WARNING: This is a non reviewed DRAFT collection of contractual definitions picked from Linklaters agreements of corporate, commercial and financial nature. The definitions below are not jurisdiction oriented and must be tailored on a case-by-case. If you have any suggestions, please send an email to SPO KnowHow Group

DEFINITIONS

“Definitions” For the purposes of this Agreement (as defined below), the terms set forth below shall have the following meanings, whether in the singular or plural form;

“Definitions” As used herein, in the Exhibits, Schedules hereto and in the [●] Agreements, the following terms shall have the following respective meanings, unless they are written entirely in lower case. Terms not defined below and used as defined terms in this Agreement shall have the meaning ascribed to them in the other Transaction Agreements. In the event of discrepancy between the terms defined in this Agreement and the same terms defined in the other [●] Agreements, the definition provided for in this Agreement shall prevail;

“Definitions”  Unless otherwise defined above, capitalized terms used in this Agreement shall have the following meanings assigned to them;

A“Accounts” means the [audited consolidated accounts of the Group] [and the [audited] accounts of the Group Companies] for the twelve month period ended on the Accounts Date;

“Accounts” means the audited balance sheets as at the Accounts Date and audited profit and loss accounts for the year ended on that date of each Group Company;

“Accounts” means the [consolidated accounts of the Group in the Agreed Terms] [audited accounts of the Group Companies and the unaudited accounts of each of the Group Businesses] for the twelve month period ended on the Accounts Date;

“Acquired Companies” means the Group Companies which have at the relevant time been subject to a Closing and “Acquired Company” means any one of them;

“Acquisition”. The term “ACQUISITION” shall mean the acquisition of the QUOTAS/SHARES by BUYER from the SELLER;

“Acquisition Documents” means, collectively, the (i) Amendment to the Articles of Association of the Borrower reflecting the transfer of quotas by the Selling Quotaholders to the Remaining Quotaholders, duly registered by the Commercial Registry of the State of São Paulo, (ii) the Private Instrument of Promise of Assignment and Transfer of Quotas dated [●], (iii) payment receipt or any equivalent document evidencing payment of the total aggregate amount of the Borrower’s debt acquired on behalf of [●], for the purposes of [its acquisition by AcquisitionCo], and all material agreements expressly contemplated thereby;

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“Activities” means certain administrative and ancillary activities set out in Schedule 4[●], which

are necessary for the ongoing business of the Parties and which will be shared by [●] and [●];

"Adjudicator" means {name of adjudicator} or, if no-one is named, the person appointed in default of agreement by the Parties by the CIC;

“Adjusted Payments” means all payments towards the Adjusted Quota Price Balance made by [●] which shall be adjusted by the Adjustment Rate for the time period between the Payment Date on which each payment was actually made until any subsequent Payment Date or actual date of payment on which the respective adjustment shall occur;

“Adjusted Quota Price” means the Quota Price as adjusted by the Adjustment Rate on each Payment Date;

For the avoidance of doubt the Parties acknowledge that the adjustments for any given Payment Date are cumulative based on the past Adjustment Rates, which can be mathematically described as follows (as applicable to the Fifth Payment Date):

AQP5 = (1+AR1) x (1+AR2) x (1+AR3) x (1+AR4) x (1+AR5) x QP

WHERE:

AQP5 = Adjusted Quota Price on the Fifth Payment Date

AR1 = Adjustment Rate (expressed as a decimal) applicable to the First Payment Date

AR2 = Adjustment Rate (expressed as a decimal) applicable to the Second Payment Date

AR3 = Adjustment Rate (expressed as a decimal) applicable to the Third Payment Date

AR4 = Adjustment Rate (expressed as a decimal) applicable to the Fourth Payment Date

AR5 = Adjustment Rate (expressed as a decimal) applicable to the Fifth Payment Date

QP = Quota Price

“Adjustment Rate” shall be the sum of

(i) the Interest Rate; plus

(ii) the annual Inflation Rate, as determined on each Payment Date for the 12 months preceding such Payment Date. If, on the respective Payment Date, such Inflation Rate is not available for all 12 calendar months preceding the Payment Date, a missing Inflation Rate for a certain calendar month shall be the average Inflation Rate of the other calendar months;

“Adverse Change” means any change in the commercial, economical, legal or factual

circumstances affecting the business of the Companies that may generate a Loss or a reduction in

profits to the Companies, and that (i) could have been avoided by the Companies by adopting

preventive measures and (ii) was not caused due to force majeure;

“Affiliate” means with respect to any particular Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person. For purposes of this definition "control" of a Person means the ownership, directly or indirectly, of more than 50% (fifty per cent) of the capital stock or shares, or the right or power in fact to direct the management, of such Person;

“Affiliate” means with respect to any PARTY or the INTERVENING PARTIES, any other company who directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under

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common control with, such PARTY or the INTERVENING PARTIES, where control shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a company, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlled” and “controlling” have meanings correlative thereto;

"Affiliate" means, in relation to any person, another person that controls, is controlled by, or is under common control with, such person;

"Affiliate" means, with respect to any specified entity, any other entity that directly or indirectly through one or more intermediates, controls, is controlled by, or is under common control with, such specified entity. For the purposes of this definition, a business entity shall be deemed to "control" another business entity if it has the power to direct or cause the direction of the management or policies of the other entity whether through ownership of voting securities or otherwise;

“Affiliate” means, in relation to any Person (defined below), any other Person that, directly or indirectly, controls, is controlled by or is under common control with, such Person; for the purposes of this definition, the term “control” as applied to any Person means the possession, directly or indirectly, of any of the following: (i) ownership of more than half of the capital or business assets, or (ii) the right to exercise more than half of the voting rights, or (iii) the right to appoint more than half of the members of the board of directors or other statutory bodies legally representing such Person. The foregoing notwithstanding, a Person shall not be deemed to be an Affiliate of the Company unless directly or indirectly controlled by the Company;

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls,

is controlled by or is under common control with the first Person. For the purpose of this

Agreement “control” means holding the majority of the voting rights of a given company or having

the right to appoint or remove the majority of the Board of Directors or other equivalent managing

body of a given company;

“Affiliate” means any Person directly or indirectly controlling, controlled by, or under common control with, any other Person. For this purpose, “control” of any Person means ownership of 10% or more of the voting power of the Person or the ability, directly or indirectly, to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise;

“Affiliated Company” means any entity in which any party owns directly fifty percent (50%) or

more of the share capital of that entity;

“Affiliated Company” means the company that exercises a substantial influence over the management of another company, without controlling the latter. This substantial influence is characterized by the power to take part in the decisions on the financial, commercial and operational policies of the company; this influential power is also undertaken whenever the affiliated company has a direct or indirect ownership interest of at least ten per cent (10%) in the voting stock of the other company;

“Agency Agreement” means the agreement referred to as such in the Conditions, as amended from time to time, and includes any other agreements approved in writing by the Trustee appointing Successor Agents or amending or supplementing any such agreements;

“Agent” means, collectively, the Administrative Agent, the Collateral Agent, the Collection Account Agent and the Paying Agent or any one of them;

“Agents” means the Principal Paying Agent, the Registrar and the Transfer Agents or any of them;

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“Agreed Form” means, in relation to any document, the form of that document which has been initialled for the purpose of identification by or on behalf of the Seller and the Purchaser;

“Agreed Terms” means, in relation to a document, such document in the terms agreed between the Seller and the Purchaser and signed for identification by the Seller[’s Lawyers] and the Purchaser[’s Lawyers] [with such alterations as may be agreed in writing between the Seller and the Purchaser from time to time];

“Agreed terms” means in relation to a document such document in the terms agreed between the parties and signed for identification by [the Purchaser’s Solicitors and the Vendors’ Solicitors] [with such alterations as may be agreed between [●]][a list of documents in agreed terms being set out in Schedule [●]];

“Agreed Terms” means, in relation to a document, such document in the terms agreed between the Seller and the Purchaser and signed for identification by the Seller[’s Lawyers] and the Purchaser[’s Lawyers] [with such alterations as may be agreed in writing between the Seller and the Purchaser from time to time];

"Agreement" means this Shareholders Agreement;

“Agreement” means this cooperation and sharing of costs agreement, including all Schedules

thereto, as amended, modified or supplemented from time to time by the Parties;

“Agreement” means this Licence Agreement and all ancillary documents necessary to implement

the transaction contemplated in this Agreement;

“Agreement” means this Share Purchase Agreement, all the schedules attached hereto, all

ancillary documents necessary to implement the transaction subject to this Agreement and the

transaction subject to this Agreement;

“Agreement” means this Agreement, its Annexes, Exhibits and Schedules, as such may be amended, varied, supplemented or otherwise modified from time to time;

“Agreement” means this Agreement for [●], including the Exhibits attached hereto and the Appendices attached to such Exhibits, which, after being duly initialized by all signatories, shall become an integral part hereof;

“ANATEL” means the Brazilian National Agency of Telecommunications;

“Annual Agenda” means a list of events that [●] shall disclose on a yearly basis, containing, at least, the acts and events set out in Exhibit [●] attached hereto;

"Applicable Contract” shall mean any contract or agreement (whether written or oral) relating to or arising from the Business or any Transferred Asset (a) under which the Seller or any of its Affiliates has or may acquire any rights, (b) under which the Seller or any of its Affiliates has or may become subject to any Liability or (c) by which the Seller or any of its Affiliates or any of the assets owned or used by the Seller or any of its Affiliates (including, but not limited to, the Transferred Assets) are subject or may become bound;

“Applicable Exchange Rate” shall mean, in relation to any exchange of Dollars into Reais, the Dollar/Real commercial exchange rate quoted by the Central Bank of Brazil in the SISBACEN under transaction code PTAX- 800, option 5, sale option;

“Applicable Laws” means all laws, statutes, statutory guidance, rules and regulations (including all applicable and other financial services laws, statutes, statutory guidance rules and regulations and the FSA’s Handbook of Rules and Guidance and any draft rules or other rules which the FSA

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is from time to time applying to the relevant Insurance Company) and final and binding court or other tribunal decisions in any jurisdiction in which any Group Company is established or conducts or solicits business or in which the business of any Group Company is carried on;

“Applicable data protection law” means the legislation protecting the fundamental rights and freedoms of natural persons and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;

“Approval”. The term “APPROVAL” shall mean the approval of the execution of this AGREEMENT and the ACQUISITION by the Administrative Council for Economic Defense – CADE;

“Arbitration Rules” means the Rules of the Arbitration Chamber of the Market (Regras da Câmara de Arbitragem do Mercado), enacted by BOVESPA (as defined below), which shall govern the arbitration procedures to be adopted for resolution of all disputes relating to this Agreement;

“Asset Sale” means any conveyance, sale, lease, sublease, assignment, transfer or other disposition (including by way of merger or consolidation and including any sale and leaseback transaction) of any property (including equity interests of any Loan Party by the holder thereof) by any Loan Party to any Person other than another Loan Party (excluding (i) sales of inventory in the ordinary course of business, (ii) disposals of obsolete, uneconomical, negligible, worn out or surplus property in the ordinary course of business and (iii) sales of cash equivalents and marketable securities);

"Assigned Contracts" shall mean the contracts, agreements, and arrangements of the Seller or its Affiliates which relate to the Business, including, without limitation, any and all contracts, agreements and arrangements with laboratories and research institutions pertaining to the Business (both agreements where the research/work has begun as of the Closing Date and agreements where such research/work has been commissioned but not yet begun as of the Closing Date), as listed in Exhibit 1.01(a);

“Associated Company” means a company which is from time to time a subsidiary of the party concerned or which is a holding company of such party or a subsidiary of such holding company provided that a company will not cease to be an Associated Company of any other company by virtue of the liquidation or dissolution of any other company;

“Assumed Liabilities” means the liabilities of the Business Sellers (other than the Excluded Liabilities) to be assumed by the Business Purchasers under or pursuant to Section [●] and “Assumed Liability” means any one of them;

“Audited Accounts” means the audited accounts of the Company and each of the Subsidiaries and the audited consolidated group accounts of the Company for the financial period ended on the Balance Sheet Date;

“Audit Company” means any of the following independent audit companies: PricewaterhouseCoopers, Ernst & Young, Deloitte Touche Tohmatsu or KPMG;

“Audited Financial Statements” means the audited financial statements of the Company for the financial period ended on the Balance Sheet Date;

"Authorisation" means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration;

“Authorization” means any authorization, approval, consent, exemption, license, permit, franchise, concession or no-action letter from any Governmental Authority having jurisdiction with

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respect to any specified Person, property, transaction, event or other matter or from any Person in connection with any easements or contractual rights;

“Availability Period” means a thirty (30) day period counting from the date of execution hereof;

B“Backbone” means the central portions of a telecommunications network;

“Banking Business Day” means any day on which commercial banks, in the city of [●], are authorized or required by law to open;

“Base Net Assets” means, in respect of any Group Companies and/or Group Businesses the subject of a Closing, the amount(s) shown in Schedule [●];

“Bid Value” means, in relation to any Shares or Group Business, the amount set out against the name of the relevant Shares or Group Business in Schedule [●] and, in relation to all the Shares and Group Businesses, €;

“BNDESPAR” has the meaning assigned in the preamble of this Agreement;

“Board” means the Board of Directors of the Company or a duly authorised committee thereof;

“Books and Records” means any of the Business Sellers’ books, records, files, designs, specifications, customer lists, supplier lists, information, reports, correspondence, literature and other sales material, computer software, magnetic media and other data and similar materials to the extent that such relate primarily to the Businesses;

“Books and Records” means books, records or other information in any form including paper, electronically stored data, magnetic media, film or microfilm;

“Borrowed Money” includes any obligation (whether present or future, actual or contingent, secured or unsecured, as principal, surety or otherwise) for the payment or repayment in respect of money borrowed or raised (whether or not for cash) by whatever means;

“BOVESPA” means the Stock Exchange of São Paulo (Bolsa de Valores de São Paulo);

“Brazil” means the Federative Republic of Brazil;

“Brazil Country Risk Rate” means the average incremental interest rate that US Dollar denominated bonds issued by Brazilian sovereign or quasi-sovereign entities generate over US government bonds, for the period of 12 months immediately preceding each Payment Date, as determined by reference to “The Emerging Markets Bond Index Plus”, Section: “by country”, Country: “Brazil” (expressed as a percentage and rounded up or down to two decimal places; e.g. 234.642 points would result in an annual rate of 2.35%), which is published by J.P. Morgan Securities, Inc. or any successor or substitution index that comes to replace this index;

“Brazilian Civil Procedure Code” means Law No. 5,869 of 11 January 1973, as amended from time to time;

“Brazilian GAAP” means the Accounting Principles Generally Accepted in Brazil;

“Brazilian Law” means applicable laws, statutes, rulings, orders, decrees, decisions, directives and regulations of Brazil, its states, municipalities or any Governmental Authority;

“BRL” means Brazilian currency Reais;

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“BRL” means Brazilian currency unit;

"Business" shall mean all activities of the Seller and its Affiliates relating to the development, manufacture, formulation, registration, distribution, use and sale on a worldwide basis of [●] and the Products;

"Business Assets" shall mean the Intellectual Property, Product Registrations, Product Registration Data, Commercial Information, Permits and Efficacy Data;

“Business Assets” means all the property, rights and assets agreed to be sold under Section [●] this Agreement or any relevant Local Transfer Document;

“Business Cash Balances” means the Cash Balances relating exclusively to the Businesses held on behalf of any of the Businesses as at the close of business on the day immediately preceding the Completion Date;

“Business Day” means any day other than a Saturday, Sunday, national holiday in [{name of relevant city ], or day on which banks in [●] are open for the conduct of normal banking business;

"Business Day" means a day (other than a Saturday or Sunday) on which banks are open for general business in [●] [and {name of relevant city}];

“Business Day” means a day other than a Saturday or Sunday on which commercial banks and foreign exchange markets are open for business in London and New York City and the city of the Principal Paying Agent’s specified office;

“Business [Freehold] Properties” means the [Freehold] Properties set out in Schedule [●] and “Business [Freehold] Property” means any one of them;

