion that: (a) the aggregate amount of the unresolved items in the applicable Seller’s Objection submitted to the Appointed Expert that are resolved in favor of the Buyer bears to (b) the total amount of all unresolved items in the applicable Seller’s Objection submitted to the Appointed Expert.

Exclusive Remedy. The process set forth in this Section 3.2.2 shall be the sole and exclusive remedy of the Parties and their respective Affiliates for any disputes related to the Purchase Price Adjustments. After the final

Adjustment for payments

Pre-Closing Covenants

Cost for obtaining third party Consents

Interim operation of the Target Entities

Specific restrictions. Except as set forth in Exhibit 4.2, during the Interim Period, without the prior written consent of the Buyer (which shall not be unreasonably conditioned, withheld or delayed), the Seller will cause the Target Entities not to:

Except for Permitted Distributions, declare or pay any dividend or distribution of profits or assets, or make any payments in lieu of any dividend or distribution, or approve any issue, repurchase, payment, redemption or other return of share or loan capital declared, paid or made, or authorized or agreed to be paid or made, by any of the Target Entities;

Create, incur or assume any Indebtedness in an amount greater than [***] or otherwise breach any covenants set out in financial agreements of the Target Entities;

Incur any voluntary Liens on any of its properties or assets, other than Permitted Liens;

Issue, sell or otherwise dispose of any quotas of capital stock of any class or grant any option to subscribe for any quotas of capital stock or other equity or any class of securities convertible into or exchangeable for, or which otherwise confer on the holder any right to acquire, any equity, or redeem, retire, defease, repurchase or otherwise acquire any such securities, exception made for the (i) OSRB executing its buyout rights against the Managing Shareholders; (ii) repurchase of non-voting preferred shares by OSRB from Restaurant MPs in the context of closing restaurants or in the cases where a Restaurant MP resigns from its position or is otherwise terminated by OSRB; (iii) issuance of non-voting preferred shares to replace Restaurant MPs that have resigned from their position or that have been terminated by OSRB; in any case consistent with the past practice of the Target Entities during the preceding year and are informed to the Buyer;

execute any transformation, capital reduction, shares withdraw (resgate de ações) restitution of advancements for future capital increase (AFAC), advancements for future capital increase (AFAC), capital increase, merger, amalgamation, spin-off, winding-up, dissolution, filing for public company registration or filing for public offerings of securities or any other form of corporate restructuring or corporate reorganization involving the Target Entities;

Sell, lease, transfer, assign or otherwise dispose of any long-term assets (ativo não circulante) in excess of [***] in a single transaction but in no case more than [***] in the aggregate of disposals of long-term assets (ativo não circulante) during the Interim Period;

Make any capital expenditures (CAPEX) in excess of [***] in a single transaction but in no case more than [***] in the aggregate of all capital expenditures (CAPEX) during the Interim Period (in excess of the CAPEX expenditures listed in Exhibit 4.2 and CAPEX related to renovation and maintenance of restaurants in the Ordinary Course of Business;

Enter into any new line of business;

Open, close or suspend the operations of restaurants unless as a result of an Order, verbal or written instructions from Governmental Authorities, landlords and/or shopping malls in which the restaurants operate, as well as necessary to address imminent threats to public safety, employees and customers or as otherwise required to comply with the law;

Make any change in its accounting methods or practices, except in the Ordinary Course or as required by concurrent changes in accounting principles generally accepted in Brazil (BR GAAP), or change its external auditor;

Sell, assign, transfer, allow to expire or lapse or grant any license or sublicense of any rights under or with respect to any Intellectual Property owned by the Target Entities;

Enter into, amend or renew any Affiliate Transaction;

Enter into, establish, adopt, amend, modify or terminate any Benefit Plan or Legacy Undertaking in respect of any current or former Managing Shareholder, director, officer, hyper sufficient employee, or independent contractor (or any dependent or beneficiary of any of the foregoing persons), including taking any action that accelerates the vesting or exercisability of, or the payment or distribution with respect to, stock options, restricted stock or other compensation or benefits payable thereunder, except for changes that are required by applicable Law or to satisfy the existing terms of Benefit Plans or Legacy Undertakings listed in Exhibit 1.1(A) which cannot be modified or amended after the Execution Date;

Enter into, terminate, amend or otherwise modify any Material Contract other than extensions/renewal of existing agreements in the Ordinary Course of Business;

Change an annual accounting period, adopt or change any accounting method with respect to Taxes, enter into any closing agreement, settle or compromise any proceeding with respect to any Tax claim or assessment relating to any Target Entity, surrender any right to claim a refund of Taxes, or consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to any Target Entity, except for any actions, omissions or changes made in the Ordinary Course and that would not otherwise voluntarily change the Tax rates applicable to the Target Entities;

Increase the compensation, grant of any salary or compensation increases (including dividends), new benefits and/or grant bonuses or incentives, as well as increase in the salaries and other forms of compensation of any officers, directors and other Persons holding the position of vice president or above within the Target Entities;

Cause the payroll cost of the Target Entities to be increased by more than [***];

Grant any discounts to customers or suppliers outside the Ordinary Course of Business;

Except for transactions that fall into any of the other more specific items set forth in this Section 4.2.1, enter into any transaction or series of related transactions with an amount of consideration in excess of [***] (it being understood that transactions with suppliers to the restaurants operated by OSRB will not be subject to the restriction hereunder);

(i) waiver or assignment by the Target Entities of any material rights, privileges or powers arising from Law or Material Agreements, or (ii) guaranteeing or providing collaterals for any obligation of Third Parties;

Execution, modification or termination of any partnership, joint venture or association, strategic alliance, partners agreement or other similar agreement;

Amend the articles of association/bylaws of the Target Entities other than those required to implement actions authorized by this Section 4.2.1 (in particular items (a), (d), (i) – to the extent the opening and closing of restaurants triggers one of the events of item (d)) or strictly clerical amendments;

Acquire any securities issued by any other Person or incorporate any other Person;

File any petition for judicial or extrajudicial reorganization or voluntary bankruptcy;

payment of any agents or consultants in amounts or manners that are not consistent with the Ordinary Course of Business; and

Authorize, agree or commit to do any of the foregoing.

Waiver; consent. Any waiver and/or consent requested in respect of any action or inaction not permitted under Section 4.2 shall be made in writing and submitted via e-mails to cemartins@vincipartners.com and fhallot@vincipartners.com, to the attention of Messrs. Carlos Eduardo Martins and Felipe Hallot, acting in the capacity of the representative appointed by the Buyer under this Agreement (“Buyer Representative”).

The Buyer Representative shall have the right to approve or deny (in writing) any such request, provided that it shall not unreasonably deny, withhold, or delay any waivers or consents, reasonably requested under this Section 4.2.2.

The Buyer Representative shall give prompt consideration to any waiver and/or consent requested by the Seller. If no written denial is given in respect of any such request by the Buyer Representative within five (5) Business Days from the date of receipt of the applicable request by the Buyer Representative, the request shall be deemed accepted. If any matter requires urgent action to prevent the Target Entities from incurring Losses or disrupting its activities, Seller may, in writing, request that the Buyer shortens the review period to two (2) Business Days, explaining in detail the reasons for the urgent approval. In such cases, the Buyer shall promptly and urgently consider any waiver or consent requested by the Seller and respond within the shortened period.

Publicity

Tax actions

Conditions to Closing

Mutual conditions

No Legal Impediment. No Law shall have been enacted or promulgated or be in effect that prohibits or would be violated by the consummation of the Closing, and there shall be no Order in effect precluding consummation of the Closing; provided that the Parties shall use their reasonable best efforts to have any such Order vacated or lifted.

Conditions to Obligations of the Buyer to consummate the Closing

Representations and Warranties. All of the:

Fundamental Representations of the Seller and the Fundamental Representations of the Company (as updated pursuant to Section 6.3.1) shall be true and correct in all respects as of the date hereof and as of the Closing Date (or if made as of a specified date, as of such date); and

Representations and warranties of the Seller and Representations and warranties of the Company (as updated pursuant to Section 6.3.1) that are not the Fundamental Representations of the Seller or Fundamental Representations of the Company shall be true and correct in all material respects as of the date hereof and as of the Closing Date (except for representations and warranties made as of a specified date, which shall be true and correct in all material respects as of such specified date). The representations and warranties updated pursuant to Section 6.3.1 shall not be deemed false or incorrect under the terms of this Agreement considering their language before the update.

No Breach or Violation by the Seller. Seller shall have performed and/or complied, in all material respects, with all of its covenants and agreements to be performed or complied with by it under this Agreement.

Affiliate Transactions. The Seller shall have caused the Affiliate Transactions listed in Exhibit 5.2.3 to be settled, terminated and cancelled.

Consents. The Consents set forth in Exhibit 5.2.4 shall have been obtained.

Material Adverse Effect. There shall be no Material Adverse Effect that is not cured by the Closing Date.

Conditions to Obligations of the Seller to consummate the Closing

Representations and Warranties. All of the:

Fundamental Representations of the Buyer shall be true and correct in all respects as of the date hereof and as of the Closing Date (or if made as of a specified date, as of such date); and

Representations and warranties of the Buyer set forth in this Agreement (other than the Fundamental Representations of the Buyer) shall be true and correct in all material respects as of the date hereof and as of the Closing Date (or if made as of a specified date, as of such date).

No Breach or Violation by the Buyer. The Buyer shall have performed and complied, in all material respects, with all of its covenants and agreements to be performed or complied with by it under this Agreement.

Cooperation

Waiver

The Mutual Condition Precedent has been stipulated for the benefit of all of the Parties and, therefore, may only be waived, in whole or in part, by means of a written instrument executed by Buyer jointly with the Seller;

The Conditions Precedent to the benefit of the Buyer have been stipulated for the sole benefit of the Buyer and, therefore, may only be waived, in whole or in part, by means of a written instrument executed by Buyer; and

The Conditions Precedent to the benefit of the Seller have been stipulated for the sole the benefit of the Seller and, therefore, may only be waived, in whole or in part, by means of a written instrument executed by the Seller.

Frustration of Conditions Precedent

Closing

Closing Confirmation

Confirmation. The recipient(s) of the Closing Notice shall have a five (5) Business Days period to confirm the Closing or challenge the verification of the Conditions Precedent (“Closing Confirmation”).

Dispute. The Parties shall endeavor commercially reasonable efforts to settle any dispute to the Closing Notice within two (2) days from receipt of a challenge thereto.

Time and Place of Closing

Seller’s Deliveries

Disclosure Schedules. An update to the Disclosure Schedules reflecting any exceptions to the Seller’s or Company’s representations and warranties which the triggering event (fato gerador) has occurred during the period between signing of this Agreement and Closing. Except as required to reflect actions or events authorized by the Buyer or under Section 4.2, the Seller shall not be entitled to update the Disclosure Schedules (i) in connection with Fundamental Representations; (ii) to the extent the updates to the Disclosure Schedules, individually or in the aggregate, cause or are likely to cause a Material Adverse Event; (iii) to reflect actions taken in breach of the interim covenants under Section 4.2 or other covenants of this Agreement.

Buyer’s Deliveries

Closing Installment. Evidence that the Closing Installment was effectively transferred to the Seller.

Parties’ Deliveries

Amendment to the Articles of Association of the Company. An amendment to the articles of association of the Company to: (i) reflect the purchase and sale of the Target Equity Interest, with the corresponding admission of the Buyer as a quotaholder of the Company; (ii) approve the transformation of the Company into a corporation (sociedade por ações) and ancillary resolutions, including the approval of the bylaws (which shall reflect the terms of the Shareholders’ Agreement and the full set of matters under the authority of the Shareholders, Board of Directors and Executive Officers); (iii) elect the members of the Board of Directors (membros do conselho de administração) of the Company; and (iv) change the corporate name of the Company pursuant to Section 6.11.2.

Shareholders Agreement. The Parties and the Company shall enter into a Shareholders Agreement substantially in the form of Exhibit 6.5.2 (“Shareholders Agreement”), and the Parties shall cause the Company to (i) record the Shareholders Agreement in its appropriate corporate books, and (ii) file the Shareholders Agreement in its head offices.

Company’s Board of Directors Meeting. The Parties shall hold a Company’s Shareholder Meeting to elect the new members of the Board of Directors (Conselho de Administração).

Franchise Agreements. The Seller shall cause Outback Steakhouse International, L.P., and the Buyer shall cause its representatives in the management of OSRB to enter into an amendment to the Current Franchise Agreements substantially in the form of Exhibit 6.5.4(A), Exhibit 6.5.4(B) and Exhibit 6.5.4(C) (the “Amended and Restated Franchise Agreements”).

[***].

Closing memorandum. The Parties shall execute a closing memorandum (ii) confirming the satisfaction or waiver (as the case may be) of the Conditions Precedent have been satisfied or waived (as the case may be) and, (iii) as the case may be, updating the Disclosure Schedules in accordance with Section 7.3.2(i); and (iv) confirming the consummation of the Closing.

Simultaneous actions at Closing

Equity stakes at the completion of the Closing

Cooperation

Failure to consummate the Closing

Exclusivity

during the period from the date hereof up to the termination of this Agreement or the conclusion of the Closing (as applicable) the Seller and the Target Entities agree not to discuss or negotiate with any Person with respect to any Competing Transaction other than the Buyer, and not to, and to direct each of their respective Affiliates and their Affiliates’ respective representatives not to, directly or indirectly:

solicit, initiate or knowingly encourage (including by way of furnishing non-public information), any transactions, inquiries or the making of any proposal for any Competing Transaction;

enter into, continue or otherwise participate in any discussions or negotiations regarding, or otherwise cooperate with, or assist or participate in any effort or attempt by any Person with respect to any Competing Transaction; or

enter into any contract, agreement or arrangement with any Person other than the Potential Buyer with respect to any Competing Transaction.

Money damages would not be a sufficient remedy for any breach of this Section and, in addition to all other remedies available under applicable Law and this Agreement, the Parties shall be entitled to seek, in addition to damages, specific performance and injunctive or other equitable relief as a remedy for any such breach by the other Party or its representatives.

Post-Closing Obligations

Record and registries. At the Closing Date or promptly after, the management of the Company (with the cooperation of the Parties) shall apply for the update of the registration information of the Target Entities with the Governmental Authorities to which the Target Entities are subject in order to take into consideration the transformation into a corporation (and the opening of the corporate ledger books – livros societários), change of corporate names and the appointment of the directors and officers, including, to the extent applicable, with the applicable Board of Trade (Junta Comercial), Brazilian Central Bank (Banco Central do Brasil), Brazilian Internal Revenue Service (Receita Federal do Brasil), Secretary of Finance (Secretaria da Fazenda) of the States where the Target Entities are subject to registrations, as well as municipal and state registrations, within up to fifteen (15) days counted as from the Closing Date (or within any shorter period required under the applicable Law).

Use of Business Name. As of and after the Closing, (i) the Target Entities and the Buyer shall not, directly or indirectly, use or do business, under the names or marks “Bloom”, “Bloomin Brands” (or any other name confusingly similar to such names and marks) in connection with any telecommunication infrastructure businesses in Brazil and (ii) the Target Entities and the Buyer shall each cause its Affiliates not to use or do business, under the names or marks “Bloom”, “Bloomin Brands”.

Legacy Undertakings. [***].

Representations and Warranties

Representations and warranties of the Seller

Organization. The Seller is a limited liability company duly organized and validly existing under the laws of the Netherlands. The Seller has all requisite power, authority, legal capacity and all necessary Governmental Authorizations to consummate the Transaction and sell the Target Equity Interest.

Authorization. Seller has the requisite power, authority and legal capacity to execute and deliver this Agreement and the Ancillary Agreements to which it will be a party, to consummate the Transaction, and to perform its obligations under this Agreement and the Ancillary Agreements to which it is a party. The execution, delivery and performance by the Seller of this Agreement and the Ancillary Agreements to which it will be a party and the consummation of the Transactions have been duly authorized by the Managing Persons of the Seller, as applicable, and no other action on the part of the Seller is necessary to authorize the execution, delivery or performance by the Seller of this Agreement or the Ancillary Agreements to which it will be a party or the consummation of the Transactions.

Execution; Validity of Agreement. This Agreement has been, and each of the Ancillary Agreements when executed and delivered by the Buyer and Target Entities will be, duly executed and delivered by the Seller and is (or will be in the case of the Ancillary Agreements) a legal, valid and binding obligation of the Seller thereto, enforceable against the Seller in accordance with its terms.

Company Equity Interests. The Seller owns the Target Equity Interest with good and valid title, free and clear of all Liens. Other than provided in the Transaction Documents, there are no voting trusts, member agreements, call options, put options, preemptive rights, rights of first refusal, first offer or right to match, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Target Equity Interest and, except for the Managing Shareholders Agreement, the remaining equity stake of the Company.

Consents and Approvals; No Conflicts; No Violations. Except as listed in Section 7.2.6 of the Disclosure Schedule, neither the execution, delivery or performance of this Agreement and the Ancillary Agreements by the Seller nor the consummation by the Seller of the Transaction will: (i) conflict with or result in a breach or violation of (with or without notice or lapse of time or both) any provision of the Organizational Documents of the Seller or (ii) breach or violate any Law or Order applicable to the Seller or give any Governmental Authority the right to exercise any remedy or obtain any relief under any Law or Order to challenge the validity or effectiveness of the Transaction (including the right to revoke, withdraw, suspend, cancel, terminate or modify any Governmental Authorization) or (iii) require any filing with, giving notice to, or obtaining any Consent of, any Governmental Authority or any other Person.

Legal Proceedings. There are no (i) Claims pending or, to the actual knowledge of the Seller, threatened in writing by or against or affecting the Seller, or (ii) Governmental Orders by which the Seller or any of its assets or properties, are bound, in the case of either of items (i) or (ii) that would prevent or impair the ability of the Seller to consummate the transactions contemplated hereby.

Brokers or Finders. Except for the Legacy Undertakings, neither the Seller or any Person acting on behalf of the Seller, has entered into any Contract entitling any agent, broker, investment banker, financial advisor or other Person to any broker’s or finder’s fee or any other commission or similar fee in connection with any of the Transaction which may be charged or collected against the Target Entities and/or the Buyer.

Absence of certain practices.

Anti-Corruption Laws. Neither the Seller, nor (to the Seller’s Knowledge) any Managing Person thereof has (a) made any contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment to any Person, private or public, regardless of form, whether in money, property, or services, to obtain favorable treatment in securing business, to pay for favorable treatment for business secured, to obtain special concessions or for special concessions already obtained, for or in respect of the Seller, or in violation of any Anti-Corruption Laws, or (b) established or maintained any fund or asset that has not been recorded in the financial statements or other books and records of the Seller, as applicable.