“Business Intellectual Property” means all rights and interest owned by any of the Business Sellers in Intellectual Property (including Business Know-how) which at or [immediately] before the relevant Closing is used [exclusively or primarily] in relation to the Group Businesses, including the Intellectual Property details of which are set out in Schedule [●];

“Business Know-how” means all rights and interest owned by any of the Business Sellers in Know-how which at or [immediately] before the relevant Closing is used [exclusively or primarily] in relation to the Group Businesses;

“Business [Leasehold] Properties” means the [Leasehold] Properties set out in Schedule [●] and “Business [Leasehold] Property” means any one of them;

“Business Plan” means the Purchaser’s business plan for businesses of the Insurance Companies following Completion in the Agreed Form;

“Business Properties” means the Business [Freehold] Properties and the Business [Leasehold] Properties, brief details of which are set out in Schedule [●] and “Business Property” means any one of them;

“Business Purchaser” means, in relation to each of the Group Businesses referred to in column (●) of Schedule [●]:

(i) the company whose name is set out opposite that Group Business in column (●); or

(ii) any company nominated to purchase that Group Business pursuant to Clause [●];

“Business Receivables” means the book and other debts receivable by or owed to any of the Business Sellers in relation to the Group Businesses at Closing whether or not yet due or payable

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(including, without limitation, trade debts, deposits, prepayments, retrospective rebates and overpayments) and interest thereon [but excluding:

(iii) debts owed to any of the Business Sellers by any employee who is not a Relevant Employee;

(iv) debts owed to any of the Business Sellers by any relevant Tax Authority in respect of Taxation including, for the avoidance of doubt, any bond or other security issued by any Tax Authority or other governmental agency representing any such debts;

(v) any item which falls to be treated as part of the Cash Balances held by or on behalf of any of the Business Sellers at close of business on the Closing Date [exclusively or primarily] in relation to the Group Businesses;] [and

(vi) debts owed to any of the Business Sellers but which are not included in any Net Asset Statement;];

“Business Seller” means, in relation to each of the Group Businesses referred to in column (●) of Schedule [●], the company whose name is set out opposite that Group Business in column (●);

“Business Stock” means the stock-in-trade and work-in-progress owned or agreed to be acquired by any of the Business Sellers [exclusively or primarily] in relation to the Group Businesses at the relevant Closing, wherever held;

C“CADE” means the Brazilian Administrative Council for Economic Defense;

“Calendar Year” means the 12 (twelve) month time period beginning with 1 January and ending with 31 December of each year;

"Call Option" means the option granted to [{Party granted Option} to purchase the Option Assets from {Party granting Option} for the Purchase Price on the terms of Section [●];

“Capital Expenditure” means any expenditure for equipment, fixed assets, real property or improvements, replacements, substitution or additions thereto, that have a useful life of more than one year;

“Capital Expenditure” means the amount spent on the acquisition or improvement of a fixed asset in order to extend its life or increase its productivity, providing benefits for more than one financial year;

“Capital Expenditure” means expenditure (including accrued expenditure) on acquisitions of and additions to any Fixed Asset where ownership has passed to any Group Company or the Business Seller exclusively in connection with the Business greater than £1,000 including the expense of acquiring or improving or bringing a Fixed Asset to its current state and condition and before any revaluations or disposals, but excluding the acquisition or disposal of any Fixed Asset as part of the Reorganisation or as part of the implementation of the Fosbel JV Agreement; and additions to trade loans less repayment of trade loans; and Corporate Capital Expenditure, but does not include any expenditure under (i) or (iii) above to the extent that such expenditure constitutes the application of any insurance proceeds received by a Group Company or Business Seller in relation to its Business;

“Capital Stock” means any and all shares, quotas, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests

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in a Person (other than a corporation) and any and all warrants or options to purchase any of the foregoing;

“Cash Balances” means cash in hand, or credited to any account with a financial institution on the basis that full withdrawal may be made at any time on not more than 7 days' notice, and securities with a maturity of less than one year which are readily convertible into cash (and provided that the value which shall be attributed to such securities shall be after deduction of any costs, expenses or Taxes which would be incurred on or by such conversion);

“Cash Balances” means: cash in hand, or credited to any account with a financial institution on the basis that full withdrawal may be made at any time on not more than 7 days’ notice; and securities with a maturity of less than one year which are readily convertible into cash (and provided that the value which shall be attributed to such securities shall be after deduction of any costs (including charges and costs levied in respect of early redemption), expenses or taxes which would be incurred on or by such conversion) other than Short-Term Investments which are included in the Working Capital Amount;

“Cash Balances” means cash in hand or credited to any account with a financial institution and securities with a maturity of less than one year which are readily convertible into cash;

“Cash and Third Party Indebtedness” means (i) the sum of the Business Cash Balances and the Group Company Cash Balances less (ii) the Third Party Indebtedness;

“Casualty Event” means, with respect to any property (including real property) of any Person, any loss of title with respect to such property or any loss of or damage to or destruction of, or any condemnation or other taking (including by any Governmental Authority) of, such property for which such Person or any of its Subsidiaries receives insurance proceeds or proceeds of a condemnation award or other compensation;

"CDM Regulations" means the Construction (Design and Management) Regulations 1994 (SI 1994/3140), as amended by the Construction (Design and Management) (Amendment) Regulations 2000 (SI 2000/2380);

"CEDR" means the Centre for Dispute Resolution, London;

“Certificate of [●]” means, order, a request, a direction or a certificate signed in the name of [●] by any one of the Chief Executive Officer, the President, the Chief Financial Officer, any Senior Vice-President, any Vice-President, the Treasurer, the Controller or the Secretary of [●], and may consist of one or more instruments so executed;

"Change of Control" means in respect of [{specify Party/Parties}]/[any Party]:

(a) its consolidation with or merger into any other person;

(b) any other person’s merger into it;

(c) its conveyance, transfer or lease of substantially all of its assets as an entirety to any person; or

(d) a change in the ownership of its shares or other voting interests, whereby the present owners of those interests cease to possess the power and authority through those ownership interests or otherwise to exercise a controlling influence over its management;

“Change of Control” means that (a) the Remaining Quotaholders [and AcquisitionCo] shall, together or individually, cease to (i) own beneficially and control (either directly or indirectly) 51% (fifty-one percent) or more of the Borrower’s issued and outstanding Capital Stock having the right

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to vote or (ii) have the power (whether by ownership of Capital Stock, contract or otherwise) to control the management and policies of the Borrower or (b) the Remaining Quotaholders shall, together or individually, cease to (i) own beneficially and control (either directly or indirectly) 51% (fifty-one percent) or more of AcquisitionCo’s issued and outstanding Capital Stock having the right to vote or (ii) have the power (whether by ownership of Capital Stock, contract or otherwise) to control the management and policies of AcquisitionCo;

"Change in Law" means the occurrence of any of the following after [the date of this Agreement]:

(a) the enactment of any new law or official requirement [in {name of jurisdiction}];

(b) the modification or repeal of any existing law or official requirement [in {name of jurisdiction}];

(c) the commencement of any law or official requirement [in {name of jurisdiction}] which has not become effective on the date of this Agreement;

(d) a change in the interpretation or application by any Competent Authority of any law or official requirement [in {name of jurisdiction}];

(e) the imposition of a requirement for Authorisations not required as at the date of this Agreement;

(f) after the grant of any Authorisation, a change in the terms and conditions attaching to such Authorisation or the attachment of any new terms or conditions;

(g) any Authorisation not being granted on a timely basis where application for such Authorisation has been duly made; or

(h) any Authorisation that has been granted ceasing to remain in full force and effect or, if granted for a limited period, not being renewed on a timely basis on application for renewal being duly made, or being renewed on terms or subject to conditions which are materially less favourable to [{specify Party/Parties}]/[the relevant Party] than those attached to the original Authorisation[,]/[.]

[but excluding any such event to the extent that its effect is the imposition of or a change in any taxes payable by [{specify Party/Parties}]/[the relevant Party], [its]/[their] sub-contractors or their respective employees, officers or agents, or for which any of them is obliged to account];

“Circuit” means a logical path through a network that links one end-point to another;

“Claiming Party” has the meaning attributed to it in Section [●] of this Agreement;

“Claims” has the meaning attributed to it in Section [●] of this Agreement;

“Claims” means all rights and claims of any of the Business Sellers arising at any time whether before or after Closing [exclusively or primarily] in relation to any of the Business Assets or any Assumed Liability (but excluding any rights or claims under insurance policies) and “Claim” means any one of them;

“Closing” means, in respect of any particular sale of Shares and/or Group Businesses, the completion of such sale pursuant to Sections [●] this Agreement and any relevant Local Transfer Document;

“Closing” means the execution of this Agreement, which occurs on the Closing Date;

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“Closing” means the completion of the sale of the Shares pursuant to Sections [●] of this Agreement;

“Closing Balance Sheet”. The term “CLOSING BALANCE SHEET” shall mean [●]’s balance sheet drawn up by [●]’s independent auditors which reflects the financial position of [●] on the CLOSING DATE, which shall be used as the basis for the adjustment of the PURCHASE PRICE;

“Closing Date” means the date on which Closing takes place;

“Closing Date” means, in respect of any Closing, the date on which such Closing takes place;

“Closing Date” means dd mm yy;

“Closing Date”. Subject to the BUYER receiving from the SELLERS proper evidence, to BUYER’s reasonable satisfaction, of the fulfilment of the CONDITION PRECEDENT, the “CLOSING DATE” shall be [●], but in no event later than [●]. The CLOSING DATE shall take place in the [●] at [●] Local Time, or in such other place as may be agreed upon in writing by the PARTIES;

“Collateral” means all the collateral secured or purported to be secured pursuant to the Security Agreements;

“Collateral” means all the collateral pledged or created or purported to be pledged or created pursuant to the Security Documents;

"Commercial Information" means the Seller’s and its Affiliates' (i) lists of customers of the Business, (ii) the sales quantities and the prices of such customers’ purchases of the Products, (iii) the terms of payment, history of such customers, (iv) any other non-public commercial information pertaining to the Business (including, but not limited to, trade secrets), and (v) such other commercial information pertaining to the Business or to the Products that may be of assistance to the Purchaser in establishing and maintaining its business relations with the customers of the Products, including, but not limited to, the information listed in Exhibit [●];

“Commitment Terms” has the meaning assigned in the Environmental Law;

“Common Shares” means the fully paid and non-assessable common shares in the capital of [●] as constituted on the date hereof;

"Competent Authority" means any agency, trust, department, inspectorate, minister, ministry, official or public or statutory person (whether autonomous or not) having jurisdiction over [any of the Parties or the subject matter of this Agreement];

“Companies” means the companies, details of which are set out in Schedule [●] and “Company” means any one of them;

“Company” means [●], details of which are set out in Schedule [●];

“Competing Transaction” means:

(a) any disposal or transfer to any person other than the Purchaser of:

(i) any Group Company;

(ii) all or any part of the business of a Group Company; or

(iii) any material assets of a Group Company;

(b) any joint venture or partnership arrangement in relation to:

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(i) any Group Company;

(ii) all or any part of the business of a Group Company; or

(iii) any material assets of a Group Company;

(c) the demerger of the all or some of the Group Companies from the Seller's Group; and

(d) any other arrangement, agreement or transaction including a reinsurance arrangement or financing relating to the value of in-force of a Group Company which has a similar economic effect to any of the transactions or arrangements described in (a), (b) or (c);

“Completion” means completion of the sale and purchase of the Shares;

“Completion Working Capital” means, in respect of any Completion, the amount of consolidated net working capital of the Specialties Companies or Businesses transferred to a Purchaser by the Relevant Transfer of Operations as at the Completion Date as set out in the Completion Working Capital Statement;

“Completion Working Capital Determination Date” means each date on which the process described in [●] of Schedule [●] for the agreement or determination of the Completion Working Capital Statement, is completed;

“Completion Working Capital Statement” means the statement of consolidated net working capital of the Specialties Companies and/or Businesses transferred to a Purchaser by the Relevant Transfer of Operations as at the Completion Date to be prepared pursuant to Section [●] in accordance with the provisions of [●] of Schedule [●] as agreed (or deemed to be agreed) or as finally determined in accordance with the relevant provisions of Schedule [●];

"Competent Authority" means any agency, trust, department, inspectorate, minister, ministry, official or public or statutory person (whether autonomous or not) having jurisdiction over [any of the Parties or the subject matter of this Agreement];

“Conditions” means the terms and conditions set out in Schedule 1 as from time to time modified in accordance with this Trust Deed. Any reference to a particularly numbered Condition shall be construed accordingly;

"Confidential Information" means:

(a) information regarding the terms and conditions or subject matter of this Agreement;

(b) all communications between the Parties and all information and other material supplied to, or received by, any Party from any other Party in connection with [negotiations leading to this Agreement and] this Agreement which is either marked "confidential" or by its nature is intended to be for the knowledge of the recipient and/or any other person within Section [●] (Permitted Disclosure) alone; and

(c) all information concerning the business transactions, technical plans or commercial or financial arrangements or affairs of the Parties [or of any person with whom any Party is in a confidential relationship with regard to the matter coming to the knowledge of the recipient];

“Confidential Information” means any information, including, without limitation, financial information, trade secrets, client lists and other proprietary business information, regarding the Group Companies [or any company within the Seller’s Group];

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“Confidentiality Agreement” means the confidentiality agreement dated {●} between [●] and [●] pursuant to which the Seller made available to the Purchaser certain confidential information relating to the Group;

"Consequential Loss" means in relation to a breach of this Agreement or a claim under an indemnity contained in this Agreement, any indirect or consequential loss (including loss of production, loss of profit, loss of revenue, loss of contract, loss of goodwill, liability under other agreements or liability to third parties) resulting from such breach, whether or not the Party committing the breach knew (or ought to have known) that such indirect or consequential loss would be likely to be suffered as a result of such breach. "Consequential Loss" includes the payment or repayment of any amounts (or any acceleration thereof) to lenders or creditors of {specify Party/Parties} from time to time [but excludes payment of any amounts in respect of [death or personal injury resulting from the negligence of the Party liable, its officers, employees or agents] or {specify any other exclusion}];

“Consolidated Financial Statements” means with respect to any Person or Persons, the audited consolidated financial statements for such Person(s) and its or their Subsidiaries, as applicable, including in each case the related schedules and notes, prepared in accordance with GAAP;

“Contamination” means the presence (including storage) or release of any Hazardous Substances on, under or within buildings, drains and sewers or other constructions or otherwise on, under or within the Environment, in respect of which anyone may be liable under Environmental Law to carry out any investigation, remediation, disposal, precautionary measure or pay damages, fines or costs;

“Control” by another person, for the purposes of the definition of “Subsidiary” below, means that that other person (whether directly or indirectly) and whether by the ownership of share capital, the possession of voting power, contract or otherwise, has the power to appoint and/or remove the majority of the members of the Board of Directors or other governing body of that company or otherwise controls or has the power to control the affairs and policies of that company;

“Connected Persons” means a legal or natural person (the “Person”) and:

(i) a holding company, subsidiary or fellow subsidiary of the Person or any other holding company of such a subsidiary or fellow subsidiary;

(ii) a body corporate which or whose directors or similar officers are accustomed to act in accordance with the directions or instructions of the Person alone or when taken together with any other Connected Person;

(iii) a body corporate in respect of which the Person alone or when taken together with any other Connected Person is entitled to exercise or control the exercise of [one-third] or more of the voting power at general meetings of that body;

(iv) the spouse or any minor child or step-child of the Person [or of any other Connected Person];

(v) a trustee of any trust whose settlor(s) include the Person [and/or any other Connected Person];

(vi) a partner of the Person [or of any other Connected Person];

(vii) a director or equivalent officer of the Person [or of any other Connected Person]; or

(viii) a nominee of the Person [or of any other Connected Person] in respect of shares in [the Person or] any body corporate within (i), (ii) or (iii) above;