Money Laundering Laws. The operations of the Seller comply with applicable Anti-Money Laundering Laws and no Litigation involving the Seller with respect to Anti-Money Laundering Laws is pending or threatened.

Economic Sanctions Laws. Neither the Seller, nor any Managing Person thereof (a) is a target, specially designated national or blocked person under applicable Economic Sanctions Laws, or (b) has engaged in business with any person or in any country prohibited by Economic Sanctions Laws.

Representations and warranties regarding the Target Entities

Organization. The Company is a limited liability company and, on the Closing Date, immediately after the consummation of the Closing, will be a corporation (sociedade por ações) duly organized and validly existing under the laws of Brazil. OSRB is a privately held corporation (sociedade por ações) duly organized and validly existing under the laws of Brazil. Each of the Target Entities has all the requisite power, authority, legal capacity and all necessary Governmental Authorizations to consummate the Transaction and to conduct its businesses and to own or lease and to operate its properties as and in the places where their businesses are conducted and such properties are owned, leased or operated.

Authorization. The Target Entities have the requisite power, authority and legal capacity to execute and deliver this Agreement and the Ancillary Agreements to which it will be a party, to consummate the Transaction, and to perform its obligations under this Agreement and the Ancillary Agreements to which it is a party. The execution, delivery and performance by the Target Entities of this Agreement and the Ancillary Agreements to which it will be a party and the consummation of the Transaction have been duly authorized by the Managing Persons of the Target Entities, and no other action on the part of the Target Entities is necessary to authorize the execution, delivery or performance by the Target Entities of this Agreement or the Ancillary Agreements to which it will be a party or the consummation of the Transaction.

Execution; Validity of Agreement. This Agreement has been, and each of the Ancillary Agreements when executed and delivered by the Buyer and Seller will be, duly executed and delivered by the Target Entities parties thereto and is (or will be in the case of the Ancillary Agreements) a legal, valid and binding obligation of the Target Entities party thereto, enforceable against the Target Entities parties thereto in accordance with its terms.

Subsidiaries. OSRB is the only Subsidiary of the Company. OSRB does not have any Subsidiary and does not hold equity in other Persons.

Capitalization; Title to Quotas and Shares. The share capital of each Target Entity is set forth in Section 7.2.5 of the Disclosure Schedule. The shares and quotas of the Target Entities have been duly authorized and validly issued, are fully paid and were not issued in contravention of any pre-emptive rights, rights of first refusal or first offer or similar rights.

The Seller owns the Target Equity Interest, beneficially and of record, free and clear of any Liens. Upon delivery of and payment for the Target Equity Interest, at the Closing, Buyer will acquire valid title to all of the Target Equity Interest, free and clear of any Liens.

Except as set forth in the Managing Shareholders Agreements, there are no outstanding:

Shares of capital stock of or other equity interests in the Target Entities;

Securities of the Target Entities convertible into or exercisable or exchangeable for shares of capital stock of or other equity interests in the Company;

Options, warrants or stock appreciation, phantom stock, pre-emptive or other rights or agreements, commitments or understandings of any kind, including rights of first refusal or first offer, to acquire from Seller, or other obligation of Seller or the Target Entities to issue, transfer or sell any capital stock, of or other equity interests in or securities convertible into or exercisable or exchangeable for capital stock of or other equity interests in the Target Entities;

Obligations measured by the price or value of any shares of capital stock of or other equity interests in the Target Entities;

Voting trusts, proxies, shareholder agreements or other similar Contracts to which any of the Target Entities is a party or by which any of the Target Entities is bound with respect to the voting of any shares of capital stock of or other equity interests in, or the participation in or direction of the election of any director or officer of, the Target Entities; or

Derivative Securities or outstanding obligations of the Target Entities to repurchase, redeem or otherwise acquire any Derivative Securities.

Consents and Approvals; No Conflicts; No Violations. Except as listed in Section 7.2.6 of the Disclosure Schedule, neither the execution, delivery or performance of this Agreement and the Ancillary Agreements by the Target Entities nor the consummation by the Target Entities of the Transaction will: (i) conflict with or result in a breach or violation of (with or without notice or lapse of time or both) any provision of the Organizational Documents of the Target Entities or (ii) breach or violate any Law or Order applicable to the Target Entities or give any Governmental Authority the right to exercise any remedy or obtain any relief under any Law or Order to challenge the validity or effectiveness of the Transaction (including the right to revoke, withdraw, suspend, cancel, terminate or modify any Governmental Authorization) or (iii) require any filing with, giving notice to, or obtaining any Consent of, any Governmental Authority or any other Person.

Reference Financial Statements; No Undisclosed Liabilities; Certain Operational Metrics. The Reference Financial Statements of the Company have been prepared in accordance with applicable Law and the Accounting Principles applied on a consistent basis during the periods involved, fairly present in all material respects the consolidated financial position, the results of operations and cash flows of the Target Entities, as of the times and for the periods referred to therein, and the presumed income taxation regime and in terms consistent with those used for the financial statements in relation to past fiscal years. The Reference Financial

The Target Entities have established and maintain, adhere to and enforce a system of internal accounting controls that substantially comply with applicable Law and is effective, in all material respects, in providing assurance regarding the reliability of financial reporting and the preparation of their respective Financial Statements in accordance with the Accounting Principles.

The Target Entities do not have any Indebtedness except as those properly booked at its financial statements.

Affiliate Transactions. Section 7.2.8 of the Disclosure Schedule lists all Affiliate Transactions in force on the date hereof (other than the Franchise Agreements, which will be amended and restated at the Closing pursuant to Section 6.5.4).

Material Contracts. Section 7.2.9 of the Disclosure Schedule sets forth a true and correct list, as of the date hereof, of each Material Contract to which any Target Entity is a party or by which any Target Entity’s Property is bound. Except as set forth on Section 7.2.9 of the Disclosure Schedule and to the Company’s Knowledge:

There is not and there has not been alleged by any Person with respect to any Material Contract, any material breach or violation or event that, with notice or lapse of time or both, could reasonably be expected to constitute a material breach or violation on the part of any Target Entity,

No Consent from, or notice to, any Governmental Authority or other Person is required in order to maintain in full force and effect any of the Material Contracts following the Closing (including as a result of “change of control” provisions therein), other than such Consents as have been obtained and are unconditional and in full force and effect and such notices as have been duly given,

Each Material Contract is a legal, valid, and binding agreement of each Target Entity that is a party to such Material Contract and, of the other parties thereto, enforceable in accordance with its terms and is in full force and effect and

No party to any Material Contract has threatened to terminate, breach, or violate or seek to renegotiate such Material Contract due to the Transaction.

Owned Real Property. The Target Entities do not hold title to any real property.

Leased Property: Section 7.2.11 of the Disclosure Schedule contains a true and complete list of all (i) Leased Real Property and (ii) all leases of Leased Real Property under which the Target Entities lease or sublease the Leased Real Property (as lessee, sub lessee or sub lessor), with the enrolment numbers of the relevant real estate record files. Each lease of Leased Real Properties is a valid and binding obligation of a Target Entity, in full force and effect, and enforceable in accordance with its terms. The Target Entities have good and valid leasehold title to the Leased Real Properties. The Target Entities have the material permits, licenses, approvals, consents, and other authorizations which are necessary to conduct their businesses in the Leased Real Properties in material compliance with the applicable Laws, and, to the Company’s Knowledge, have not been challenged by any third party. No notice has been received by a Target Entity alleging (a) that it is in breach or default in any respect under any Lease, or (b) that a Target Entity is in material breach or default of any lease of Leased Real Properties. None of the Target Entities have subleased or granted to any Person any security interest or right to use and occupy all or any portion of any Leased Real Property.

Intellectual Property and IT Systems. The Target Entities do not own any Intellectual Property and have valid licenses or applications to use the Intellectual Properties necessary to conduct their Business in the Ordinary Course, free and clear of any restrictions or Liens. The Target Entities’ right to use the Intellectual Properties is regulated by the Current Franchise Agreement, and, to the Company’s Knowledge, none of the Intellectual Property used by the Target Entities is being used in violation of the Current Franchise Agreement or any contractual obligation binding on the Target Entities in violation of the rights of any Person.

No material software used by the Target Entities incorporates, is derived from, is based upon or otherwise interacts with any software subject to an “open source” or similar license that requires the licensing, offer or provision of source code to others if the applicable software is licensed, made available, distributed or conveyed to others.

The IT Systems owned, licensed, sublicensed or leased by the Target Entities and used in the operation of the Business are adequate in all material respects for their intended use and for the operation of the Business as currently conducted and comply with applicable Law in all material respects. Each Target Entity has (a) taken commercially reasonable measures to maintain and protect the operation and security of its IT Systems and (b) substantially complied with all applicable Laws, policies, procedures and industry standards concerning data security, privacy, and the collection and use of personal information and user information gathered or accessed in the course of the operations of the Business; and has established and maintained appropriate policies and procedures to materially comply and monitor compliance with such Laws, policies, procedures and standards.

To the Company’s Knowledge, in the past three (3) years, there has been no failure of any portion of any IT System that has resulted in a material disruption or interruption in the operation of the Target Entities.

Neither the execution, delivery or performance of this Agreement and the Ancillary Agreements by the Target Entities nor the consummation of the Transaction will materially and adversely affect the IT Systems owned, licensed, sublicensed or leased by the Target Entities and used in the operation of the Business, or any data contained therein.

Insurance. Section 7.2.13 of the Disclosure Schedule lists all insurance policies relating to the Business or the employees, officers or directors (in their capacity as such) of the Target Entities. No coverage has been denied or disputed by the underwriters under any of such policies or in respect of which such underwriters have reserved their rights. All premiums payable under such policies have been paid, and each of the Target Entities, as applicable, has otherwise complied in all material respects with the terms and conditions of such policies. The Target Entities have not received written notice of, and to the Company’s Knowledge, there is no threatened termination of, material premium increase with respect to, or material alteration of coverage under, any of such policies to the extent that such termination, increase or alteration relates to the Target Entities.

Governmental Authorizations. Section 7.2.14 of the Disclosure Schedule sets forth a true, correct and complete list of all material Governmental Authorizations required for the operation of the Business in compliance with material respects of the applicable Law. To the Company’s Knowledge, no Target Entity is incurring a breach or violation of any such Governmental Authorization Claim greater than the De Minimis Amount or that could otherwise result in the suspension of the operation of OSRB’s restaurants.

Environmental Matters. The Target Entities comply with all material respects with applicable Environmental Laws. To the Company’s Knowledge, no written notice of violation, notification of liability or request for information has been received by the Target Entities and no Litigation is pending or, to the Company’s Knowledge, threatened by any Person against the Target Entities relating to or arising out of any Environmental Law.

Labor Matters. [***]. Except as set forth on Section 7.2.16 of the Disclosure Schedule:

There is not now pending and there has not for the past five (5) years, been any material labor dispute, strike, lockout, sympathy strike, concerted work slowdown or stoppage, hand billing, picketing, primary or secondary boycott, or other similar labor or employment activity or difficulty, with respect to any Target Entity, and to the Company’s Knowledge, no such action is threatened against any Target Entity.

The Target Entities are not a party to or bound by any, collective bargaining Contract or similar Contract with any labor organization applicable to employees of any Target Entity, nor has any Target Entity been such a party or been so bound in the past five (5) years.

To the Company’s Knowledge, the Target Entities have complied in all material respects with all employment Contracts, employment policies (whether written or non-written), collective bargaining Contracts, collective bargaining obligations, terms and conditions of employment (in all of the foregoing cases limited to employees of the Target Entities other than restaurant staff below management level), settlement agreements, consent decrees, arbitration awards, all social security obligations and debts arising in connection with social security obligations, and social security, labor and employment Laws and any Orders resulting from alleged violations of any labor and employment Laws and have no Liability for any arrears of wages, accrued benefits, Taxes or penalties for any failure to comply with any of the foregoing that have not been settled or challenged in good faith.

The Managing Shareholders have true management powers with respect to the applicable restaurants to which they render services to, within the limits and scope of each Managing Shareholders role within such restaurants pursuant to the Managing Shareholders Agreements. To the Company’s Knowledge, the Managing Shareholders do not have a labor relationship with OSRB.

Employee Benefit Plans. Section 7.2.17 of the Disclosure Schedule contains a true, correct and complete list of each Benefit Plan.

Each Benefit Plan has been established, maintained, funded, operated and administered in compliance in all material respects with its terms and applicable Law.

No Target Entity has any obligation to create any additional Benefit Plan, program or arrangement or to provide any additional or increased benefits, and no additional or increased benefits have been proposed, requested or demanded in writing by any employees. No Target Entity has made any legally enforceable commitment or obligation or representation to any employee, consultant, or independent contractor, to adopt, amend or modify any Benefit Plan or any collective bargaining agreement, in connection with the consummation of the Transaction or otherwise.

[***].

Except as disclosed on Section 7.2.17 of the Disclosure Schedule, no Benefit Plan of the Target Entities provides or has any obligation to provide (or contribute toward the cost of) post-employment or post-termination benefits of any kind, including death and medical benefits, with respect to any current or former Managing Persons, officers, employees, independent contractors, or agents of any Target Entity, other than (a) continuation coverage mandated by applicable Law, (b) retirement benefits under any Benefit Plan that is qualified under any applicable Law, and (c) deferred compensation that is accrued as a Liability on the Financial Statements of the Target Entities and the Final Closing Statement.

Each Benefit Plan which is required to be registered or approved by any Governmental Authority, has been so registered and approved and, to the Company’s Knowledge, has been maintained in material good standing with applicable requirements of the Governmental Authorities in all material

Tax Matters. Except as disclosed on Section 7.2.18 of the Disclosure Schedule:

The Target Entities have never been notified of any Claim made by a Tax Authority in a jurisdiction where any Target Entity does not file Tax Returns that any Target Entity is or may be subject to taxation by, or required to file Tax Returns in, that jurisdiction, and, to the Company’s Knowledge, there is no basis for any such claim to be made.

To the Company’s Knowledge, no dispute, audit, investigation, examination, proceeding or claim by any Tax Authority concerning any Tax liability of any Target Entity is currently in progress or, to the Company’s Knowledge, threatened in writing or contemplated. No deficiency for Taxes has been asserted or assessed against any Target Entity that has not been resolved and paid in full.

No Target Entity has applied for and/or received a ruling from any Tax Authority regarding a past or prospective transaction of any Target Entity that materially affects or could materially affect the Tax liability of any Target Entity, as applicable, after the Closing Date. The results of any settlement and the necessary adjustments resulting therefrom are properly reflected in the Financial Statements of the Company (and will be properly reflected in the Final Closing Statement). No Target Entity has executed any binding written agreement with any Tax Authority that could affect the Tax liability of any Target Entity after the Closing Date.

No Target Entity is required to make any adjustment by reason of any change in any accounting methods, and, to the Company’s Knowledge, will not be required to make such an adjustment as a result of the Transaction. There is no application pending with any Governmental Authority requesting permission for any changes in any accounting methods for Tax purposes, and no Governmental Authority has proposed any such adjustment or change in accounting method.

There is no outstanding Contract or waiver made by or on behalf of any Target Entity for the extension of time for any applicable statute of limitations, and no Target Entity has requested any extension of time in which to file any Tax Return.

There are no Liens with respect to Taxes upon any asset of any Target Entity.

No Target Entity is a party to, or bound by, any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or similar Contract. No Target Entity has any Liability for the Tax of any Person (other than in the case of a Target Entity another Target Entity) under any applicable Law or as a transferee, successor, by Contract, or otherwise. No Target Entity is or has been a member of any consolidated, combined, unitary or similar Tax group (other than in the case of a Target Entity a group the members of which are solely the Target Entities).

Each Target Entity has withheld, collected and deposited all Taxes that are required to be withheld, collected and deposited to comply with the applicable Law in all material aspects, including all Taxes that such Target Entity is obligated to withhold from amounts paid or payable to or benefits conferred upon employees, creditors and third parties.

Litigation. Except as set forth on Section 7.2.19 of the Disclosure Schedule there is no Litigation pending or, to the Company’s Knowledge, threatened, against or involving any Target Entity that if determined adversely to any Target Entity would result in (i) an injunction or other equitable relief that could materially interfere with the business or operations of any Target Entity or (ii) Losses by any of the Target Entities exceeding the De Minimis Amount.

Solvency. The present fair value of each Target Entity’s assets exceeds its respective Liabilities, and the Closing of the Transaction shall not modify this situation, and each Target Entity is, and at Closing will be, able to pay its Liabilities as they come due in the Ordinary Course of Business and the Closing of the Transaction shall not modify this situation.

Each of the Target Entities is (and, on the Closing Date, will be) solvent and the Closing of the Transaction shall not modify this situation and does not constitute fraud or risk of fraud to any creditor or enforcement action.

To the Company’s Knowledge, no petition or application has been filed or Litigation commenced by or against any Target Entity under any Law relating to bankruptcy, dissolution, liquidation, judicial or extrajudicial reorganization, fraudulent transfer, compromise, arrangements, insolvency, readjustment of debt or creditors’ rights, protest (protesto) or collection (execução) of Indebtedness, and no assignment has been made by any Target Entity for the benefit of creditors, and each of the Target Entities has no intention of performing any of the above.

No Indebtedness has been accelerated or in any way requested for prepayment by any creditor or interested party.

Absence of certain practices.

Anti-Corruption Laws. Neither the Target Entities, nor (to the Company’s Knowledge) any Managing Person of the Target Entities, nor any Person acting for or on behalf of any of the Target Entities has (a) made any contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment to any Person, private or public, regardless of form, whether in money, property, or services, to obtain favorable treatment in securing business, to pay for favorable treatment for business secured, to obtain special concessions or for special concessions already obtained, for or in respect of any of the Target Entities, or in violation of any Anti-Corruption Laws, or (b) established or maintained any fund or asset that has not been recorded in the financial statements or other books and records of the Target Entities, as applicable.

Money Laundering Laws. The operations of the Target Entities comply with applicable Anti-Money Laundering Laws and no Litigation involving the Target Entities with respect to Anti-Money Laundering Laws is pending or threatened.

Economic Sanctions Laws. Neither the Target Entities, nor (to the Company’s Knowledge) any Managing Person of the Target Entities: (a) is a target, specially designated national or blocked person under applicable Economic Sanctions Laws, or (b) has engaged in business with any person or in any country prohibited by Economic Sanctions Laws.

Foreign Exchange Control Regulations and Registrations. To the Company’s Knowledge, the Target Entities have substantially complied with the material aspects of the foreign exchange control regulations.