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"Consequential Loss" means in relation to a breach of this Agreement or a claim under an indemnity contained in this Agreement, any indirect or consequential loss (including loss of production, loss of profit, loss of revenue, loss of contract, loss of goodwill, liability under other agreements or liability to third parties) resulting from such breach, whether or not the Party committing the breach knew (or ought to have known) that such indirect or consequential loss would be likely to be suffered as a result of such breach. "Consequential Loss" includes the payment or repayment of any amounts (or any acceleration thereof) to lenders or creditors of {specify Party/Parties} from time to time [but excludes payment of any amounts in respect of [death or personal injury resulting from the negligence of the Party liable, its officers, employees or agents] or {specify any other exclusion}];

“Consultant” means an individual providing services to a Group Company pursuant to a Consultancy Agreement on an annual fee (on the basis of a full time consultancy) in excess of [●] or local equivalent;

“Consultancy Agreement” means an agreement other than a contract of employment with a Group Company, pursuant to which an individual provides services;

“Contingencies” means contingencies and/or liabilities of any nature whatsoever, including but not limited to, contingencies and/or liabilities of corporate, contractual, commercial, civil, tax, labour, social security and/or environmental nature, arising out of any act, fact, event or omission related to [●] and/or the operation of its business, that have taken place on or before the CLOSING DATE;

“Contingencies” means all actions, suits, judicial and extrajudicial and/or administrative proceedings deriving from acts, events and/or omissions occurring on or before the date of this Agreement, provided that relating solely to Tax Matters and Litigation Matters, that may cause any Indemnifiable Losses for the Companies;

“Contracts” means all contracts, undertakings, arrangements and agreements entered into [on or] prior to [Closing] by or on behalf of any of the Business Sellers [exclusively or primarily] in relation to the Group Businesses, to the extent that at [Closing] the same remain to be completed or performed or remain in force, including, without prejudice to the generality of the foregoing, [the Licence Agreements] [other examples] but excluding:

(i) employment and other agreements with Relevant Employees; and

(ii) contracts of insurance relating to the Group Businesses,

and “Contract” means any of them;

“Control” means, without prejudice to article 116 of the Corporation Law (as defined below), the actual and effective power to direct [●]’s activities, as well as to lay down the guidelines for the operation of its bodies, directly or indirectly, in a de facto or de jure manner. A relative controlling interest shall be deemed to exist in relation to the person or group of persons under common control or bound by a shareholders’ agreement (“controlling group”) that holds as many shares as necessary to ensure an absolute majority of votes of the shareholders present at the latest three (3) general meetings of [●], even if it does not hold the number of shares that actually provide it with and absolute majority of the voting stock;

“Controlled Company” means a company in which an individual or entity holds Control, mutatis mutantis;

“Controlling Shareholder” means [●]’ s shareholder or group of individuals or legal entities under common control exercising Control over [●];

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“Controlling Shares” means the block of shares of [●]’s capital stock that directly or indirectly provides its holder(s) with the individual and/or joint power to exercise Control over [●];

“Conversion Rate” means the spot selling and buying rates for a transaction between the two currencies in question as quoted on the relevant Reuters page at or about 8.00 a.m. London time on the Relevant Date (as defined in Section [●]) or, if no such rate is quoted on that date, on the preceding date on which such rates are quoted;

“Conversion Rate” means [the spot closing mid-point rate for a transaction between the two currencies in question on the date immediately preceding the Relevant Date as quoted by the Financial Times, [location] edition] [the close spot mid-trade composite [(London)] rate for a transaction between the two currencies in question as quoted on Bloomberg on the date immediately preceding the Relevant Date] or, if no such rate is quoted on that date, on the preceding date on which such rates are quoted; [Drafting Note: discuss conversion rates with the client who may have a preferred rate. Also check that the mechanics of the clause work, i.e. that page references/website references are correct and that it is possible to extract the specified rates from those sources. For access to Bloomberg, contact the Corporate Information Unit in London.];

“Copy” when used as a noun includes any medium in which computer programs and other information are capable of being recorded, whether electronically or otherwise;

“Copyright” means copyright[, database rights, design rights] and any other rights of a similar nature, including any registrations or applications for registration of such rights, subsisting in or attaching to the Works anywhere in the world for the full period of such rights;

“Copyright” means all rights of copyright, database rights and similar rights in the Design Documents and any similar rights in or attaching to the Designs or the Know How;

“Corporation Law” (only for Brazil)means Law No. 6.404, dated December 15, 1976, as amended from time to time;

“Corporate Capital Expenditure” means expenditure (including accrued expenditure) on corporate acquisitions (including for the avoidance of doubt, acquisition goodwill) net of disposal proceeds of corporate disposals, but excluding expenditure of any business or Group Company as part of the Reorganisation or as part of the implementation of the [●] Agreement;

“Corporate Documents” means all books and documents listed in Schedule [●] to this Agreement;

“Corporation Law” means Law No. 6.404, dated December 15, 1976, as amended from time to time;

“Credit Documents” means this Agreement, the Notes, and the Security Agreements;

“Critical Fault” means a fault [which substantially hinders or prevents the Licensee from using a material part of the software in question];

“Current Assets” means, with respect to any Person or Persons for any date of determination, all assets of such Person(s) constituting cash, marketable securities, trade and other receivables that are realizable within one (1) year from such date of determination, and inventory and prepaid expenses that are to be charged as an expense against income within one (1) year from such date of determination;

“Custom Software” means any new computer programs and any enhancements to existing computer programs which are to be developed by the Supplier hereunder, as specified in Schedule [●], and includes any enhancements of the foregoing;

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“CVM” means the Brazilian Securities Commission (Comissão de Valores Mobiliários);

D“Data” includes all information recorded in documents, records, written materials and other copies, but does not include computer programs;

“Data exporter” shall mean the controller who transfers the personal data;

“Data importer” shall mean the controller who agrees to receive from the data exporter personal data for further processing in accordance with the terms of these clauses and who is not subject to a third country’s system ensuring adequate protection;

“Data Room” means the data room containing documents and information relating to the Group made available by the Seller at [●] the contents of which are listed in [Appendix to the Disclosure [Letter][Schedule]];

“Data Room” means the set of documents and information of the Companies made available by Sellers to Purchaser beginning on [●];

"Data Subject" is a person who can be identified, directly or indirectly, by reference to an identification number or to one or more factors specific to their physical, physiological, mental, economic, cultural or social identity from any personal data;

“Date of Disposal” means the date on which a Divested Entity ceases to be an Affiliate or ceases to be owned by the Licensee or any of its Affiliates;

“Default” means an Event of Default or any other event or condition that, but for the requirement that time elapse or notice be given, or both, would constitute an Event of Default;

"Default Rate" means the rate per annum which is {specify default rate} per cent above the [base rate of {name of suitable bank}]/[LIBOR] from time to time;

“Definitive Note” means a note, in or substantially in the form set out in Schedules 1 or 2, issued in the name of the holder of one or more Notes and includes any replacement Definitive Notes issued pursuant to the Conditions;

“Definitive Restricted Note” means an individual Definitive Note substantially in the form set out in Schedule 1 bearing the Rule 144A Legend;

“Derivatives” means [●]’s bonds and securities traded in futures markets or other assets for which the securities issued by [●] serve as underlying or referenced assets;

“Design Rights” means (i) the Registered Designs and (ii) all other registered or unregistered design rights or similar rights to which either party is or may become entitled in any design recorded or embodied in the Design Documents or any part of the Know How;

“Disclosure [Letter][Schedule]” means [the letter dated on the same date as this Agreement from the Seller[’s Lawyers] to the Purchaser[’s Lawyers]] [Schedule [●] to this Agreement] disclosing:

(i) information constituting exceptions to the Sellers’ Warranties; and

(ii) details of other matters referred to in this Agreement;

“Disclosure Bundle” means the documents which are initialled for the purposes of identification by the Seller’s Solicitors and the Purchaser’s Solicitors;

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“Disclosure Letter” means the letter of the same date as this agreement from the Seller to the Purchaser in relation to the Warranties (including all schedules, appendices, annexes and the like);

“Disclosure Letter” means the letter of even date with this Agreement from the Vendors to the Purchaser disclosing:

(i) information constituting exceptions to the Warranties; and

(ii) details of other matters referred to in this Agreement;

“Disposal of Control” means the transfer of the Controlling Shares to a third party for compensation;

"Dispute" means any dispute or difference of whatsoever nature arising under, out of, in connection with or in relation (in any manner whatsoever) to this Agreement including (a) any dispute or difference concerning the initial or continuing existence of this Agreement or any provision thereof or as to whether this Agreement or any provision thereof is invalid, illegal or unenforceable (whether initially or otherwise) or (b) any dispute or claim which is ancillary or connected, in each case in any manner whatsoever, to the foregoing;

“Divested Entity” means:

(a) any company which at any time during the term of this Licence is an Affiliate of the Licensee; and/or

(b) any business or undertaking which at any time during the term of this Licence is owned by the Licensee or any of its Affiliates,

which, in the case of a company, ceases to be an Affiliate or, in the case of a business or undertaking, ceases to be owned by the Licensee or any of its Affiliates;

“Dividend” means, with respect to any Person, the declaration or payment of any dividend on or in respect of any shares of any class of Capital Stock of such Person; the purchase, redemption, or other retirement of any shares of any class of Capital Stock of such Person, directly or indirectly through a Subsidiary of such Person or otherwise; the return of capital by such Person to its shareholders as such; or any other distribution on or in respect of any shares of any class of Capital Stock of such Person, including without limitation, payments of interest thereon and any and all interest on such Person’s own capital (juros sobre capital próprio);

“Documentation” includes all documents and other written material supplied by the Supplier or manufacturer, describing, explaining or assisting in the use [or maintenance] of the Hardware, the Software or the System, as specified in Schedule 5, including [all logic and circuit diagrams necessary for the maintenance of the Hardware [or Software] by or on behalf of the Customer, and] user manuals relating to the Software;

"Dollars" and "US$" mean the lawful currency of the United States of America;

“Dollars,” “U.S. Dollars”, and the designation “US$” each means the lawful currency of the United States of America;

"DP Act" means the Data Protection Act 1998;

"DP Directives" means the European Union Directive 95/46/EC on the protection of individuals with regard to the processing of personal data and on the free movement of such data and the European Union Directive 2002/58/EC concerning the processing of personal data and the protection of privacy in the electronic communications sector;

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“Drawdown” means the crediting by the Administrative Agent of the principal amount of the relevant Loans in accordance with the instructions in a Notice of Drawdown;

“Due Diligence” means the legal investigation performed by Purchaser, with the assistance of

counsel, of the legal affairs of the Companies;

“DTC” means The Depository Trust Company;

“DTC Global Notes” means one or more DTC Unrestricted Global Notes, if any, and one or more DTC Restricted Global Notes, if any, issued in respect of the Notes;

“DTC Restricted Global Note” means a global Note substantially in the form set out in Schedule 2 bearing the Rule 144A Legend and the legends required by DTC;

“DTC Unrestricted Global Note” means a global Note substantially in the form set out in Schedule 2 bearing the legends required by DTC but not the Rule 144A Legend;

E“EBIT” - Earnings Before Interest and Taxes - means, as to any Person or Persons for any period, net income (or loss) for such period, plus (a) without duplication and to the extent deducted in determining net income for such period, the sum of (i) Interest Expense for such period, (ii) income and social contribution tax expenses for such period (less any tax refunds), (iii) extraordinary non-cash charges, financial charges and non-cash charges from the sale of assets (other than sales of inventory in the ordinary course of its business) for such period, minus (b) without duplication and to the extent included in net income for such period, any extraordinary gains, financial gains, or gains from sales of assets (other than sales of inventory in the ordinary course of its business), all as determined for such Person(s) and its/their Subsidiaries on a consolidated basis in accordance with GAAP;

“Economic Value” means the value of [●] and its shares as come to be determined by a specialized company, based on reputable methodology or on another criteria that comes to be defined by CVM;

"EC Treaty" means the Treaty of Rome of 25 March 1957 as amended by the Maastricht Treaty of 7 February 1992 and the Amsterdam Treaty of 2 October 1997;

"Effective Date" means the date on which all the conditions to the effectiveness of this Agreement, as provided in Section [●] (Conditions Precedent), are satisfied or waived in accordance with that Section;

“Employee Benefit Arrangements” means the schemes or arrangements, whether legally enforceable or not and whether formal or informal, operated by the Business Sellers or Specialties Companies or in which any Business Seller or Specialties Company participates in respect of Employees (other than State or statutory social security, unemployment, insurance, workers compensation or pension arrangements and any Share Schemes) and providing for benefits payable on retirement, death or disability and voluntary withdrawal from or involuntary termination of employment, including life assurance, Accidental Death and Dismemberment Schemes (“AD&D”), medical benefit arrangements and termination indemnity payments, profit sharing, stock bonuses, stock options, stock purchases, incentive arrangements, life, accident and health insurances, hospitalisation, savings, holiday, holiday bonus, vacation, severance pay, sick pay,

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sick leave, tuition refund, service awards, company car, scholarship, relocation or any other employee or executive benefits;

“Employee Retirement Benefit Arrangements” means in any jurisdiction the benefit schemes or arrangements in respect of employees of the Company (other than state or mandatory social security arrangements or mandatory collective bargaining arrangements), operated by the Company or in which the Company participates and that is in force at the Completion Date and which provides benefits on retirement, ill-health or injury, death or voluntary withdrawal from or involuntary terminations of employment, including termination indemnity payments, life assurance arrangements, accidental death and dismemberment schemes, and post retirement medical benefits;

“Employee” means any current or former (where possible) worker who, in practical terms, renders

(or has rendered) services for a Company, on a regular basis and under subordination, even if

there is an agreement establishing otherwise;

“Employees” means the persons employed by [●] and spending a substantial amount of time in the business of the Group Companies and whose names are set out in the Schedule headed "Employees" together with such other persons who, with the consent of the Purchaser (such consent not to be unreasonably withheld) and in the ordinary and usual course of business, become employed by the Group Companies prior to Completion, subject to paragraph 1(h) in the schedule headed “Covenants up to Completion” and excluding such persons currently listed in the schedule headed “Employees” as notified to the Purchaser prior to Completion as having resigned their employment or retired in the ordinary course of business and Employee means any of them;

“Employees” means those employees of the Group Companies who are immediately prior to Closing employed in the Group [(other than any specifically excluded by agreement with the Purchaser);

“Employees” means:

(i) the Specialties Companies Employees and all the persons employed by any of the Business Sellers wholly or mainly in connection with the relevant Businesses as at Completion being at the date of this Agreement those whose names are listed in the lists in the agreed terms referred to in Schedule [●]; and

(ii) such other persons as [●] and [●] shall agree who shall, without limitation, include Non TUPE Employees, Non European Regulations Employees and Rest of World Non Transfer Employees;

“Employee Benefit Arrangements” means in any jurisdiction the benefit schemes or arrangements in respect of Relevant Employees (other than state or mandatory, social security arrangements or mandatory collective bargaining arrangements), operated by the Sellers or in which the Seller participates and that is in force at the Completion Date and which provide benefits on retirement, ill-health or injury, death or voluntary withdrawal from or involuntary termination of employment, including termination indemnity payments, life assurance arrangements, accidental death and dismemberment schemes, and post retirement medical benefits;

“Employment Costs” means a sum equivalent to the aggregate of (i) the amount payable or paid to or in respect of the employment of the relevant Employee (including, but not limited to, salary, wages, tax and social security contributions, employer's pension contributions, bonus, insurance premium, payments or allowances or any other consideration for employment) and (ii) the cost of providing any non-cash benefits, which the employer is required to provide, by law or contract or

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customarily provides in connection with such employment (including, but not limited to, other employee benefit provisions);

“Employment Costs” means a sum equivalent to the aggregate of (i) the amount payable or paid to or in respect of the employment of the Relevant Employee (including, but not limited to, salary, wages, tax and social security contributions, employer's pension contributions and other contributions which the employer is required by law to provide, bonus, insurance premium, payments or allowances or any other consideration for employment) and (ii) the cost of providing any non-cash benefits, which the employer is required to provide, by law or contract, or customarily provides in connection with such employment (including, but not limited to, other employee benefit provisions);

“Employment Liabilities” means any and all Employment Losses arising out of or connected with employment or the employment relationship, or termination of employment, or of the employment relationship (including, but not limited to, all Employment Losses in connection with any claim for redundancy pay, or damages or compensation for unfair or wrongful dismissal or breach of contract);