Brokers or Finders. Except for [***] and those Contracts listed on Section 7.2.23 of the Disclosure Schedule, neither the Target Entities or any Person acting on behalf of the Target Entities, has entered into any Contract entitling any agent, broker, investment banker, financial advisor or other Person to any broker’s or finder’s fee or any other commission or similar fee in connection with any of the Transaction.

[***].

Common provisions regarding the representations and warranties set forth in Sections 7.1 and 7.2

Schedules. The disclosure of any matter in a particular Section of the Disclosure Schedule shall be deemed to be disclosed with respect to (i) the representations and warranties of Seller that are contained in the corresponding Section of this Agreement and (ii) any other representations and warranties of Seller contained in this Agreement, but only if the relevance of that reference as a disclosure for purposes of such representations and warranties would be readily apparent to a reasonable person who has read that reference and such representations and warranties. The disclosure of any matter in the Disclosure Schedule is not to be treated as constituting or implying (a) any representation, warranty, assurance or undertaking by Seller or Company not expressly set forth in the Agreement, nor to be treated as adding to or extending the scope of any of Seller’s or the Target Entities’ representations or warranties in the Agreement; and (b) any confession, acknowledgement or admission of wrongdoing or fault by the Target Entities.

Further Representations and Warranties. All disclosures made by Seller in any representation, warranty or Schedule to this Agreement shall supplement the remaining representation, warranties or Schedules as if originally made in the supplemented representation, warranty or Schedule.

All representations and warranties under Sections 7.1 and 7.2 shall be deemed supplemented by the updated Disclosure Schedules pursuant to Section 6.3.1 to be delivered by the Seller or Company at Closing, with the content thereof becoming incorporated into and construed as an integral part of the Seller’s representations and warranties hereunder.

Except as to those matters covered by the representations and warranties in Sections 7.1 and 7.2 to this Agreement, neither the Seller nor any of the Target Entities makes any other representations or warranties whatsoever to the Buyer (including any implied or express warranty as to the condition, value or quality of the business of the Target Entities or implied or express warranty of merchantability, fitness for a particular purpose or conformity to models or samples of materials).

Representations and warranties of the Buyer

Organization. The Buyer is a sociedade por ações (corporation) duly organized, validly existing and in good standing under the laws of the Federative Republic of Brazil. The Buyer has all requisite power, authority, legal capacity and all necessary Governmental Authorizations to consummate the Transaction, purchase the Target Equity Interest and fulfill its duties and responsibilities under this Agreement and as a quotaholder/shareholder of the Target Entities.

Authorization. The Buyer has the requisite power, authority and legal capacity to execute and deliver this Agreement and the Ancillary Agreements to which it will be a party, to consummate the Transaction, and to perform its obligations under this Agreement and the Ancillary Agreements to which it is a party. The execution, delivery and performance by the Buyer of this Agreement and the Ancillary Agreements to which it will be a party and the consummation of the Transactions have been duly authorized by the Managing Persons of the Buyer, and no other action on the part of the Buyer or any Affiliate thereof is necessary to authorize the execution, delivery or performance by the Buyer of this Agreement or the Ancillary Agreements to which it will be a party or the consummation of the Transactions.

Execution; Validity of Agreement. This Agreement has been, and each of the Ancillary Agreements when executed and delivered by the Buyer will be, duly executed and delivered by the Buyer, and is (or will be in the case of the Ancillary Agreements) a legal, valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other similar Laws of general application affecting enforcement of creditors’ rights generally.

Consents and Approvals; No Violations. Neither the execution, delivery or performance of this Agreement and the Ancillary Agreements by the Buyer nor the consummation by the Buyer of the Transactions will (i) conflict with or result in a breach or violation (with or without notice or lapse of time or both) of any provision of the Organizational Documents of the Buyer, or (ii) breach or violate any Law or Order applicable to the Buyer or give any Governmental Authority the right to exercise any remedy or obtain any relief under any Law or Order to challenge the validity or effectiveness of the Transaction (including the right to revoke, withdraw, suspend, cancel, terminate or modify any Governmental Authorization), or (iii) require any filing with, giving notice to, or obtaining any Consent of, any Governmental Authority or any other Person.

Litigation. There is no Litigation pending against or involving the Buyer or any Affiliate thereof that (i) seeks the issuance of an Order restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the Transactions, or (ii) if determined adversely to the Buyer, could result in an injunction or other equitable relief that would materially interfere with the business or operations of any Target Entity.

Funds.

The Buyer has sufficient committed capital or binding and available financing commitments to pay any amounts under this Agreement. There are no side letters or other agreements, contracts or arrangements related to the funding of the Purchase Price or of any other financial obligation of Buyer in this Agreement which would adversely impact the ability of Buyer to pay the Purchase Price and/or otherwise satisfy their respective financial obligations under this Agreement.

No event has occurred which, with or without notice, lapse of time or both, would reasonably be likely to result in any portion of the Purchase Price or of any other financial obligation of Buyer in this Agreement to be unavailable.

Buyer has no reason to believe that it will be unable to satisfy on a timely basis any term or condition required to be satisfied by any of them pursuant to this Agreement.

No third-party Beneficiaries. The Buyer entered into the Transaction and executed this Agreement on its own behalf and not to the benefit of or as intermediaries of third parties.

Absence of certain practices.

Anti-Corruption Laws. Neither the Buyer, nor (to the Buyer’s Knowledge) any Managing Person thereof has (a) made any contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment to any Person, private or public, regardless of form, whether in money, property, or services, to obtain favorable treatment in securing business, to pay for favorable treatment for business secured, to obtain special concessions or for special concessions already obtained, for or in respect of the Buyer, or in violation of any Anti-Corruption Laws, or (b) established or maintained any fund or asset that has not been recorded in the financial statements or other books and records of the Buyer, as applicable.

Money Laundering Laws. The operations of the Buyer comply with applicable Anti-Money Laundering Laws and no Litigation involving the Buyer with respect to Anti-Money Laundering Laws is pending or threatened.

Economic Sanctions Laws. Neither the Buyer, nor (to the Buyer’s Knowledge) any Managing Person: (a) is a target, specially designated national or blocked person under applicable Economic Sanctions Laws, or (b) has engaged in business with any person or in any country prohibited by Economic Sanctions Laws.

Knowledge. The Buyer has the knowledge and experience required to assess the risks and obligations assumed hereunder, and was advised by professionals with vast experience in similar transactions, being fully aware of the consequences arising out of the terms and conditions set forth in this Agreement.

Independent Investigation. The Buyer has conducted such investigation of the business of the Target Entities as the Buyer deemed necessary in order to make an informed decision concerning the transactions contemplated hereby. The Buyer acknowledges that it has had the opportunity to ask questions of the officers and management of the Target Entities.

For the purpose of conducting these investigations, the Buyer has employed the services of its own Representatives, experts and consultants and has reviewed such information, and obtained such advice, as the Buyer has deemed necessary or advisable to evaluate the Target Equity Interests, the Target Entities and the transactions contemplated by this Agreement and the other Transaction Documents. In all matters affecting the condition of the properties and assets of the Target Entities and the contents of the documents, records, reports or other materials in connection with the transactions contemplated hereby, the Buyer is relying upon the advice and opinion offered by its own Representatives, experts and consultants.

In connection with the Buyer’s investigation of the business of the Target Entities, the Buyer has received from or on behalf of the Seller, the Target Entities and their respective Affiliates, Representatives and advisors certain projections, forecasts and other forward-looking information, including projected financial statements, cash flow items, business plans and other data related to the Target Entities and their respective business and/or prospects. The Buyer acknowledges that: (a) there are uncertainties inherent in attempting to make such projections, forecasts and plans and, accordingly, is not relying on them, (b) the Buyer is familiar with such uncertainties and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections, forecasts and plans so furnished to it and (c) the Buyer shall have no claim against anyone with respect to any of the foregoing. Accordingly, notwithstanding any other provision of this Agreement to the contrary, the Buyer acknowledges that neither the Seller, the Target Entities nor any of their respective Affiliates, Representatives, advisors or agents has made any representation or warranty with respect to such projections and other information, data, forecasts and plans.

Indemnification

Indemnification by Seller

Any breach, violation or inaccuracy by the Seller in making any of the representations and warranties regarding the Target Entities set forth in Section 7.2;

Any breach, violation or inaccuracy by the Seller in making any of the representations and warranties of the Seller set forth in Section 7.1;

Any violation or breach or failure to perform by the Seller of any covenant or agreement under this Agreement;

Any Liability or claim of or attributable to the Seller or its Affiliates (excluding the Target Entities in connection with acts, facts or events occurring after the Closing Date), that are charged against any Buyer Indemnitee, including claims under the theory of succession, subsidiary liability (responsabilidade subsidiária) or economic group (grupo econômico); and/or

Any act, fact or omission occurred or generated on or before the Closing Date, in connection with the Target Entities and their assets, including with respect to civil, labor, tax and environmental matters, regardless of if such act, fact or omission was or was not disclosed to the Buyer in this Agreement, any Disclosure Schedule or in the Data Room.

Indemnification by Buyer

Any breach, violation or inaccuracy in any representation or warranty made by Buyer in Section 7.4;

Any violation or breach or failure to perform by the Buyer of any covenant or agreement under this Agreement;

Any Liability or obligation relating to a violation of Law or Contract by the Target Entities occurring or taking place as from the day immediately after the Closing Date, but excluding any Liability, obligation or violation related to OSRB’s position as franchisee of the Seller under the Franchise Agreement; and/or

Any Liability or claim of or attributable to the Buyer or its Affiliates (including the Target Entities in connection with acts, facts or events occurring after the Closing Date), that are charged against any Seller Indemnitee, including claims under the theory of succession, subsidiary liability (responsabilidade subsidiária) or economic group (grupo econômico).

Limitations

Non-indemnifiable Losses. The Seller will have no obligation to indemnify any Buyer Indemnitee from and against any Losses arising from:

Resulting from the changes of the applicable Law or accounting principles (including changes in the interpretation of the foregoing after the Closing Date), including, with regard to accounting, reclassifications, impairments, write-offs, and changes to accounting policies;

Default or failure to recover any credit offered to suppliers or customers in the Ordinary Course of Business;

Impairment or loss of value of investments made by the Target Entities that do not constitute a breach of the representations set forth in Section 7.2.7; and/or

Loss of profits, cost of opportunity, indirect, moral, reputational or institutional damages.

Cap. The aggregate liability of Seller to Buyer Indemnitees shall in no event exceed an amount equivalent to three hundred million Brazilian Reais (R$ 300,000,000.00) (“Cap”). Notwithstanding anything to the contrary set forth herein, the aforementioned limit shall not apply to Buyer Indemnitees’ indemnities against the

De minimis. The Seller will have no obligation to indemnify any Buyer Indemnitee from and against any Losses under Section 8.1 representing an individual amount inferior to the De Minimis Amount, except in respect of violation of Fundamental Representations of the Seller, Fundamental Representations of the Company, fraud or willful misconduct of the Seller in connection this Agreement or the transactions contemplated hereby, as well as any breach or violation of any covenant or agreement under this Agreement, which shall not have a minimum amount. For the avoidance of doubt, any Losses that do not reach the De Minimis Amount shall not be accounted for in the determination of the Basket.

Basket. Without prejudice to the other limitations set out in this Agreement (in particular the Cap and the De Minimis), the Indemnifying Party shall not be required to indemnify the Indemnified Party unless and until the Indemnified Party actually incur in indemnifiable Losses under Section 8.1 in an aggregate amount greater than [***] (“Basket”), except in respect of violation of Fundamental Representations of the Seller, Fundamental Representations of the Company, fraud or willful misconduct of the Seller in connection this Agreement or the transactions contemplated hereby, as well as any breach or violation of any covenant or agreement under this Agreement, which shall be immediately subject to indemnification and shall not be included in the Basket. For the sake of clarity, once the Basket is reached, the Indemnified Party will be entitled to indemnification for all such Losses (including the amount of the Basket), from the first Real (R$ 1.00).

Survival.

Except in respect to violation of Fundamental Representations, as well as Losses arising out of, related to or resulting from fraud or willful misconduct (dolo), as well as any breach or violation of any covenant or agreement under this Agreement, which shall survive for until the end of the applicable statute of limitations, the representations, warranties, covenants and agreements by the Parties contained in this Agreement shall survive the Closing and the consummation of the transactions contemplated hereby and shall expire (each, a “Survival Date”): (a) on December 31 of the year of the fifth (5^th) anniversary of the Closing Date, in regard to any Tax matters (including social security matters); and (b) on the fifth (5^th) anniversary of the Closing Date, in regard to any other matters.

The obligations to indemnify and hold harmless any Seller Indemnified Party or any Purchaser Indemnified Party under this Section, shall terminate and be of no further force or effect, in respect of a breach of any representation

Qualifier scrape. Notwithstanding anything in this Agreement to the contrary, if any representation or warranty contained in this Agreement or in any certificate delivered pursuant to this Agreement is qualified by the use of the qualifier terms “substantial”, “substantially”, “material”, “materially”, “in all material respects” (or similar qualifiers, exceptions or phrases contained therein), such qualification shall be: (i) considered for the determination of the consistency of the representations and warranties for the fulfillment of the applicable Condition Precedent; but (ii) ignored for purposes of calculating the amount of Losses resulting from, arising out of, or relating to a breach of or inaccuracy in such representation or warranty.

No double recovery. No Buyer Indemnitee or Seller Indemnitee shall be entitled to double recovery for any Losses. In calculating amounts payable to any Buyer Indemnitee or any Seller Indemnitee hereunder, the amount of any indemnified Loss shall be determined without duplication of any other Loss for which an indemnification claim has been made with respect to any other representation or warranty, or covenant or agreement that contemplates performance thereof prior to the Closing Date.

Reduction of Losses. Any Losses to be indemnified under this Agreement shall be reduced by any and all amounts: (i) effectively received as an indemnification related to any insurance policy to which the Indemnified Party is a beneficiary; and/or (ii) effectively received by the Indemnified Party as an indemnification by any third-party contributor for such Losses.

Sole remedy. The rights to indemnification provided for in this Article 8 shall be the sole and exclusive remedy of Buyer or Seller, as the case may be, after the Closing for any breaches of or inaccuracy of any representation, warranty, covenant or agreement of Seller or Buyer, respectively, herein or any other breach of or claim under this Agreement.

Cooperation

Duty to mitigate. The Buyer and the Seller shall (and shall cause their Indemnitees to) cooperate with each other and endeavor to minimize the materialization and extent of Losses. For avoidance of doubt, the duty to mitigate hereunder shall be construed so that the Parties and Target Entities shall not make any voluntary disclosure (denúncia espontânea), admission or self-reporting (confissão or delação) or any other action to accelerate the detection of or the materialization of a Claim or Loss relating to any matter that would be subject to indemnification by Seller under this Agreement.

Contributors. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Losses pursuant to this Article 8 and the Indemnified Party could have recovered all or any portion of such Losses from any third party based on the underlying claim asserted against the Indemnifying Party, the Indemnified Party shall assign such of its rights to proceed against such potential contributor as are necessary to permit the Indemnifying Party to recover from the amount of such payment from the potential contributor.

Indemnification Procedures for Third-Party Claims

Conduct of the defense. The Indemnifying Party may elect to participate in the Third-Party Claim and to assume the defense of such Third-Party Claim, at the expense of the Indemnifying Party, by written notice to the Indemnified Party within [***] after the Indemnified Party has provided the Notice of Third-Party Claim.

Without prejudice to the right of the Indemnifying Party to assume the defense of the Third-Party Claim, the Indemnified Party will be required to take any measures required or advisable to prevent default or preserve defenses of the Third-Party Claim until the Indemnifying party elects to assume the defense or the relevant period elapses without a reply.

Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third-Party Claim, shall consent to entry of any judgment or enter into any settlement that: (a) provides for injunctive or other non-monetary relief affecting the Indemnified Party; (b) provides for any obligation to perform any actions, such as enter into any agreement with Governmental Authorities (including termos de ajustamento de conduta); and/or (c) that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability with respect to such Third-Party Claim. Notwithstanding the foregoing, in the event that the Indemnified Party shall in good faith determine that the Indemnified Party may have available to it one or more material defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such Third-Party Claim, the Indemnified Party shall have the right, but not the obligation, at all times to take over and assume control over the defense, settlement, negotiations or Litigation relating to any such Third-Party Claim at the expense of the Indemnifying Party; provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such Third-Party Claim without the prior written consent of the Indemnifying Party, such consent not to be unreasonably conditioned, withheld or delayed.

If the Indemnifying Party does not assume the defense of such Third-Party Claim in accordance with the preceding item, the Indemnified Party shall be required to assume and control such defense; provided that, in this case, the Indemnified Party shall have the right to settle such Third-Party Claim without the prior written consent of the Indemnifying Party provided that the settlement by the Indemnified Party shall: (a) not provide for injunctive or other non-monetary relief affecting the Indemnifying Party; (b) not provide for any obligation on the Indemnifying Party to perform any actions, such as enter into any agreement with Governmental Authorities (including termos de ajustamento de conduta); and/or (c) shall include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnifying Party of an irrevocable release from all liability with respect to such Third-Party Claim.

The Party not conducting the defense may, at its own cost, expense and risk: (a) at any time to prevent default or protect its interests, file any pleadings or take any other action that the Party reasonably believes to be necessary or appropriate, and (b) participate in, but not control, any defense or settlement of any Third-Party Claim conducted by the other Party.

If the Seller has chosen to assume the defense of a Third-Party Claim, it shall: (a) directly choose and pay the attorneys and other advisors that will participate in the defense; (b) bear the defense costs (including court deposits and fees) directly or by reimbursing the relevant amounts to the Target Entities as a Loss; and (c) hold the Buyer Indemnified Parties harmless of any Loss in connection with such Third-Party Claim during its defense, including in case negative certificates (certidões negativas) or its equivalents (such as certidões positivas com efeitos de negativas) are not possible to be obtained by the Target Entities due to such Third-Party Claim.

Divided Claim. In case, after Closing, a Third-Party Claim that refers to a period initiating before Closing and ending after Closing (“Divided Claim”) is initiated against any Indemnified Party, the Party that has the largest financial exposure to eventual Loss arising from such Divided Claim (taking in consideration only the amounts requested by the plaintiff of the Divided Claim and not the likelihood of such Party actually incurring in such Loss) shall be considered as the Indemnified Party for purposes of the indemnification procedures set forth herein, having the right to conduct the defense of such Divided Claim as per Section 8.5.1.

Cooperation. In all cases, the Parties shall cooperate in the defense of any Third-Party Claim subject to this Article 8 and all books, records and documents of each shall be made available to the other with respect to such defense. The Party controlling the defense of such Third-Party Claim shall keep the other Party reasonably advised of the status of such Third-Party Claim and the defense thereof and shall consider in good faith any reasonable recommendations made by the non-controlling Party with respect thereto.