“Employment Liabilities” means any and all Employment Losses arising out of or connected with employment or the employment relationship, or termination of employment, or of the employment relationship (including, but not limited to, all Employment Losses in connection with any claim for redundancy, termination or severance pay, or damages or compensation for dismissal or breach of contract);

“Employment Losses” means all and any losses, Liabilities, damages, compensation, awards, fines, costs (including, but not limited to, reasonable legal costs) charges, expenses, actions, proceedings, claims and demands;

“Employment Losses” means all and any losses, liabilities, damages, compensation, awards, fines, costs (including, but not limited to, reasonable legal costs) charges and expenses relating to the Relevant Employees, including those arising out of actions, proceedings, claims or demands;

"EMU Legislation" means legislative measures of the Council of the European Union for the introduction of, changeover to or operation of a single or unified European currency (whether or not known as the Euro), being in part the implementation of the third stage of European Monetary Union;

“Encumbrance” means any claim, charge, mortgage, lien, option, equity, power of sale, hypothecation, usufruct, retention of title, right of pre-emption, right of first refusal or other third party right or security interest of any kind or an agreement, arrangement or obligation to create any of the foregoing;

“Encumbrance” means any burden, claim, charge, guarantee, mortgage, security, lien, option,

equity, power of sale, right to purchase, hypothecation and any other similar third party right or

other interest which is adverse to the interest of the Purchaser or of any of the Companies;

"Encumbrance" means any pledge, claims, liabilities, liens, encumbrances, charges, options, restrictions or agreements on voting rights or alienation or any other limitation whatsoever, including any inalienability burden as a consequence of the extrajudicial liquidation of the companies mentioned in Whereas [●] of this Agreement or any restriction imposed by a judicial authority as a consequence of civil liability lawsuits filed in connection with such extrajudicial liquidations;

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“Encumbrance” means any claim, charge, mortgage, security, lien, option, equity, power of sale, or other third party rights, retention of title, right of pre-emption, right of first refusal or security interest of any kind;

“Environment” means all or any of the following media (alone or in combination): air (including the

air within buildings and the air within other natural or man-made structures whether above or

below ground); water (including water under or within land or in drains or sewers); soil and land

and any ecological systems and living organisms supported by these media;

“Environment” means all or any of the following media: air (including air within buildings); water (including water under or within land or in drains or sewers); soil and land and any ecological systems and living organisms supported by these media;

“Environmental Authority” means any legal person or body of persons having jurisdiction to determine any matter arising under Environmental Law and/or relating to the Environment;

“Environmental Authority” means any legal person or body of persons (including the Ministério

Público, any government department or government agency or court or tribunal) having jurisdiction

to file a Legal Claim or determine any matter arising under Environmental Law and/or relating to

the Environment;

“Environment Indemnity” means the indemnity relating to the Environment in the Agreed Terms;

“Environmental Law” means all laws, statutes, regulations, statutory guidance notes and final and

binding court and other tribunal decisions of any relevant jurisdiction and applicable to the

Companies in force in the relevant jurisdiction at the date of this Agreement whose purpose is to

protect, or prevent pollution of, the Environment or to regulate emissions, discharges, or releases

of Hazardous Substances into the Environment, or to regulate the use, treatment, storage, burial,

disposal, transport or handling of Hazardous Substances;

“Environmental Law” means all applicable laws, statutes, regulations, and decisions or the like of any relevant jurisdiction whose purpose is to protect, or prevent pollution of, the Environment or to regulate emissions, discharges, or releases of Hazardous Substances into the Environment, or to regulate the use, treatment, storage, burial, disposal, transport or handling of Hazardous Substances;

"Environmental Law" shall mean any supranational, national, federal, state, canton, provincial, municipal, or local Legal Requirement or common law, relating to pollution or the protection of the environment including, without limitation, relating to the use, handling, transportation, treatment, storage, disposal, release or discharge of any pollutant, contaminant or hazardous materials, and regulations adopted pursuant thereto, as the same were in the past, are currently in effect or as hereafter amended;

“Environmental Laws” means any and all national, state, provincial or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees or requirements of any Governmental Authority relating to or imposing liability or standards of conduct concerning pollution or protection of human health or the environment, as now or at any time hereafter in effect;

"Environmental Liability" shall mean any Liability (including, without limitation, the cost of any investigation, testing, compliance, or remedial action) arising out of, relating to, or resulting from any environmental, health or safety matter or condition, including natural resources, and related in any way to the Business or the Transferred Assets, or to this Agreement or its subject matter, in each case, whether arising or incurred before, on or after the Closing Date;

“Environment Indemnity” means the indemnity relating to the Environment in the Agreed Terms;

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“Environmental Claim” means any claim originating from the carrying out of the Business that, by virtue of applicable law, may be brought by any competent environmental agency against any of the PARTIES, or any of the INTERVENING PARTIES to this Agreement;

“Environmental Permit” means any license, consent, approval, authorization, permission,

notification, waiver, order or exemption which is issued, granted or required under Environmental

Law;

“Estimated Cash” means, in respect of each Closing, the Seller’s reasonable estimate of the aggregate of the Group Companies’ Cash Balances;

“Estimated Indebtedness Statement” means, in respect of each Closing, the statement to be prepared by the Seller in accordance with Section [●];

“Estimated Intra-Group Indebtedness” means, in respect of each Closing, the aggregate of the Estimated Intra-Group Payables less the Estimated Intra-Group Receivables of the Relevant Companies;

“Estimated Intra-Group Payables” means, in respect of each Relevant Company, the Seller’s reasonable estimate of the Intra-Group Payables to be set out in the Estimated Indebtedness Statement;

“Estimated Intra-Group Receivables” means, in respect of each Relevant Company, the Seller’s reasonable estimate of the Intra-Group Receivables to be set out in the Estimated Indebtedness Statement;

“Estimated Net Asset Adjustment” means, in respect of a Closing, the amount by which the Estimated Net Assets is greater than the Base Net Assets (such amount being expressed as a positive figure) or by which it is less than the Base Net Assets (such amount being expressed as a negative figure);

“Estimated Net Assets” means, in respect of each Closing, the Seller’s reasonable estimate of the Net Assets, to be notified by the Seller to the Purchaser pursuant to Clause [●];

“Estimated Third Party Indebtedness” means, in respect of each Closing, the Seller’s reasonable estimate of the Third Party Indebtedness of the Relevant Companies;

"Euro" means the single currency of Participating Member States of the European Union as constituted by the EC Treaty and as referred to in EMU Legislation;

“EUR” or “Euro” or “€” means the euro, the single currency introduced in the member states of the European Communities which adopted such single currency at the start of the third stage of European Economic and Monetary Union pursuant to the Treaty Establishing the European Community, as amended;

"European Economic Area" means the area comprised by the contracting parties to the Agreement on the European Economic Area signed at Oporto on 2 May 1992 as adjusted by the protocol signed at Brussels on 17 March 1993 and as amended from time to time;

“Exchange Rate” means the average between the bid and ask R$/USD exchange rate on the closing of the Business Day immediately prior to any given date, as published by Bacen through SISBACEN System under the denomination PTAX 800, option 5 (PTAX 800, Opção 5);

“Exchange Rate” The average of the U.S. dollar rate quoted by the Central Bank of Brazil via SISBACEN for PTAX-800, option 5, rates for accounting transaction, in the date immediately preceding the relevant date (“Exchange Rate”). If, by any reason, the PTAX-800 rate is not quoted by the Central Bank of Brazil, the Exchange Rate shall be the exchange rate determined by the

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Central Bank of Brazil for the U.S. dollar referring to the foreign investment transactions, registered or to be registered before the Central Bank of Brazil or, if such determination is not made, the Exchange Rate shall be the average of the three average exchange rates of the U.S. dollar quoted by each of the following Brazilian Banks: (i) Citibank S.A., (ii) ABN-AMRO Bank and (iii) Unibanco – União de Bancos Brasileiros, S.A. for the commercial transactions performed in the Business Day immediately preceding the relevant date;

“Exchange Rate” shall mean the average of the U.S. dollar buying and selling rate quoted by the Central Bank via SISBACEN for PTAX-800, option 5, rates for transactions closed, in the date immediately preceding the relevant date. If, by any reason, the PTAX-800 rate is not quoted by the Central Bank, the Exchange Rate shall be the average of the buying and selling exchange rates determined by the Central Bank for the U.S. dollar referring to the foreign investment transactions, registered or to be registered before the Central Bank or, if such determination is not made, the Exchange Rate shall be the average of the three average buying and selling exchange rates of the U.S. dollar quoted by each of the following Brazilian Banks: (i) Banco do Brasil S.A., (ii) Banco ABN Amro Real S.A. and (iii) BankBoston Banco Múltiplo S.A. for the commercial transactions performed in the Business Day immediately preceding the relevant date;

“Exchange Rate” means the average purchase and selling rates for U.S. dollars in the commercial foreign exchange market, applicable on a given date, as published by the Central Bank through its Information System (local acronym SISBACEN), Transaction PTAX-800, Option 5, in respect of trading carried out on the previous business day;

“Excluded Assets” means the property, rights and assets referred to in Clause [●];

“Excluded Liabilities” means the liabilities referred to in Clause [●];

“Exhibit” means all documents and contracts attached to this Agreement;

"Expert" means an independent person with appropriate qualifications and experience agreed upon between the parties to a Dispute or (failing agreement within [14] days of (a) the initiation of the reference to Expert determination, or (b) the relevant Parties being notified that the Expert is unable or unwilling to complete the reference to Expert determination, as applicable) nominated by the [President] of {name of appointing authority} or his deputy on the application of any party to the Dispute;

F“Fibre Optics” means a technology that uses glass (or plastic) threads (fibres) to transmit data modulated onto light waves;

“Final Maturity Date” means August 28, 2006. In the event that the Final Maturity Date is a day that is not a Business Day, then the Final Maturity Date will be the immediately preceding Business Day;

“Financial Statements” means the Balance Sheet, Statement of Retained Profits or Losses, Income Statements and Statements of Changes in Financial Position of [●] for fiscal year [●], audited by [●], and accompanied by the opinion of said independent auditors;

“Financial Statements” means, jointly or individually, any of the Balance Sheet, Statement of Cash Flow, Management Accounts, Retained Profits or Losses, Income Statements and Statements of Changes in Financial Position of the Company and any explanatory notes relating to the above (notas explicativas) for fiscal year 2 [●], audited by [●], where applicable, and accompanied by the opinion of said independent auditors; and “financial statements” has the

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same meaning as above, except that not necessarily referring to the fiscal year ended 31 December 2 [●];

“First Payment Date” shall mean the first anniversary of the Closing Date;

“Firmware” means any device supplied by the Supplier as part of the Hardware in which computer programmes are embedded;

“Fixed Assets” means tangible fixed assets and intangible fixed assets including acquisition goodwill and trade loans. For the avoidance of doubt, Fixed Assets excludes any amounts included in the Working Capital Amount;

“Force Majeure” means any circumstance or cause not reasonably foreseeable and outside and beyond the control of the Party affected thereby, including but not limited to the following: any act of God; governmental action, regulation that prevents the further keeping or performance of obligations; earthquake; tornado; quarantine or embargo; war, revolution, insurrection, riot or sabotage; or any other cause similar to any of the foregoing not reasonably foreseeable and outside and beyond the control of the Party affected thereby;

“Force Majeure” means any circumstances beyond the reasonable control of the Sellers, including without limitation, any of the following to the extent beyond the reasonable control of the Sellers: (a) war, acts of warfare, hostilities (whether war be declared or not), invasion, incursion by armed force, act of hostile army, nation or enemy; (b) riot, uprising against constituted authority, civil commotion, disorder, rebellion, organised armed resistance to the government, insurrection, revolt, military or usurped power, civil war; (c) industrial action; (d) nuclear radiation; (e) flood, fire, arson, storm, lightning, tempest, accident, or other Acts of God; (f) epidemic, explosion, disease, earthquake, hijacking, sabotage or crime;

“Free Float” means all shares issued by [●] other than: (i) the shares held by the Controlling Shareholder(s) and, where applicable, his spouse, common-law spouse and dependents stated on the annual income tax return; (ii) the shares held in treasury; (iii) the shares held by X’s Controlled Companies and X’s Affiliated Companies, as well as by other companies under the same group as such [●]’s Controlled and Affiliated Companies, whether de facto or de jure; and (iv) the shares held by the Controlling Shareholder’s Controlled Companies and the Controlling Shareholder’s Affiliated Companies, as well as by other companies under the same group as such Controlling Shareholder’s Controlled and Affiliated Companies, whether de facto or de jure;

“[Freehold] Properties” means the freehold or owned properties brief details of which are set out in Schedule [●] and “[Freehold] Property” means any one of them;

“FSA” means the Financial Services Authority;

“Funding Date” means the date the Notes are certified and delivered by the [●];

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G“GAAP” means generally accepted accounting principles and applicable legal requirements with respect to accounting matters in Brazil, consistently applied during a relevant period;

"Good Industry Practice" means the exercise of that degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person [acting in good faith and] carrying out the same type of activity under the same or equivalent circumstances [[in a similar location] and acting generally in accordance with [all applicable laws];

“Good Laboratory Practices” shall have the meaning ascribed to such term in Part 160 of the United States Code of Federal Regulations;

“Goodwill” means the goodwill of the Business Sellers in relation to the Group Businesses as at the relevant Closing [together with the exclusive right [(so far as the Business Sellers can grant the same)] for the Business Purchasers to represent themselves as carrying on the business of the Group [under the name “[●]” or any other similar name] in succession to the Business Sellers];

“Governing Documents” of any Person means the charter and by-laws, articles of incorporation or other organizational or governing documents of such Person (but excluding shareholders agreements relating to such Person);

“Governmental Approval” means any consent, license, approval, order, authorization, exemption, registration, filing, opinion or declaration from or with, notice to, or any other action by or in respect of, as the case may be, any Governmental Authority;

“Governmental Authority” means (i) any international, multinational, national, federal, provincial, state, municipal, local or other governmental or public department, central bank, court, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) any subdivision or authority of any of the above, (iii) any governmental or private body exercising any regulatory, rule-making, expropriation or taxing authority under or for the account of any of the above, and (iv) any stock exchange;

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) and any entity exercising executive, legislative, judicial, regulatory or administrative authority of or pertaining to government (whether such authority is recognized as a de jure government or is a de facto government);

"Governmental Body" shall mean any supranational, federal, state, local or municipal governmental body entitled to exercise any administrative executive, judicial, legislative, police, regulatory or taxing authority;

“Group” in respect of any company means the Affiliates of such company, taken as a whole;

“Group” means the Group Companies and the Group Businesses, taken as a whole;

“Group” means the Group Companies, taken as a whole;

“Group Businesses” means the unincorporated businesses of [●] carried on by the Business Sellers and being sold under this Agreement and the Local Transfer Documents, particulars of which are contained or referred to in [●] and “Group Business” means any one of them;

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“Group Companies” means the Companies and the Subsidiaries and “Group Company” means any one of them;

“Group Companies’ Cash Balances” means the Cash Balances held by or on behalf of the Relevant Companies at close of business on the relevant Closing Date;

“Group Companies’ Properties” means the Properties set out in Schedule [●];

“Group Company Cash Balances” means the Cash Balances held by the Group Companies as at the close of business on the day immediately preceding the Completion Date;

H“Hardware” includes the computers, computer terminals, computer peripherals, communications equipment and all related computer equipment which are to be supplied by the Supplier hereunder, as specified in Schedule [●], including any upgraded versions thereof;

“Hazardous Materials” means any hazardous or toxic substance, materials or wastes, defined, listed, classified or regulated as such in or under any Environmental Laws, including without limitation, asbestos, petroleum or petroleum products;

“Hazardous Substances” means any wastes, pollutants, contaminants and any other natural or artificial substance (whether in the form of a solid, liquid, gas or vapour, and whether alone or in combination) which is capable of causing harm or damage to the Environment;

“Hazardous Substances” means any wastes, pollutants, contaminants and/or any other natural or artificial substance (whether in the form of a solid, liquid, gas or vapour, and whether alone or in combination) which is capable of causing harm or damage to the Environment or a nuisance to any person;