Indemnification Procedures for direct Claims

Payment

Treatment of Indemnification Payments. The Parties agree that, to the fullest extent permitted under applicable Law, any indemnification payments made pursuant to this Agreement shall be treated for all Tax purposes as an adjustment to the Final Purchase Price.

Adjustments. Notwithstanding the foregoing, any indemnity payment made by Seller to Buyer Indemnitees, on the one hand, or by Buyer to Seller Indemnitees, on the other hand, pursuant to this Article 8 in respect of any claim shall be:

Reduced by an amount equal to:

Any proceeds available to the Indemnified Party from any third-party insurer or third-party contractual indemnification or contribution provisions in respect of such claim minus any out-of-pocket expenses (including premiums of insurances) and reasonable attorneys’ fees relating to the recovery of such proceeds; and

Any collaterals or judicial deposits made by the Seller and/or its Affiliates (including the Target Entities) in connection with the subject matter that originated the relevant Loss prior to the Closing Date.

Made on an after-Tax basis and, accordingly, in determining the amount of any indemnification payment for a Loss incurred by an Indemnified Party hereunder, the amount of such indemnification payment shall be:

Increased to consider any net Tax cost actually incurred by the Person receiving the indemnity arising from the receipt of indemnity payments hereunder (grossed up for such increase); and

Calculated net of any Tax benefit actually realized by the Indemnified Party, to the extent such tax benefit is effectively utilized to reduce Taxes by the time that the indemnity for the Loss becomes payable.

A Loss that is suffered by any of the Target Entities which indemnity is due by Seller under this Agreement shall be paid, at Seller’s criteria, to: (a) the Target Entity that suffered such Loss, in which case the Seller shall pay one hundred percent (100%) of the amount of such Loss, it being understood that any payment of an indemnity for a Loss that is subject to the Cap that is indemnified by Seller to the Company pursuant to this item (a) shall be registered on the Cap as if the Buyer had paid such indemnity to the Buyer

Payment or Reimbursement. Provided the set forth in Section 8.5.1(v) above and without prejudice to the Basket, in the event an indemnification event under this Article 8 shall have been finally determined, the amount equivalent to the Indemnifiable Loss set forth in such final decision shall be paid to the Indemnified Party by the Indemnifying Party (or otherwise registered into the Basket, as applicable) [***]: (i) such final determination, or (ii) receipt of the notice delivered by the Indemnified Party to the Indemnifying Party of such final determination. For avoidance of doubt, a Claim shall be deemed to be finally determined when (“Final Determination”):

with respect to a Direct Claim, the date in which (I) the parties to such Direct Claim have so determined by mutual agreement, or (II) the time period for the Indemnifying Party to object thereto has expired without objection, or (III) if timely disputed, when a final arbitral award that is not susceptible to challenge at the seat of arbitration in respect thereof has been rendered or such Dispute is resolved amicably; or

with respect to Third-Party Claims the date of the receipt, by the Indemnifying Party, of a notice from the Indemnified Party informing upon a settlement or a final non-appealable Order or an Order that has not stayed pending appeal shall have been entered (decisão transitada em julgado), as applicable.

Right to Offset

Offset by Buyer. If the offset is carried out by the Buyer as the Indemnified Party, then it shall provide prior notice to the Seller and observe the following order:

the Deferred Installment;

dividends, interest on equity, capital reduction, capital withdraws (resgates) or other distributions from the Target Entities to the Seller, being the Buyer allowed to cause the Company to pay such distributions directly into Buyer’s bank account on behalf of the Seller up to the limit of the Losses that were not indemnified by Seller (it being understood that the Buyer will not be deemed to be required to approve an intermediary or extraordinary distribution of dividends before the holding of the annual shareholders meeting – assembleia geral ordinária – to be able to proceed with the offset under the next items of this Section);

Supervening Assets not yet delivered to the Seller; and

the purchase price of the Exit Options (as defined in the Shareholders Agreement).

No limitation of liability. If the offsets authorized under Section 8.8 are not sufficient to pay the corresponding indemnifiable Losses under this Agreement, such amounts shall continue to be due to the Seller or Buyer, as the case may be, and the Party that has failed to timely pay any indemnification as per Section 8.7.3 above shall be deemed in default of this Agreement.

Default Call Option. If a Indemnifying Party a defaults the payment of an indemnity under the terms of this Agreement and there are no available amounts for the offset provided in Section 8.8.1 (for more than twelve (12)-months from the expiration of the due date for payment set out in Section 8.7.3), then the Indemnified Party shall have the right to exercise the Default Call Option within the terms and conditions set out in Section 11.5 to the Shareholders’ Agreement.

Supervening Assets

Supervening Assets

Materialization of supervening assets; conduct of claims

Cooperation

supporting documentation reasonably requested by Seller in connection with Seller’s review of the information required for the identification, assessment, determination and collection of Supervening Assets; and

access to each Target Entities’ books and records, Tax Returns, financial records, work papers, schedules, memoranda and supporting documents and calculations, access to employees and Representatives and (subject to the execution and delivery by Seller of customary accountant access letters) accountants’ work papers, schedules, memoranda and other documents; provided that such access shall occur during normal business hours, with reasonable notice and in a manner that does not unreasonably interfere with the conduct of the business of the Target Entities.

Calculation of Supervening Assets

Cost of collection; Losses

Payment

Form of payment. [***].

Adjustments. The Supervening Assets shall be paid net of any (i) Losses, costs, fees and expenses (to the extent not advanced or borne by the Seller pursuant to Section 9.5) incurred by the Target Entities in the collection of the Supervening

Other covenants

Non-Solicitation

Seller´s undertaking. For the period between the date hereof and the date that is twelve (12) months counted from the termination of this Agreement (if applicable), without the prior written consent of Buyer, neither Seller nor any of its respective Affiliates shall, within the Brazilian territory, (i) solicit, hire or retain, directly or indirectly, as an employee, independent contractor or consultant any officer, director or employee of the Target Entities, Buyer or their respective Affiliates, or (ii) induce or attempt to induce any such person to terminate his or her employment or other relationship by resignation, retirement or otherwise; provided, that the foregoing shall not restrict general solicitations of employment through advertisements or other means (including LinkedIn) that are not directed specifically at such persons.

Buyer´s undertaking. For the period between the date hereof and the date that is twelve (12) months counted from the termination of this Agreement (if applicable), without the prior written consent of the Seller, neither Buyer nor any of its respective Affiliates shall (i) solicit, hire or retain, directly or indirectly, as an employee, independent contractor or consultant any officer, director or employee of Seller or its Affiliates, or (ii) induce or attempt to induce any such person to terminate his or her employment or other relationship by resignation, retirement or otherwise; provided, that the foregoing shall not restrict general solicitations of employment through advertisements or other means (including LinkedIn) that are not directed specifically at such persons.

Confidentiality

Confidentiality undertaking.

From the Execution Date until the fifth - 5^th - anniversary of the Closing Date (or termination date of this Agreement, as the case may be) the Parties hereby agree to maintain, and to procure that it is maintained by their Representatives, in absolute confidentiality, as well as not to disclose to Third Parties, under any circumstance, any Transaction Confidential Information;

From the Execution Date until the Closing Date (or the fifth – 5^th – anniversary of the termination date of this Agreement, if the Closing is not consummated) Buyer agrees to maintain, and to procure that it is maintained by its Representatives, in absolute confidentiality, as well as not to disclose to Third Parties, under any circumstance, any and all Target Entities’ Confidential Information;

From the Execution Date until the termination date of this Agreement (or the fifth - 5^th - anniversary of the Closing Date, if the Closing is consummated), Seller hereby agrees to maintain, and to procure that it is maintained by its Representatives, in absolute confidentiality, as well as not to disclose to Third Parties, under any circumstance, any and all Target Entities’ Confidential Information.

Exceptions. Notwithstanding the foregoing, nothing in this Agreement shall prohibit disclosure or use of any non-public information if and to the extent:

The disclosure is permitted under this Agreement or the Shareholders’ Agreement (in particular in the event of an IPO of the Target Entities);

The disclosure is required by applicable Law or by the rules and regulations of any securities exchange or national market system upon which the securities of Seller, Vinci or Affiliates thereof are listed, in which case the Seller or its Affiliates shall use its commercially reasonable efforts to provide the Buyer with sufficient time, consistent with such requirements, to review the nature of such requirements and to comment upon such disclosure prior to publication;

The disclosure or use is required by judicial or administrative process or by other requirements of applicable Law or the rules of any Governmental Authority or is requested by a Governmental Authority having regulatory oversight over such Person (including, for the avoidance of doubt, as a result of a regulatory audit or requests or requirements from a bank examiner, regulatory authority or self-regulatory authority in the ordinary course of broad based examination or inspection not specific to the transaction contemplated by this Agreement);

The disclosure or use is required or is deemed reasonably required for the purpose of any potential or actual judicial or arbitration proceedings, including any such proceedings arising out of this Agreement;

Such information is or becomes publicly available (other than by breach of this Agreement or any other obligation of confidence by the Party seeking to disclose such information); or

The other Party has given prior written approval to the disclosure or use.

Compelled disclosures. If any Person restricted by this Section 10.2 is required by Law to disclose any Confidential Information (a “Compelled Party”), then such Person shall, to the extent permitted by Law, provide the Party owning the relevant Confidential Information with prompt written notice of such requirement so that such Party or any Target Entity may seek (at the Compelled Party´s sole expense) an appropriate protective order or other remedy protecting the Confidential Information from such disclosure.