"Holding Company" means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary;

I“IAS” means the international accounting rules issued by the International Accounting Standards Committee;

“ICAS” means the individual capital assessment carried out by each of the Insurance Companies pursuant to the PSB and agreed with the FSA;

"ICC" means the International Chamber of Commerce;

"Implementing Legislation" means the legislation implementing the DP Directives, and any guidance, policy or recommendations in respect of such legislation and/or the DP Directives provided by a Competent Authority and/or the Article 29 Working Party established by the DP Directives;

“Incentive Schemes” means all share incentive, share option, profit sharing, bonus or other incentive arrangements for or affecting any of the Companies Employees, directors, officers or agents;

"Income Tax” means any Tax on net income;

“Indebtedness” means:

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(i) all monies borrowed or raised from any third parties (whether under or not under normal commercial lending terms or upon the issue of bills, bonds, notes or loan stock);

(ii) other than to the extent included in a Third Party Indebtedness Statement, obligations under finance leases involving a liability in the case of any individual lease in excess of£250,000;

(iii) receivables sold or discounted;

(iv) all foreign exchange contracts and all derivative instruments (including, without limitation, any interest or currency protection, hedging or financial future transactions) of the Operations; and

(v) any guarantee, counter-indemnity, letter of credit, indemnity or similar assurance against the financial loss of any person other than the Specialties Companies;

“Indebtedness” means in relation to any person:

(i) all monies borrowed or raised (whether or not under normal commercial lending terms, pursuant to factoring arrangements or upon the issue of bills, bonds, notes or loan stock) including accrued interest thereon and including any break fees required to be incurred in relation to the termination of a facility;

(ii) all foreign exchange contracts and all derivative instruments (including, without limitation, any interest or currency protection, hedging or financial future transactions) (in each case marked to market at the Conversion Rate prevailing on the day immediately preceding the Completion Date) of the Operations; and

(iii) any guarantee, counter-indemnity, letter of credit, indemnity, performance bonds or similar assurance against the financial loss of any other person;

“Indebtedness” means in relation to any Company:

(i) all monies borrowed or raised (whether or not under normal commercial lending terms or upon the issue of bills, bonds, notes or loan stock), including any accrued interest thereon and including any break fees incurred on in relation to facilities terminated directly as a result of this Agreement, if any;

(ii) obligations under finance leases involving a liability in the case of any individual lease;

(iii) all foreign exchange contracts and all derivative instruments (including, without limitation, any interest or currency protection, hedging or financial future transactions) in each case, where possible, marked to market on the date hereof;

(iv) any guarantee, counter-indemnity, letter of credit, indemnity or similar assurance against the financial loss of any other person or entity; and

(v) any third party debt for which the Company may be held liable;

“Indebtedness” means, as to any Person, without duplication, (a) all indebtedness of such Person in respect of (i) borrowed money, including but not limited to, obligations in connection with acceptance facilities and letter of credit facilities, and (ii) the deferred purchase price of property or services, (b) all payment obligations of such Person evidenced by bonds, debentures, notes or other similar securities, (c) all direct or indirect guarantees of such Person in respect of, and all obligations (contingent or otherwise) of such Person to any other Person for, borrowed money or

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for the deferred purchase price of property or services, (d) all obligations of such Person as lessee under leases which shall have been or ought to be, in accordance with GAAP, recorded as capital leases, (e) all indebtedness of another Person secured by a Lien on any property owned by such Person, whether or not such Person has assumed or otherwise become liable for the payment thereof, and (f) net liabilities arising under derivative transactions, repurchase agreements or hedging transactions;

“Indebtedness Determination Date” means, in respect of any Closing, the day falling [10] Business Days after the date on which the process described in [●] for the preparation of the Indebtedness Statement is complete;

“Indebtedness Statement” means, in respect of a Closing, the statement to be prepared by the Seller in accordance with Section [●];

“Indemnifiable Losses” means the amount corresponding to [●] % any losses, damages, costs, fines, penalties, or other harm incurred by Buyer and/or by any of the Companies, only if such losses, damages, costs (including attorneys’ fees), fines, penalties or pther losses result solely and exclusively from (a) acts, facts, events or dealings prior to the date of the present Agreement; or (b) any breach to Seller’ covenants hereunder. Any losses, damages, costs, fines, penalties, or other losses that are directly or indirectly related to (a) lost profits as a result of activities not pertaining to the Companies’ essential corporate purposes; and/or (b) Real Property Losses are expressly excluded from concept of Indemnifiable Losses;

"Indemnified Party" means a Party which is or may be entitled to an indemnity pursuant to Section [●] (Indemnity);

"Indemnifying Party" means a Party which is or may be liable to indemnify another Party pursuant to Clause [●] (Indemnity);

"Indexed" means [that an amount shall be increased by application on each 1 April of the percentage increase in the [Retail Prices Index] over the preceding 365 days (or in a leap year, 366 days)]/[in relation to a figure, that figure as adjusted in direct proportion to the change in the Retail Prices Index (as published for the month[s] of {month(s)}];

"Indicator" means {specify indicator} or any replacement agreed between the Parties or determined pursuant to Clause [●] (Cessation of Publication of any Indicator);

"Individual Parties" means {specify any Parties which are individuals};

“Industrial Know-how” means any industrial information and techniques likely to assist in the manufacture or processing of goods or materials, or in the working of a mine, oil well or other source of mineral deposits (including the searching for, discovery or treating of deposits or the winning of access thereto), or in the carrying out of any agricultural, forestry or fishing operations;

“Inflation Rate” means the rate of inflation for Brazil, as determined by the General Brazilian Consumer Price Index (Índice de Preços ao Consumidor Amplo - IPCA) as published from time to time by the Brazilian Institute for Geography and Statistics (Instituto Brasileiro de Geografia e Estatística - IBGE) or any successor or substitution index that comes to replace this index;

“Information on the Companies” means any and all information made available by Sellers or their representatives (lawyers, accountants, financial advisers, etc.) to Purchaser or their representatives (lawyers, accountants, financial advisers, etc.) (i) during the Due Diligence of Purchaser;

“Information Technology” means computer systems, communications systems, software, hardware and databases owned, used or licensed by or to the Company;

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“Information Memorandum” means the information memorandum to be prepared by the Purchaser in respect of the Company for use in marketing the Shares by the Purchaser to prospective third party purchasers;

“Improvements” means all additions, developments, modifications or adaptations to any part of the Products or the Know How created or acquired by either party during the term of this Agreement;

“Information Technology Systems” means the printing, network, computer, cabling, data processing, information provider, data and archiving systems currently used by Target Business as further described in the Separation Plan;

“X Intellectual Property” means all Intellectual Property Rights relevant to a Project which are owned by X and which X has the right to disclose and/or license to Y for the purposes of such Project and which were developed before the Project started or are developed by X independently of the Project while the Project is being carried out;

“Y Intellectual Property” means all Intellectual Property Rights relevant to a Project which are owned by Y and which Y has the right to disclose and/or license to X for the purposes of such Project and which were developed before the Project started or are developed by Y independently of the Project while the Project is being carried out;

“Intellectual Property” means the [(take from definition in main sale agreement--or set out in a Schedule)] which are owned or controlled by Licensor and which are currently used by Licensee in its Business or are agreed in writing between Licensor and Licensee from time to time to be included in the grant of rights under this Agreement;

"Intellectual Property" means, in any and all jurisdictions, any and all of the following intellectual property which relates to the Business and/or Transferred Assets: (a) the Product Patents, (b) the Product Trademarks, (c) all registered and unregistered copyrights, (d) the Market Data, (e) the Manufacturing Know-How, and (f) such other information and data as set forth in [●];

“Intellectual Property” means all rights and interest owned by any of the Business Sellers in Intellectual Property (including Business Know-how) which at or [immediately] before the relevant Closing is used [exclusively or primarily] in relation to the Group Businesses, including the Intellectual Property details of which are set out in Schedule [●];

“Intellectual Property” means trade marks, service marks, trade names, domain names, logos, get-up, patents, inventions, registered and unregistered design rights, copyrights, semi-conductor topography rights, database rights and all other similar rights in any part of the world (including Know-how) including, where such rights are obtained or enhanced by registration, any registration of such rights and applications and rights to apply for such registrations;

“Intellectual Property” means the Copyright and Design Rights [and all other intellectual property rights recorded or embodied in the Design Documents or any part of the Know How];

“Intellectual Property” or “IP” means trade marks and service marks and all goodwill associated with such marks, trade names, logos, get-up, patents, inventions, registered and unregistered design rights, copyrights (including copyrights in computer software), semi-conductor topography rights, database rights and all other similar proprietary rights which may subsist in any part of the world including Industrial Know-how and Know-how and including, where such rights are obtained or enhanced by registration, any registration of such rights and applications and rights to apply for such registrations;

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“Intellectual Property Right” means copyrights, patents trade marks, design rights database rights, semiconductor topography rights, trade secrets and all other similar rights anywhere in the world including, where such rights are obtained or enhanced by registration, any registrations of such rights and applications and rights to apply for such registrations;

“Intellectual Property Rights” means (a) copyright, patents, rights in Know-how and confidential information, database rights and rights in trade marks and designs (whether registered or unregistered), (b) applications for registration, and the right to apply for registration, for any of the same, and (c) all other intellectual property rights (including service marks, trade names, domain names, logos, get-up and inventions )and equivalent or similar forms of protection existing anywhere in the world;

“Intellectual Property Rights” means patents, plant breeders’ rights, registered and unregistered design rights, utility models, copyrights, database rights confidential technical and scientific information and all other intellectual or industrial property rights including, where such rights are obtained or enhanced by registration, any registration of such rights (including the right to apply for such registrations) and applications therefore (including the right to claim priority from patent applications) but excluding any trade marks and service marks (registered or unregistered);

“Registered Intellectual Property” means such of the Sellers’ Intellectual Property as is registered or the subject of applications for registration in any patent, trade mark or other Intellectual Property registry anywhere in the world;

“Inter-Company Balance” means each inter-company loan or other debt or payable of any nature (inclusive of any interest) between a member of the Seller's Group and a Group Company excluding Additional Funding and amounts due under the Contingent Loan Agreements and the Specific Contingent Loan Agreements;

“Interest Payment Date” means the last day of each Interest Period;

“Interest Period” means, with respect to Tranche A Loans or Tranche B Loans, as applicable, initially, the period starting on the applicable Drawdown Date for such Loan and ending on the first Principal Repayment Date for such Loan, and, thereafter, each period starting on the last day of the preceding Interest Period and ending on the numerically corresponding day in the calendar month that is one (1) month thereafter, provided that if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day, unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day;

“Interest Period” means initially, the period commencing on the Drawdown Date and ending on the numerically corresponding day in the calendar month that is one month thereafter, provided that if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day;

“Interest Rate” shall be the sum of:

(i) the average annual US Risk Free Rate, as determined on each Payment Date, for the 12 (twelve) months preceding such Payment Date on the basis of the average of the rates displayed on the last Business Day of each month of such 12 month period; plus

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(ii) the average Brazil Country Risk Rate, as determined on each Payment Date for the 12 months preceding such Payment Date on the basis of the average of the rates as displayed on the last Business Day of each month of such 12 months period; plus

(iii) an [●] corporate credit risk rate of 3% (three percent) per annum;

“Interest Rate Determination Date” means the day two Business Days prior to the first day of the relevant Interest Period;

“Intra-Group Indebtedness” means, in respect of any Closing, the aggregate amount of the Intra-Group Payables minus the aggregate amount of the Intra-Group Receivables of the Relevant Companies;

“Intra-Group Payables” means all outstanding loans or other financing liabilities or obligations (including, for the avoidance of doubt, dividends) owed by a Relevant Company to a member of the Seller’s Group as at the close of business on the relevant Closing Date, but excluding any item which falls to be included in calculating the Group Companies’ Cash Balances, or the Third Party Indebtedness;

“Intra-Group Receivables” means all outstanding loans or other financing liabilities or obligations (including, for the avoidance of doubt, dividends) owed by a member of the Seller’s Group to a Relevant Company as at the close of business on the relevant Closing Date, but excluding any item which falls to be included in calculating the Group Companies’ Cash Balances or the Third Party Indebtedness;

"Inventory" shall mean all of the Seller's and its Affiliates' inventory of [●] and Products existing on the [●] which complies with the applicable specifications set forth in [●] and is in good and merchantable condition, as well as (i) all merchandise and packaging materials related to the Products, and (ii) all work-in-progress, maintained, held or stored by, or on behalf of, the Seller and/or its Affiliates on the [●];

“Inventory” means the raw materials, finished goods and work-in-progress (as defined in SSAP 9) owned or agreed to be bought for which an invoice has been received, or a goods received note has been generated, by any of the Business Sellers exclusively in connection with the Businesses at the close of business on the day immediately preceding the Completion Date wherever held other than any such which bears the name of [●] or any other member of [●]’s Group;

“Investments” means the expenditure of capital for the execution of works, purchase of facilities, equipment and material (supplies, raw material and feedstock), intended to expand [●]’s activities, only if within the scope of [●]’s corporate purpose on the date hereof;

“Interest Payment Date”: for an Interest Period shall mean the Business Day in which payments of interest will be due, the Interest Payment Date for the first Interest Period being July 11, 2003 and each subsequent Interest Payment Date being the numerically corresponding date in the following calendar month thereafter. If any Interest Payment Date would otherwise be a day which is not a Business Day, it shall be the next succeeding Business Day;

“Interest Period”: shall mean a period of one month from the first Interest Period commencing on June 11, 2003 and ending on July 11, 2003, provided, that:

(i) each subsequent Interest Period for the Debt shall commence on the last day of the immediately preceding Interest Period and end on the numerically corresponding day in the following calendar month thereafter; and

(ii) if any Interest Period would otherwise end on a day which is not a Business Day it shall be extended to the next succeeding Business Day;

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“Interest Rate Determination Date” shall mean the second (2nd) Libor Business Day prior to the applicable Interest Payment Date;

“IPRU(INS)” means the Interim Prudential Sourcebook for Insurers in the FSA’s Handbook of Rules and Guidance;

“IT Systems” means all computer systems used by the Operations including, without prejudice to the generality of the foregoing, computer processors, computer programs, data entered into, created or stored by such computer systems and all other computer related hardware, software or peripherals;

J K“Know-how” means confidential and proprietary industrial and commercial information and techniques in any form including (without limitation) drawings, formulae, test results, reports, project reports and testing procedures, instruction and training manuals, tables of operating conditions, market forecasts, lists and particulars of customers and suppliers;

“Know-how” means confidential industrial, technical or commercial information and techniques in any form (including paper, electronically stored data, magnetic media, film and microfilm) including (without limiting the foregoing) drawings, laboratory notebooks, formulae, test results, reports, research reports, project reports and testing procedures, shop practices, instruction and training manuals, tables of operating conditions, market forecasts, specifications, quotations, tables, lists and particulars of customers and suppliers, marketing methods and procedures, show-how and advertising copy;

“Know-how” means confidential, industrial and commercial information and techniques in any form (including paper, electronically stored data, magnetic media, film and microfilm) including (without limiting the foregoing) drawings, formulae, test results, reports, project reports and testing procedures, shop practices, instruction and training manuals, tables of operating conditions, market forecasts, specifications, quotations, tables, lists and particulars of customers and suppliers, marketing methods and procedures, show-how and advertising copy;

“Know-how” means all rights and interest owned by any of the Business Sellers in Know-how which at or [immediately] before the relevant Closing is used [exclusively or primarily] in relation to the Group Businesses;

“Know-How” means all information including drawings, test reports, operating and testing procedures, shop practices, instruction manuals, bills of materials, recipes and formulae, tables of operating conditions and the like relating to the design, manufacture or supply of the Products [including, without limitation,/but specifically excluding] the matters listed in Schedule [●];

"Manufacturing Know-How" shall mean all of Seller's and its Affiliates technical and scientific know-how, information and data, whether protected or not, relating to the formulation and manufacture of [●] and/or the Products (including, but not limited to, diagrams, charts, manuals, formulas or analytical methods), including, but not limited to, the technical and scientific know-how, information and data listed in more detail on [●];