Notwithstanding anything herein to the contrary, if, failing the entry of a protective order or obtainment of such other remedy, such Compelled Party is advised by its counsel that such Compelled Party is compelled to disclose Confidential Information, such Compelled Party may disclose that portion of the Confidential Information that its counsel advises that such Compelled Party is strictly compelled to disclose.

In no event shall either of the Parties oppose Litigation to obtain an appropriate protective order or other remedy or reliable assurance that confidential treatment will be accorded to the Confidential Information.

Post Closing Tax Benefits

Termination

Termination events

By the mutual written agreement of the Buyer and the Seller;

By either the Buyer, or the Seller, if any Governmental Authority or Governmental Officer shall have issued an Order or taken any other action (which Order or other action, the Parties shall use their reasonable best efforts to lift) that permanently restrains, enjoins or otherwise prohibits the consummation of the Transactions, and such Order or other action shall have become final and non-appealable;

By the Buyer if the Closing shall not have occurred on or prior to six (6) months after of the date hereof (the “Outside Date”); provided that the right to terminate this Agreement shall not be available to the Buyer if its breach of any obligation under this Agreement has been the cause of, or has resulted in, the failure of the Closing Date to occur on or before such date;

By the Seller if the Closing shall not have occurred on or prior to the Outside Date; provided that the right to terminate this Agreement shall not be available to the Seller if Seller’s breach of any obligation under this Agreement has been the cause of, or has resulted in, the failure of the Closing Date to occur on or before such date;

By the Seller or the Buyer, if a petition or application has been filed or Litigation commenced by or against the Buyer or the Seller, any of the Target Entities under any Law relating to bankruptcy, dissolution, liquidation, judicial or extrajudicial reorganization, fraudulent transfer, compromise, arrangements, insolvency, readjustment of debt or creditors’ rights;

By the Seller if any act, omission, occurrence, condition, fact or event has occurred (including any breach or violation by the Buyer of any of its representations, warranties, covenants or other agreements contained in this Agreement), that could reasonably be expected to give rise to the failure of a condition for the benefit of the Seller set forth in Article 5, and in the case of a breach or violation, that cannot be or has not been cured within thirty (30) days after the giving of notice by the Seller to the Buyer specifying such breach or violation; or

By the Buyer if any act, omission, occurrence, condition, fact or event has occurred (including any breach or violation by the Seller of any of its representations, warranties, covenants or other agreements contained in this Agreement), that could reasonably be expected to give rise to the failure of a condition for the benefit of the Buyer set forth in Article 5, and in the case of a breach or violation, that cannot be or has not been cured within thirty (30) days after the giving of notice by the Buyer to the Seller specifying such breach or violation.

Effect of Termination

the covenants and agreements set forth in Sections 4.3 (Publicity), 6.9 (Failure to Consummate the Closing), the enforcement of a breach of Section 6.10, 11 (Termination) and 12 (Miscellaneous) shall survive such termination indefinitely;

the covenants and agreements set forth in Sections 10.1 (Non-Solicitation) and 10.2 (Confidentiality) shall survive for two (2) years following the termination of this Agreement;

nothing in this Section 11.2 shall be deemed to release any Party from any Liability for any breach or violation by such Party of the terms and provisions of this Agreement or to impair the right of any Party to compel specific performance by another Party of its obligations under this Agreement; and

all filings, applications and other submissions made to any third party or Governmental Authority in connection with the Transaction shall, to the extent practicable, be withdrawn from the third party or Governmental Authority to which they were made.

Miscellaneous

Notices

Notice to Seller. A Notice to Seller shall be sent at the following address:

Notice to Buyer. A Notice to Buyer shall be sent at the following address:

Notice to the Target Entities. A Notice to Target Entities shall be sent at:

The address and to the addressees of the Seller until the Closing Date;

The address and to the addressees of the Buyer from the Closing Date thereafter.

Language. The aforesaid communications shall be made in English, provided that ancillary documents may be presented in Portuguese without the need for a translation.

Delivery. Communications shall be deemed to have been given: (i) when delivered by hand, with written confirmation of receipt, (ii) when received by the addressee if sent by an internationally recognized overnight courier, receipt requested, (iii) on the date sent by e-mail (including an e-mail of a PDF document), with confirmation of transmission.

Changes. Any Party may from time to time change its address, e-mail or other information for the purpose of notices to that Party by giving notice specifying such change to the other Parties. Until any such change is communicated to the other Parties any notice delivered to the then prevailing addresses shall be considered duly served.

Fees and Expenses

Entire Agreement

Binding Effect; No Third-Party Beneficiaries

Good faith; Nullity

Assignment

Severability

Amendment; Waivers

Equitable remedies

Governing law

Dispute Resolution

Seat. The seat of arbitration shall be the city of São Paulo, State of São Paulo, Brazil.

Language. The arbitration shall be conducted in the English language, provided that evidence may be produced in Portuguese without the need for translation.

Arbitrators. The arbitration shall be conducted by three (3) arbitrators (the “Arbitral Tribunal”), of whom the claimant(s) (acting collectively) shall nominate one and the respondent(s) shall nominate another, in the manner provided by the Rules. The two party-nominated arbitrators shall nominate the third arbitrator, who shall serve as the Chairperson of the tribunal, within the term provided by the Arbitration Chamber.

Any arbitrator not timely nominated hereunder shall, upon the written request of a Party, be appointed by the Arbitration Chamber. In case of an arbitration involving three (3) or more parties that are not grouped as claimants and respondents, the parties to the arbitration, in agreement, shall appoint two arbitrators within fifteen (15) days after receipt of the last notice by the Arbitration Chamber in this sense.

The third arbitrator, who shall act as the Chairman of the arbitral tribunal, shall be appointed by the Party-appointed arbitrators within fifteen (15) days after the confirmation of the last arbitrator or, if that is not possible by any reason, by the Arbitration Chamber, in accordance with the Rules of Arbitration.

If the parties to the arbitration fail to appoint the arbitrators, all members of the arbitral tribunal shall be appointed by the Arbitration Chamber, in accordance with the Rules of Arbitration.

Confidentiality. Any arbitration hereunder shall be confidential, and the Parties shall not, and shall cause their Representatives not to, disclose to any third party the existence or status of the arbitration and all information made known and documents produced in the arbitration not otherwise in the public domain, and all awards arising from the arbitration (together, “Confidential Arbitration Information”), except and to the extent that disclosure is required by applicable Law or is required to protect or pursue a legal right; provided that a Party shall request, to the fullest extent permitted by law, that any Confidential Arbitration Information which may be required to be disclosed to a court, tribunal or any Governmental Authority be considered confidential business information which should be kept under seal and outside the public domain.

Venue. By agreeing to arbitration, the parties do not intend to deprive any court of its jurisdiction to issue, before the constitution of the Arbitral Tribunal, a pre-arbitral injunction, pre-arbitral attachment or other order in aid of arbitration proceedings and the enforcement of any award under this Section 12.11 or the final written determination of the Appointed Expert, as referenced in Section 3.2.2. In any such action, each of the Parties irrevocably and unconditionally: (i) consents and submits to the exclusive jurisdiction and venue of the Courts of São Paulo, State of São Paulo, Brazil; (ii) waives, to the fullest extent it may effectively do so, any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens or any right of objection to jurisdiction on account of its place of incorporation or domicile, which it may now or hereafter have to the bringing of any such action or proceeding in any São Paulo Court. The foregoing consent to jurisdiction shall not (a) constitute submission to jurisdiction or general consent to service of process in Brazil for any purpose except as permitted herein, or (b) be deemed to confer rights on any Person other than the respective parties to this Agreement.

Service of process. For the purposes of service of process in the arbitration, the Parties consent to the manner provided for notices in Section 12.1 or in any other manner permitted by applicable Law. By consenting to service of process in the arbitration as provided in the preceding sentence, each Party waives, to the fullest extent it may do so under applicable Law, any right, including a personal right it may have to service of process in the manner provided by an international convention or treaty, including the Inter-American Convention on Letters Rogatory (and Additional Protocol) or the Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial Matters and consents and agrees that it may be effectively served with process via personal delivery of a copy of the summons and complaint as provided in Section 12.1; provided that without prejudice to the preceding sentences, service of process may also be effected in any other manner that satisfies the legal requirements for service of process in the country where a Party is incorporated, or country where a Party’s headquarters, officers or directors are located. Nothing in this Section 12.11 shall affect the right of any Party to serve process in any other manner permitted by Law.

Temporary or preliminary relief. Without prejudice to such provisional remedies as may be available under the jurisdiction of a court, the arbitral tribunal shall have full authority to grant provisional remedies, to modify or vacate any temporary or preliminary relief issued by such court, to direct the parties to file with such court any documentation which may be necessary under applicable Law for such court to enforce such decision to modify or vacate any temporary or preliminary measure, and to award damages for the failure of any Party to respect the arbitral tribunal’s Orders to that effect.

Expenses. The expenses of the arbitral proceedings, including, but not limited to, the administrative costs of the Arbitration Chamber, arbitrator’s fees and independent expert’s fees, when applicable, shall be borne by each Party to the arbitration in accordance with the Rules of Arbitration. Upon issuance of the arbitral award, the arbitral tribunal may determine that the prevailing Party be reimbursed by the non-prevailing Party for these expenses proportionally, as well as attorney’s fees.