"Knowledge" an individual will be deemed to have "Knowledge" of a particular fact or matter if (a) such individual is actually aware of such fact or other matter or (b) such individual could be expected to discover or otherwise become aware of such fact or other matter in the course of conducting a reasonably comprehensive investigation;

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"Seller's Knowledge" shall mean the Knowledge of any Person who is, or at anytime was, a director, officer, shareholder, partner, member, employee, agent or consultant of the Seller or any of its Affiliates, and any such Person shall be deemed to have conducted a reasonably comprehensive investigation regarding the accuracy of the representations and warranties made by the Seller herein;

L“LCIA” means the London Court of International Arbitration;

“[Leasehold] Properties” means the [leasehold] properties brief details of which are set out in of Schedule [●] and “[Leasehold] Property” means any one of them;

“Legal Claim” means any claim, legal action, proceeding, suit, litigation, prosecution, investigation,

enquiry or arbitration, whether present or future, judicial, administrative or otherwise, either

involving the Companies or to which any of the Companies would be subject to, or which final

decision could represent an Adverse Change or have a Material Adverse Effect on all or any of the

Companies;

“Legal Requirement” means any applicable law, statute, treaty, rule, code, ordinance, regulation, permit, authorization or order of any Governmental Body and any judgment, decree, injunction, writ or order of any court of competent jurisdiction;

“Liabilities” means all liabilities, duties and obligations of every description, whether deriving from contract, common law, statute or otherwise, whether present or future, actual or contingent, ascertained or unascertained or disputed and whether owed or incurred severally or jointly or as principal or surety;

“Liabilities” means all liabilities, duties and obligations of every description, whether deriving from

contract, law or otherwise, whether present or future, actual or contingent, ascertained or

unascertained or disputed and whether owed or incurred severally or jointly or as principal or

surety, of any nature whatsoever such as, but not limited to, of a corporate, contractual,

commercial, civil, labor, tax, social security and/or environmental nature, arising out of any act,

event, omission or fact initiated or existing before the date hereof, in any way related to the

Companies and/or to the operation of their businesses;

"Liabilities" means any and all debts, liabilities, obligations, indebtedness, expenses (including attorney's and consultant's fees and expenses), claims, demands, orders, judgments, suits, costs (including costs of investigation and defence), losses, damages, deficiencies, guarantees, and endorsements, whether direct or indirect, accrued or fixed, absolute or contingent, matured or un-matured, determined or determinable, including, without limitation, those arising under any Legal Requirement (including, without limitation, any Environmental Law), action or governmental order, and those arising under any contract, agreement, arrangement, commitment, or undertaking;

"LIBOR" means:

(a) the applicable Screen Rate; or

(b) if no Screen Rate is available for the relevant currency or period, the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to {relevant Party} [at its request] quoted by {insert names of reference Bank(s)} to leading banks in the London interbank market,

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as of [11.00 a.m.] on the Quotation Day for the offering of deposits in [the relevant currency]/[Sterling] and for the relevant period;

“Libor Rate” means, for each Six Month Interest Period, (i) an interest rate per annum (expressed on the basis of a 360 day year) being the BBA Libor USD 6 month rate shown on Bloomberg page US0006M at or about 11:00 a.m. London, England time on the day which is two Business Days before the first day of such Six Interest Month Period; or (ii) if for any reason, the Bloomberg rates are not available then the Libor Rate shall be an interest rate per annum (expressed on the basis of a 360-day year) being the rate shown on the Telerate page 3750 (as defined in the International Swaps and Derivatives Association, Inc. definitions, as modified and amended from time to time) at or about 11:00 a.m. London, England time on the day which is two Business Days before the first day of such Six Month Interest Period for offering deposits in U.S. Dollars for a six month period;

“LIBO Rate” means, with respect to any Interest Period, the rate per annum in relation to the Drawdown for any interest period (rounded upward, if necessary, to the nearest one eighth of a percentage point), as determined on the basis of the offered rates for deposits in Dollars, for a period substantially equal to such interest period as shown on the display page designated as Telerate Page 3750 (or such other page as may replace that page) as of 11:00 a.m. London time on the Interest Rate Determination Date; provided, however, that if the rate described above does not appear on the Telerate page on any applicable interest rate determination date, the LIBO Rate shall be the rate (rounded upward as described above, if necessary) for deposits in Dollars for a period substantially equal to such interest period on the Reuters Page designated “LIBO” (or such other page as may replace the LIBO Page on Reuters for the purpose of displaying such rates) as of 11:00 a.m. (London time) on the interest rate determination date. If both the Telerate service and Reuters are unavailable, then the rate for that date will be determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to such interest period which are offered by four major banks in the London interbank market at approximately 11:00 a.m., London time, on the interest rate determination date as selected by the Lender. The principal London office of each of the four major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to such interest period offered by major banks in New York City at approximately 11:00 a.m., New York City time, on the interest rate determination date. In the event that the Lender is unable to obtain any such quotation as provided above, it will be deemed that the LIBO Rate for such Interest Period cannot be determined;

“Licence” means a Licence of [date] made between the Licensor and the Licensee;

“Licenses” means all licenses, records, consents, registrations, permits, authorizations, orders,

warrants, confirmations, permissions, certificates, approvals and authorities required by Federal,

State or Municipal laws and regulations for or suitable for conducting the Companies’ businesses

as a whole in its ordinary course;

“Licence Agreements” means all licence agreements, including (without limitation) computer software licence agreements, entered into [on or] prior to Closing by any of the Business Sellers [exclusively or primarily] in relation to the Group Businesses, to the extent that at Closing the same remain to be completed or performed or remain in force, including the licence agreements, brief details of which are set out in Schedule [●];

"Licensed Intellectual Property" shall mean all intellectual property (including, but not limited to, patents and manufacturing know-how) which is used in connection with, or is required for the

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conduct of, the Business, other than such intellectual property that is included in the Transferred Assets;

“Licensed Intellectual Property” means the Intellectual Property [and Know How] short particulars of which are set out in Schedule [●] and any further Intellectual Property licensed pursuant to the terms of this Agreement;

“Lien” means a lien, mortgage, pledge, fiduciary property, hypothecation, deposit arrangement, title retention, trust, encumbrance, security interest or other charge, or any other type of preferential arrangement (including vinculação de receitas or any similar arrangement), priority or other security agreement having the practical effect of constituting a security interest, upon or with respect to any property or asset, including, without limitation, any agreement to give any of the foregoing;

“Liens” means any encumbrance, lien, title retention, charge, attachment, option, preemptive right and any other similar rights or claims of any nature whatsoever related to such rights;

“Liens” means any claim, charge, pledge, mortgage, lien, option, equity, power of sale, hypothecation, usufruct, retention of title, right of pre-emption, right of first refusal or other third party rights or security interest, easement, restrictive covenant, including any restriction or use, voting right, transfer, receipt of income or exercise of any attribute of ownership, encroachment or other defect, restriction or limitation of similar nature of any kind or an agreement, arrangement or obligation to create any of the foregoing;

“Litigation Matters” means any existing administrative proceeding, judicial proceeding or investigation (including any one imposing penalties on, or limiting the activities of the Companies), of any nature that has already been initiated and/or distributed, as the case may be, involving the Companies, which derive from, or relate to, the businesses and activities of the Companies, in course before any court, tribunal, government department or agency, whether federal, state or municipal;

“Location” means the Customer’s computer room in which the Products are to be installed, as specified in Schedule 10;

“Losses” means any and all direct losses, liabilities, costs (including without limitation legal costs and experts’ and consultant’s fees), charges, expenses, actions, proceedings, claims and demands and any indirect or consequential losses, deficiencies, or pecuniary disadvantages, whether temporary or permanent, actual or contingent, including but not limited to loss of production, loss of profit, loss of revenue, loss of contract, loss of goodwill or loss of claim and relevant expenses or costs (including reasonable experts’ and consultants’ fees);

“Losses” means the amount equivalent to [●]% of all Liabilities, losses, damages, costs, expenses

and fees, charges and expenses, including those arising out of actions, proceedings, claims and

demands which any of the Companies become subject to, except for Current Liabilities;

“Losses” means all losses, liabilities, costs (including without limitation legal costs and experts’ and consultants’ fees), charges, expenses, actions, proceedings, claims and demands;

“Losses and Damages” means all direct losses, liabilities, costs (including without limitation legal costs and experts’ and consultants’ fees), charges, expenses, actions, proceedings, claims and demands, but excluding loss of production, loss of profit, loss of revenue, loss of contract, loss of goodwill, loss of claim or any indirect or consequential losses;

M

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“Main Closing” means the Closing of the sales of the Shares and the Group Businesses referred to in Schedule [●];

“Maintenance Release” means a release of the Software which corrects faults, adds functionality or otherwise amends or upgrades the Software but which does not constitute a New Version;

“Management Accounts” means the unaudited management accounts relating to each Group Company and to the Group drawn up to [Date] (the “Relevant Management Accounts Date”);

“Management Accounts” means the unaudited management accounts relating to the Company for any period or drawn up as at any date since the Balance Sheet Date;

“Managers” means the directors and officers of [●];

"Market Data" shall mean all of the Seller's and its Affiliates' confidential and proprietary customer, supplier, and sales information (including, but not limited to, key customer lists, profit margins, resale prices to customers, the relevant payment terms and credit issues regarding key customers on a case by case basis, volumes, sales value) relating to the Business and/or the Transferred Assets;

"Material Adverse Effect" shall mean any event, occurrence, condition, change in, or effect on, the Seller or its Affiliates, the Business, any of the Transferred Assets, [●] or any of the Products that, individually or in the aggregate, is materially adverse to the Business, results of operations or financial condition of the Business, any of the Transferred Assets, [●] or any of the Products; provided, however, that Material Adverse Effect shall not include any change in, or effect on, the Business to the extent directly arising from changes in the general economic, regulatory or political conditions of the industry in which the Business is conducted;

“Material Adverse Effect” means any event, condition or change which materially and adversely

affects or could reasonably be expected to materially and adversely affect the assets, liabilities,

financial results of operations, financial conditions, businesses or prospects of the Companies;

"Material Adverse Effect" means a material adverse effect on:

(a) the financial condition, assets, prospects or business of {specify Party/Parties} [or on the consolidated financial condition, assets, prospects or business of [its]/[their] group [or {specify Parties}] taken as a whole];

(b) the ability of {specify Party/Parties} to perform and comply with [its]/[their] obligations under this Agreement [or [the Related Contracts]/[any Related Contract]]; or;

(c) the validity, legality or enforceability of this Agreement [or [the Related Contracts]/[any Related Contract]];

“Material Adverse Effect” means (a) a material adverse effect on the business, operations, property, financial condition or prospects of the Borrower or any of its Subsidiaries, (b) a material adverse effect on the validity or enforceability of any Credit Document, or the rights or remedies of any Agent or Bank thereunder, or (c) a material adverse effect on the ability of the Borrower or Trading Corp. to perform its respective obligations under any Credit Document to which it is a party;

“Material Adverse Change” means any change in the nature of its business or sell, transfer or otherwise assign, deal with or dispose of all or any part of its business or, (except for good consideration in the ordinary course of its business), its assets or revenues, whether by a single transaction or by a number of transactions whether related or not;

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“Material Adverse Change” means any disclosure of information or occurrence of an event (other than an event linked to any variation of the steel price) affecting or likely to affect, in a material adverse manner (i) the assets, business, properties, financial, contractual or commercial situation or future prospects of the Group Companies, taken as a whole and (ii) the capacity of the Group Companies taken as a whole to comply with their payment obligations under the loan agreements to be entered into between the Purchaser and the Financing Banks;

“Material Adverse Change” means any material change in the assets, business, liabilities, affairs or prospects of the Operations taken as a whole which, if known to a reasonable purchaser prior to the date of this Agreement, such reasonable purchaser would have reduced the purchase price it was prepared to pay by at least £250 million prior to entering into this Agreement. In determining whether a reasonable purchaser would have so acted (i) regard shall be had to the actual basis on which P has calculated the Purchase Price and (ii) there shall be disregarded any material change to the extent that it has a similar effect on companies or businesses in the chemicals industry;

“Material Adverse Change” means any event, fact or matter occurred or likely to occur which will or is likely to give rise to any change in the financial or trading position or prospects or turnover;

“Material Adverse Change”. means any material adverse change in the business, results of operations, assets, liabilities, or financial condition of the Seller, as determined from the perspective of a reasonable person in the Buyer’s position;

“Material Adverse Effect” means any event, condition or change which materially and adversely affects or could reasonably be expected to materially and adversely affect the assets, liabilities, financial results of operations, financial conditions, Business or prospects of the Company;

“Material Adverse Effect” means an effect on the condition, financial or otherwise, business, assets or results of operations in respect of the Group Companies taken as a whole which is of such significance to a reasonable buyer of the Group Companies for the consideration payable under this agreement that such buyer will reasonably be expected to seek a reduction in the consideration payable under this agreement of [●] or more;

“Material Adverse Effect” means any event that may result in the stoppage of the activities of the Companies and, cumulatively, in direct losses in excess of [●];

"Material Adverse Effect" means a material adverse effect on:

(a) the financial condition, assets, prospects or business of {specify Party/Parties} [or on the consolidated financial condition, assets, prospects or business of [its]/[their] group [or {specify Parties}] taken as a whole];

(b) the ability of {specify Party/Parties} to perform and comply with [its]/[their] obligations under this Agreement [or [the Related Contracts]/[any Related Contract]]; or;

(c) the validity, legality or enforceability of this Agreement [or [the Related Contracts]/[any Related Contract];

“Material Adverse Event” means any change in: (i) the commercial, operational or economic viability of the Project from that contemplated in the Plan or Feasibility Study; or (ii) the business, condition (financial or otherwise), operations, performance or assets of the Company;

“Material Adverse Event” means something which, in the opinion of the Facility Agent, materially adversely affects: (i) the Company's ability to comply with its obligations under any Transaction Document or to carry on its business as it is being conducted at the time immediately preceding

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the event; (ii) the value of the Secured Property; or (iii) the rights of the Financier under a Transaction Document;

“Material Contract” means a contract, transaction, arrangement, understanding or obligation which:

(a) is not in the ordinary and usual course of business; or

(b) is not wholly on an arm's length basis; or

(c) is of a long-term nature (other than contracts of insurance in the ordinary and usual course of business), that is unlikely to have been fully performed, in accordance with its terms, more than six months after the date on which it was entered into or undertaken or is incapable of termination in accordance with its terms by the Company on six months' notice or less and which has an aggregate value of [●] or more; or

(d) which involves or will involve over time an amount in excess of [●]; or

(e) is an agency, distributorship, marketing, purchasing, manufacturing, licensing or outsourcing agreement or arrangement; or

(f) is an arrangement under which any Group Company has become, or agreed to become, a member of any joint venture, consortium, partnership or other unincorporated association; or

(g) is a reinsurance agreement, arrangement or cession; or

(h) is or results in the creation of an Encumbrance;

(i) in each case entered into by or for the benefit of any Group Company;

“Material Intellectual Property” means all rights and interest held by any of the Group Companies in Intellectual Property (whether as owner, licensee or otherwise) which at or [immediately] before Closing is used [exclusively/primarily] in relation to the Group and which is material to the business of the Group;

“Materialized Contingencies” means any and all outstanding or potential CONTINGENCIES disclosed in this AGREEMENT and/or in any Exhibit attached hereto, which, on the CLOSING DATE, are under discussion in a proceeding of judicial or administrative nature;

“Minimum Free Float” means the Free Float that [●] must have as from the date hereof, which percentage shall be maintained throughout all the term of validity of this Agreement, representing at least [●] per cent (o%) of [●]’s full capital stock, which percentage was achieved by means of the subscription, by [●], of [●]’s shares mentioned in Whereas [●] and [●] above;

“Minimum Royalty” means the sum due to be paid to the Licensor by the Licensee in each Year of this Agreement calculated in accordance with Clause [7];

“Modification” means any change or amendment to or upgrade or new version of the software and includes any Maintenance Release or New Version acquired the Licensee;

“Mortgage” means a mortgage, dated as of the Execution Date, made by [●] to the Collateral Agent granting a Lien on the Mortgaged Properties in favour of the Lender, each in form and substance satisfactory to the Lender and the Collateral Agent;

“Mortgaged Properties” means each parcel of real property and the improvements thereto owned by [●] and specified in the Mortgage;

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“Moveable Assets” means the plant and machinery, vehicles and other equipment owned by any of the Business Sellers [and] [or] used [exclusively or primarily] in relation to the Group Businesses at Closing [including those items which are specified in the Disclosure [Letter][Schedule]];

“MOU” means the Memorandum of Understanding executed by SELLERS and BUYER;

N“Net Assets” means, in respect of any Closing, the aggregate amount of the net assets of the Group Companies and Group Businesses subject to that Closing as set out in the Net Asset Statement;

“Net Assets” means the amount of the net assets of the Group as set out in the Net Asset Statement;

“Net Asset Adjustment” means, in respect of a Closing, the amount by which the Net Assets exceeds the [Base] [Estimated] Net Assets, payable pursuant to Section [●], (such amount being expressed as a positive figure) or the amount by which they are less than the [Base] [Estimated] Net Assets, payable pursuant to Section [●], (such amount being expressed as a negative figure);

“Net Proceeds” means, with respect to any Asset Sale or Casualty Event, the proceeds thereof in the form of cash and cash equivalents (including any such proceeds received by way of deferred payment of principal pursuant to a note or instalment receivable or purchase price adjustment receivable or otherwise, but only as and when received) of such Asset Sale or Casualty Event net of attorneys' fees, accountants' fees, investment banking fees, amounts required to be applied to the repayment of Indebtedness secured by a Lien expressly permitted hereunder on any asset that is the subject of such Asset Sale or Casualty Event (other than Liens created pursuant to the Credit Documents) and other customary fees and expenses actually incurred in connection therewith and net of taxes paid or reasonably estimated to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements);

“Net Asset Statement” means in respect of a Closing, the statement to be prepared by the [Seller or Purchaser] in accordance with Section [●];

“Net Selling Price” means [Pro Licensor: the gross invoice price of the Products sold to an unconnected buyer on an arm’s length sale, less only value added or sales taxes included in the price. Where the Products are disposed of or used in any other way, the Net Selling Price shall be calculated as if the disposal had been by way of arm’s length sale to an unconnected buyer. Goods are deemed to be sold on the date of invoice or delivery, whichever is first];

[Pro Licensee: the Licensee’s net receipts from sales of [the Products] to an unconnected buyer excluding:

(i) the cost of packaging not forming part of the Products, transportation and insurance;

(ii) [reasonable] commissions, cash discounts, trade discounts or quantity discounts [actually granted];

(iii) [normal] allowances or credits [actually granted] to customers on account of settlement of complaints, returns and replacements; and

(iv) sales taxes and/or value added taxes, and/or customs duties included in the receipts];

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“Net Working Capital” means the amount equivalent to the difference between the working capital and short-term liabilities, the Parties establishing that any items and amounts verified by [●] in relation to [●] Consolidated Balance Sheet shall be computed in the calculation of the Net Working Capital, subject to the criteria adopted for the purposes of said verification being the same criteria adopted in the preparation of the Companies´ financial statements for [●];

“Net Worth” means, as to any Person or Persons for any date of determination, the excess of (a) all assets of such Person(s) at such date minus (b) all liabilities of such Person(s) at such date, including without limitation, all Indebtedness, whether or not so classified, all as determined in accordance with GAAP;

“New Version” means any new version of the Software which is publicly marketed and offered for sale by the Licensor in the course of its normal business where the purchase or operation of the new version does not require the purchaser already to possess a version of the Software;

“Non Materialized Contingencies” means any and all outstanding or potential CONTINGENCIES disclosed in this AGREEMENT and/or in any Exhibit attached hereto which, up to the CLOSING DATE, are not under discussion in a proceeding of judicial or administrative nature;

“Note” means a promissory note in the form of Annex A hereto, governed by and construed in accordance with the laws of Brazil, duly executed by the Borrower and the Guarantors and issued to the Lender in accordance with the terms hereof;

“Noteholder” and (in relation to a Note) “holder” means the person in whose name a Note is registered in the Register;

“Novo Mercado” means the special trading segment established and ruled by BOVESPA;

O“Obligations” means any and all present and future obligations of the Borrower under this Agreement, the Note and the other Credit Documents;

“Option” means the option granted to [{Party granted Option} to purchase the Option Assets from {Party granting Option} for the Purchase Price on the terms of Section [●] (Call Option)]/[{Party granted Option} to sell the Option Assets to {Party granting Option} for the Purchase Price on the terms of Section [●] (Put Option)];

“Option Assets” means the [shares] described in Schedule [] ({title of Schedule}) and includes any additional shares issued in respect of other Option Assets by way of capitalisation of profits or reserves and any securities directly or indirectly representing Option Assets following any reorganisation or reconstruction of capital, including a subdivision or consolidation;

“Optional Service” means any of the services listed in [●] and any other services that the parties may from time to time agree shall be supplied to the Licensee by the Licensor under this Agreement;

“Ordinary Course of Business” means, while the Business is not transferred to the COMPANY, the routine running of the business by [●] as an inactive division of [●], and after the Business is transferred to the COMPANY and before and until the Shares are transferred to BUYER, the routine running of the Business both in accordance with past practices of [●] with regard to the Business and the general adopted practices in the Business;

"Ordinary Course of Business" an action taken by a Person will be deemed to have been taken in the "Ordinary Course of Business" only if such action (a) is consistent in nature, scope and

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magnitude with the past practices of such Person and is taken in the ordinary course of the normal day-to-day operations of such Person, (b) does not require authorization by the board of directors (or similar governing body) or the shareholders or members of such Person (or by any Person or group of Persons exercising similar authority) and does not require any other separate or special authorization of any nature and (c) is similar in nature, scope and magnitude to actions customarily taken, without any separate or special authorization, in the ordinary course of the normal, day-to-day operations of other Persons that are in the same line of business as such Person;

“Ordinary Course of Business” means any business conducted according to (a) the Companies’ past practices; and/or (b) the practises of companies exploring the same line of business;

“Outstanding” means, in relation to the Notes, all the Notes issued except (a) those that have been redeemed in accordance with the Conditions, (b) those in respect of which the date for redemption has occurred and the redemption moneys (including all interest accrued on such Notes to the date for such redemption and any interest payable after such date) have been duly paid to the Trustee or to the Principal Paying Agent as provided in Clause 2 and remain available for payment against presentation and surrender of Definitive Notes, (c) those that have become void or in respect of which claims have become prescribed, (d) those that have been purchased and cancelled as provided in the Conditions, and (e) any DTC Global Note to the extent that it shall have been exchanged for one or more individual Definitive Notes pursuant to its provisions, provided that for the purposes of (1) ascertaining the right to attend and vote at any meeting of the Noteholders, (2) the determination of how many Notes are outstanding for the purposes of Conditions 9, 12 and 13 and Schedule 3, (3) the exercise of any discretion, power or authority that the Trustee is required, expressly or impliedly, to exercise in or by reference to the interests of the Noteholders, and (4) the certification (where relevant) by the Trustee as to whether a Potential Event of Default is in its opinion materially prejudicial to the interests of the Noteholders, those Notes that are beneficially held by any person (including but not limited to the Issuer or any of its Subsidiaries) for or on behalf of the Issuer or any of its Subsidiaries and not cancelled shall (unless no longer so held) be deemed not to remain outstanding;

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P“Patents” means the patents and (if applicable) the patent applications listed in Schedule 1, and any patents which may be granted on such applications, [any further patents applied for within a year of the Effective Date in respect of inventions [in the Field] which are in existence at the Effective Date] and any amendments, extensions (including Supplementary Protection Certificates granted in the European Union or similar rights elsewhere in the Territory), divisional applications, continuations-in-part or re-issues based on any of them;

“Participation Certificates” means the non-par value negotiable bonds that do not represent the capital stock of a corporation, as defined in article 46 of the Corporation Law;

"Participating Member State" means each state so described in the EMU Legislation;

“Parties” has the meaning assigned in the preamble of this Agreement;

"Party" means a party to this Agreement;

“Payment Account Details” means, in relation to any payment to be made under or pursuant to this Agreement, the name, account number, sort code, account location and other details specified by the payee and necessary to effect payment (whether by cheque, banker’s draft, telegraphic or other electronic means of transfer) to the payee;

“Prepayment Fee” means an amount equal to (a) 1.20% of the principal amount being prepaid multiplied by (b) a quotient, the numerator of which is the number of days from the date on which the prepayment is made to but excluding the Final Maturity Date and the denominator of which is 360;

“Performance Commitment” means the Performance Commitment that may be proposed by CADE to [●] and/or to the PARTIES as a result of the ACQUISITION;

“Permit” means a permit (excluding Environmental Permits), licence, consent, approval, certificate, qualification, registration, or other similar regulatory authorisation, and a filing of a notification report or assessment, any of which is required by law in any jurisdiction for the proper and efficient operation of each Group Company’s and Business Seller’s business or for its ownership, possession, occupation or use of an asset;

“Permit” shall mean any governmental permit, approval, identification number, license or other authorization required under or issued pursuant to any Legal Requirement (including Environmental Laws) and used in, or necessary for the ownership, operation or conduct of, the Business or the Transferred Assets, except the Product Registrations;

"Person" shall mean any individual, corporation, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labour union or other entity or Governmental Body;

“Person“ means any individual, corporation, partnership, joint venture, association, limited liability company, trust, unincorporated organisation or other legal entity;

“Person” means an individual, corporation, company, partnership, limited partnership, limited

liability company or limited liability partnership;

“Person” means a natural person, partnership, limited partnership, limited liability partnership, corporation, limited liability corporation, unlimited corporation, joint stock company, trust,

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unincorporated association, joint venture or other entity or Governmental Authority, and pronouns have a similarly extended meaning;

“Person” means any individual, corporation, partnership, limited liability company, association, joint venture, company, trust, unincorporated organization, joint stock company or other legal entity or organization and any Governmental Authority;

"Personal Data" means personal data (as defined in the Implementing Legislation) which relates to, or is derived from the carrying on of, the Project;

“Personnel” means officers, employees, staff and/or representatives;

“Potential Event of Default” means an event or circumstance that could with the giving of notice,

lapse of time, issue of a certificate and/or fulfilment of any other requirement provided for in

Condition 9 become an Event of Default but, for the avoidance of doubt, any such event or

circumstance shall not constitute an Event of Default until the required notice has been given

and/or time has elapsed and/or certificate has been issued and/or other condition required by

Condition 9 has been fulfilled;

“Principal Paying Agent” means The Bank of Tokyo-Mitsubishi, Ltd., London office, or any Successor Principal Paying Agent in each case at its specified office;

“Products” means the Hardware, Firmware, Software and Documentation;

"Product Registration Data" shall mean any and all of the Seller’s and its Affiliates’ data, information, and studies, including those that are not yet completed, relating to [Product name] and the Products and their impurities or metabolites in any form (including without limitation hardcopies and electronic copies of any studies, reports, raw data, laboratory notebooks to the extent required for registration, or study appendices, regarding without limitation chemistry residue studies, environmental studies, toxicology studies assessments, biological studies, efficacy and safety data, and any summaries thereof, as well as copies of material notices and correspondence between the Seller and its Affiliates and any registration authorities), which are or have been sold by the Seller or its Affiliates anywhere in the world;

"Project" means the financing, design, construction, testing, commissioning, operation, management and maintenance of {describe infrastructure/project} and activities ancillary or related to it;

“Properties” means the properties set out in [●] and “Property” means any one of them;

“Properties” means the [Freehold] Properties and the [Leasehold] Properties and “Property” means any one of them;

“Purchaser’s Group” means the Purchaser and its subsidiaries from time to time, including, if applicable, any Acquired Companies;

“PSB” means the Integrated Prudential Sourcebook forming part of the FSA’s Handbook of Rules and Guidance in force at the relevant time (or if not yet in force the most recent draft rules available at the relevant time) and reflecting the FSA consultation papers 195, 204 and 207 as appropriate;

“Purchaser” means whoever [●] transfers [●]’s Control on account of a Disposal of Control;

“Purchaser’s Group” means the Purchaser and its subsidiaries from time to time;

“Purchaser’s Group” means the Purchaser and any Affiliate of the Purchaser;

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Purchaser's Group means the Purchaser and all its parent undertakings and its and their respective subsidiary undertakings (other than the Group Companies) and member(s) of the Purchaser's Group shall be construed accordingly;

“Purchase Price”. The term “PURCHASE PRICE” shall mean the price to be paid, by BUYER to SELLERS on the CLOSING DATE in consideration for the transfer of the QUOTAS;

"Purchase Price" means {currency and amount of purchase price for Option};

"Put Option" means the option granted to[{Party granted Option} to sell the Option Assets to {Party granting Option} for the Purchase Price on the terms of Section [●];

Q R"Quotation Day" means, in relation to any period for which an interest rate is to be determined, the [first] day of that period;

“Real Estate” means the properties set out in [●];

“Real Property Losses” means all losses, damages, liabilities, actions, doubts, obligations, court fees and costs (including penalties and fines) as a result of any fact, act, action or omission by Seller in relation to the real property, ownership, title, domain, possession, use or occupation of the real property by the Companies or by any other party, and to the property rights related to the real properties;

"Rebased Value" means the replacement for the value of {item calculated by reference to index} agreed by the Parties pursuant to Clause [●] (Cessation of Publication of any Indicator);

“Receivables” means the book and other debts (excluding any amount in respect of VAT where such VAT relates to a supply made before Completion) receivable by or owing to any of the Business Sellers to the extent that they arise in connection with the relevant Businesses (and whether or not yet due or payable) at Completion (including, without limitation, trade debts, deposits, prepayments, retrospective rebates and overpayments) and interest thereon but excluding:

(i) debts owing by any employee who is not an Employee;

(ii) debts due from any relevant Taxation Authority in respect of Taxation including, for the avoidance of doubt, any bond or other security issued by any Taxation Authority or other governmental agency representing any such debts;

(iii) any item which falls to be treated as part of the Cash Balances or Intra-Group Receivables; and

(iv) any book or other debts not arising in the ordinary course of business

“Registered Designs” means:

(i) [the registered design[s] [and applications] short particulars of which are set out in Schedule [3]];

(ii) all registered design applications that may subsequently be filed in the Territory by or on behalf of the Licensor which either are based on or claim priority from or which are in respect of substantially the same design as any of the registered design(s) [or applications] referred to in (i) above [or which are in respect of any Improvements to which the Licensor is exclusively entitled]; and

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(iii) all registered designs which may be granted pursuant to any of the registered design applications referred to in (i) and (ii) above;

“Registration” means any notice to or filing, recording or registration with any Governmental Authority having jurisdiction with respect to any specified Person, property, transaction, event or other matter;

"Related Contracts" means {list related contracts in the Project};

“Relevant Capacity” means for its own account or for that of any person, firm or company (other than the Purchaser [or the Group Companies]) [or in any other manner] [and whether through the medium of any company controlled by it (for which purpose there shall be aggregated with its shareholding or ability to exercise control the shares held or control exercised by any person connected with the Seller) or as principal, partner, director, employee, consultant or agent];

“Relevant Companies” means, in respect of any Closing, those Group Companies which are the direct or indirect subject of that Closing;

“Relevant Employees” means those employees of the Group Companies and Business Sellers who are immediately prior to Closing employed in the Group [(other than any specifically excluded by agreement with the Purchaser)];

“Relevant Employees” means those employees of the Group Companies who are immediately prior to Closing employed in the Group [(other than any specifically excluded by agreement with the Purchaser)] and “Relevant Employee” means any one of them;

“Relevant Services” means any services (including the services of consultant programmers, system maintainers, outsourcing, or disaster recovery or other service suppliers) which are provided to the Licensee or any of its Affiliates for the purpose of the permitted use, development, modification or maintenance of the Software;

“Reporting Accountants” means [●] [or, if that firm is unable or unwilling to act in any matter referred to them under this Agreement, a firm of [accountants] to be agreed by the Seller and the Purchaser within seven days of a notice by one to the other requiring such agreement or failing such agreement to be nominated on the application of either of them by or on behalf of [specify leader of appropriate professional body];

“Responsible Officer” of any Person means any Person who is duly authorized to represent and to obligate that Person in accordance with the corporate documents of that Person;

“Restricted Period” means [two years] commencing on Closing or such shorter period of time recognised by [applicable] law as being binding on the Seller;

“Retail Prices Index” means the UK General Index of Retail Prices (All Items) published by the Office for National Statistics (January 1987-100) or, if such index shall cease to be published, such other retail prices index or any index which may replace it [for the purpose of calculating the amount payable on repayment of UK Index Linked Gilts];

“Return” means any return, declaration, report, claim for refund, or information return or statement relating to any Tax, including any schedule or attachment thereto;

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S"Screen Rate" means the British Bankers’ Association Interest Settlement Rate for [the relevant currency and period]/[Sterling for the relevant period] displayed on the appropriate page of the [Telerate]/[Reuters] screen. If the agreed page is replaced, or service ceases to be available, {name of relevant Party} may specify another page or service displaying the appropriate rate after consultation with [the other Parties];

“Security Documents” means the Mortgage, the Fiduciary Property Agreement and any other document granted in favour of the Lender or in favour of the Collateral Agent for the benefit of the Lender as security for the Loan or any other Obligations, as each of the foregoing may from time to time be amended, modified, supplemented, renewed or restated;

“SDE” means the Office of Economic Law of the Brazilian Ministry of Finance;

“SEAE” means the Office of Economic Oversight of the Brazilian Ministry of Finance;

“Seller’s Group” means the Seller and its subsidiaries from time to time;

“Seller’s Group” means the Seller and its subsidiaries from time to time (excluding, if applicable, any Acquired Companies or (for the purposes of the definitions of Intra-Group Payables, Intra-Group Receivables and Third Party Indebtedness) those Group Companies which at the Closing Date are the subject of a Closing);

“Sellers’ Intellectual Property” means all rights and interest held by any of the Group Companies or Business Sellers in Intellectual Property (whether as owner, licensee or otherwise) which at or [immediately] before Closing is used [exclusively or primarily] in relation to the Group;

“Seller’s Lawyers” means [●] of [●];

“Sellers’ Material IP” means such of the Sellers’ Intellectual Property as is material to the business of the Group;

“Seller’s Warranties” means the warranties and representations given by the Seller pursuant to Section [●] and “Seller’s Warranty” means any one of them;

“Senior Employee” means any employee employed or engaged in relation to the Group on an annual salary (on the basis of full-time employment) in excess of [●] or local equivalent;

"Sensitive Data" means Personal Data revealing racial or ethnic origin, political opinions, religious, philosophical or similar beliefs, trade-union membership, health, sex life or criminal record (including information regarding allegations of, or proceedings relating to, criminal conduct);

“Services” includes (as appropriate) the Standard Support Service; the Updating Service; the Enhanced Support Service; and any Optional Services which are included within an Order for Optional Services under Clause [●];

“Service Levels” means those standards of performance to be achieved by the Licensor in performing the Standard Support Service and the Enhanced Support Service as respectively set out in [●];

“Shares” means [the shares] [all the issued shares] [the quotas] in the capital of the Company;

“Shares” means [the shares] [all the issued shares] in the capital of the Companies and any quotas specified in Schedule [●];

“Share Purchaser” means, in relation to each of the Companies referred to in Schedule [●]:

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(i) the company whose name is set out opposite that Company in column (●); or

(ii) any company nominated to purchase the shares in the capital of that Company pursuant to Clause [●];

“Share Seller” means, in relation to each of the Companies referred to in Schedule [●], the company whose name is set out opposite that Company in column (●);

“Shareholder Fund” means the assets and liabilities of an Insurance Company which are not allocated to its long term business fund;

“Shareholders Agreement” means the Shareholders Agreement to be entered into on Closing by [●] and [●] to govern their relationship as controlling shareholders of [●], amongst others matters;

“So far as Seller is Aware” [or “To the Best of Seller’s Knowledge”] means not only Seller’s knowledge of the relevant matters, but also the knowledge of the relevant persons, whether employees of the Group Company or service providers of the Group Company, including, but not limited to, managerial staff, directors, technical personnel, auditors, consultants and lawyers, who shall be deemed to have knowledge of such matters as they would have discovered, had they made due and careful enquiries;

“Software” means the Supplier Software, the Custom Software and the Third Party Software;

“Software” means:

(a) the computer programs listed in schedule [●]; and

(b) any Modification which is acquired by the Licensee during the term of this Licence;

“Sold Group” means such part of the Group which, at the relevant time, has been subject to a Closing;

“Source Code Materials” means the source code of the Software and all technical information and documentation required to enable the Licensee to modify and operate the Software and any Modification;

“Sponsor Intellectual Property” means all Intellectual Property Rights relevant to a Project which are owned by Sponsor and which Sponsor has the right to disclose and/or license to Company for the purposes of such Project and which were developed before the Project started or are developed by Sponsor independently of the Project while the Project is being carried out;

“Standard Support Service” means the support service described in Schedule 2 to be provided by the Licensor to the Licensee pursuant to Clause [●];

“Standards of Quality” means the quality, standards, specifications and directions laid down, given, or approved from time to time by or on behalf of the Licensor in relation to the Products [and/or Services] and/or the manner in which the Marks are used. [The initial Standards of Quality are set out in [the Licensor’s Manual], [a copy of which has been initialled by the parties] [Schedule [●] to this Agreement];

“Statement of Consent from Audit Committee Members” means the instrument whereby certain members of [●]’s audit committee specified in Section [●] below personally undertake to act in accordance with the provisions of this Agreement, under the terms of the draft attached hereto as Exhibit [●];

“Statement of Consent from Controlling Shareholder(s)” means the instrument whereby a new Controlling Shareholder(s) of [●] (other than [●]), or the shareholder(s) joining [●]’s controlling

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group, personally undertakes to act in accordance with the provisions of this Agreement, under the terms of the draft attached hereto as Exhibit [●];

“Statement of Consent from Managers” means the instrument whereby certain Managers specified in Clause [●] personally undertake to act in accordance with the provisions of this Agreement, under the terms of the draft attached hereto as Exhibit [●];

"Sterling" and "£" mean the lawful currency of the United Kingdom;

“Stock Exchange” means a Stock Exchange where [●]’s securities are or will be traded;

“Subordinated Debt” means, as to any Person, its unsecured Indebtedness that is expressly subordinated and made junior to the payment and performance of such Person’s obligations to the Lender under the Credit Documents, as evidenced by written subordination provisions in form and substance satisfactory to the Lender;

“Subsidiaries” means the subsidiaries of the Companies particulars; “Subsidiaries” means the companies listed in [●] [together with any other subsidiaries of the Companies] and “Subsidiary” means any one of them but excluding after [date] any Subsidiary in respect of which Closing does not take place;

“Subsidiaries” means any and all direct or indirect equity interest (participação societária) held by the Company in other companies, including without limitation those listed in Schedule ___, and “Subsidiary” means any one of them;

“Subsidiary” means, as to any Person, a corporation, partnership or other entity of which Capital Stock having ordinary voting power (other than Capital Stock having such power only by reason of the happening of a contingency) to elect a majority of the board of directors (or similar governing body) or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly, through one or more intermediaries, or both, by such Person;

“Subsidiaries” means:

(i) subsidiary undertakings of the Companies; and

(ii) certain companies (other than the subsidiary undertakings of the Companies), in which part of the issued share capital is held directly or indirectly by the Companies,

(iii) details of which are contained in Part 1.3 of Schedule 2;

“Subsequent Closing” means each Closing of a sale of Shares and/or Group Businesses referred to in Schedule [●];

"Subsidiary" means a subsidiary within the meaning of section 736 of the Companies Act 1985 [and, in relation to financial statements of the Group, a subsidiary undertaking within the meaning of section 258 of the Companies Act 1985];

“Subsidiary” means any and all direct or indirect equity interest held in other companies;

“Subsidiary” means, at any particular time, any person over which the Issuer has direct or indirect control, whether by ownership of share capital or by shareholders’ agreement, provided that any person whose accounts either the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários, the CVM) or Brazilian accounting principles do not require to be consolidated with those of the Issuer shall be excluded from this definition;

“Principal Subsidiary” means, at any particular time, a subsidiary of [the Company] whose gross assets, net assets, gross reserves or pre-taxation profits attributable to [the Company] (having

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regard to its direct and/or indirect beneficial interest in the shares, or the like, of that subsidiary) represent at least [10 per cent] of the consolidated gross assets, net assets, gross revenues or, as the case may be, pre-taxation profits of [the Company] and its subsidiaries. For this purpose:

(i) in the case of a company which itself has subsidiaries, the calculation shall be made by comparing the consolidated gross assets, net assets, gross revenues or, as the case may be, pre-taxation profits of it and its subsidiaries to those of [the Company] and its subsidiaries;

(ii) assets or revenues which arise from transactions between [the Company], its subsidiaries and their fellow subsidiaries and which would be eliminated in the consolidated accounts of [the Company] and its subsidiaries shall be excluded;

(iii) the gross revenues or pre-taxation profits of a subsidiary shall be calculated by reference to:

(a) the accounts of that subsidiary (or, as the case may be, a consolidation of the accounts of it and its subsidiaries) used for the purpose of the then latest [audited] consolidated profit and loss statement of [the Company] and its subsidiaries; or

(b) if the company became a subsidiary of [the Company] after the end of the financial period to which that consolidated profit and loss statement in (a) relates, the then latest [audited] accounts of that subsidiary (or, as the case may be, a consolidation of the then latest [audited] accounts of it and its subsidiaries);

(iv) the gross revenues or pre-taxation profits of [the Company] and its subsidiaries shall be calculated by reference to the then latest [audited] consolidated profit and loss statement included in the accounts referred to in (iii)(a), adjusted as appropriate to reflect the gross revenues or pre-taxation profits of any company which has become or ceased to be a subsidiary after the end of the financial period to which that profit and loss statement relates;

(v) on a Principal Subsidiary transferring all or substantially all of its assets to [the Company] or another subsidiary of [the Company], the transferor shall cease to be a Principal Subsidiary and (if the transferee is a subsidiary of [the Company] but not a Principal Subsidiary) the transferee shall become a Principal Subsidiary[●];

“Successor” means, in relation to an Agent, such other or further person as may from time to time be appointed by the Issuer as such Agent with the prior written approval of, and on terms approved in writing by, the Trustee and notice of whose appointment is given to Noteholders pursuant to Clause 6.10;

“Supplier Software” means the computer programs whether supplied as firmware or otherwise, other than Custom Software, including any upgrades or enhancements thereof, which are to be supplied by the Supplier hereunder, as specified in Schedule [●], and in which the Intellectual Property Rights are owned by the Supplier or an Associated Company of the Supplier;

“SWIFT” means an electronic and/or other type of message sent and/or received under the Society for Worldwide Interbank Financial Telecommunication system;

“System” means the configuration of integrated components comprising all the Hardware and Software which are to be installed at the Location;

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T“Taxation or Tax” means all forms of taxation whether direct or indirect and whether levied by reference to income, profits, gains, net wealth, asset values, turnover, added value or other reference and statutory, governmental, state, provincial, local governmental or municipal impositions, duties, contributions, rates and levies (including without limitation social security contributions and any other payroll taxes), whenever and wherever imposed (whether imposed by way of a withholding or deduction for or on account of tax or otherwise) and in respect of any person and all penalties, charges, costs and interest relating thereto;

“Taxation” or “Tax” means all forms of taxation and statutory, governmental, state, provincial, local

governmental or municipal impositions, duties, contributions, levies, charges and withholdings,

including, without limitation, income taxes, sales taxes, use taxes, stamp duty, transfer taxes,

gross income taxes, value added taxes, social contribution taxes, financial business taxes,

employment taxes and withholding taxes, in each case wherever and whenever imposed and all

penalties and interest relating thereto;

"Tax" means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of them);

“Tax Authority” means any taxing or other authority competent to impose any liability in respect of Taxation or responsible for the administration and/or collection of Taxation or enforcement of any law in relation to Taxation;

“Taxation Authority” means any government, state or municipality or any local, state, federal or other fiscal, revenue, customs or excise authority, body or official anywhere in the world competent to impose, administer or collect any Taxation or make any ruling on any matter relating to Taxation;

"Tax Deduction" means a deduction or withholding for or on account of tax from a payment under this Agreement;

“Tax Indemnity” means the deed of covenant against Taxation [in the Agreed Terms to be entered into at Closing] [set out in Schedule [●];

“Tax Matters” means any action or event that may give rise to an action, suit, judicial proceeding, investigation, accusation, claim or demand involving the Companies, based on facts or events that may have occurred prior to the date hereof, initiated by any government authority, and which as a whole may originate, any federal, state or municipal tax or social security liability that may give cause to Indemnifiable Losses;

“Taxes” means any taxes of any kind or nature imposed by or payable to any governmental or other taxing authority, whether federal, state, local or otherwise;

“Taxes” means all forms of taxation whether direct or indirect and whether levied by reference to

income, profits, gains, net wealth, asset values, turnover, added value or other reference and

statutory, governmental, state, provincial, local governmental or municipal impositions, duties,

contributions, rates and levies (including without limitation social security contributions and any

other payroll taxes), whenever and wherever imposed (whether imposed by way of a withholding

or deduction for or on account of tax or otherwise) and in respect of any person and all penalties,

charges, costs and interest relating thereto;

"Taxes Act" means the Income and Corporation Taxes Act 1988;

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“Technical and organisational security measures” mean those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing;

"Technical Dispute" means any Dispute arising out of or in connection with Section[s] [●]({title of clause}) [and [●]({title of clause})];

"Term" means the period commencing on the [date of this Agreement]/[Effective Date] and continuing until {termination date} or earlier termination of this Agreement pursuant to Section [●] (Term);

“Third Party Consents” means all consents, licenses, approvals, permits, authorizations or

waivers required from third parties for the conveyance, transfer, assignment, novation or

underletting by reason of this Agreement;

“Third Party Consents” means all consents, licences, approvals, permits, authorisations or waivers required from third parties for the assignment or transfer to the relevant Business Purchaser of any of the Contracts and “Third Party Consent” means any one of them;

“Third Party Indebtedness” means, in respect of any Closing, the aggregate amount as at the close of business on the Closing Date of all outstanding loans, finance leases and other financing indebtedness (including, without limitation, by way of acceptance credits, discounting or similar facilities, loan stocks, bonds, debentures, notes, debt or inventory financing or sale and lease back arrangements, overdrafts or other arrangements the purpose of which is to raise money but excluding any item included in respect of any Group Companies’ Cash Balances) (i) owed by the Relevant Companies to any third party or (ii) owed by any third party to any Relevant Company (in which case the indebtedness shall be expressed as a negative number) and, for the purposes of this definition, third party shall include any Acquired Company but shall exclude any member of the Seller’s Group;

“Third Party Indebtedness” means in relation to the Group Companies, the aggregate as at the close of business on the day immediately preceding the Completion Date of all Indebtedness owed to a third party, provided that the Group Company Cash Balances, the Working Capital Amount and the Net Indebtedness to BC’s Group shall be excluded from this definition;

“Third Party Software” means the computer programs, including any enhancements thereof, which are to be supplied by the Supplier hereunder, as specified in Schedule 3, and in which the Intellectual Property Rights are owned by any third party other than an Associated Company;

“TR” means the basic interest rate published by the Central Bank of Brazil;

Trade Mark Licence means the licence agreement in the Agreed Form pursuant to which the Group Companies may use certain trade marks and domain names owned by members of the Seller's Group;

“Transfer” means completion of the sale or transfer of Shares, which completion is deemed to be effected by release to the third party purchaser or its representative of the share transfer form in respect of the relevant Shares executed by or on behalf of the Purchaser, and “Transferred” has a corresponding meaning;

“Transitional Services Agreements” means the agreements between [●] and [●] in the Agreed Terms relating to the post-Completion transitional services to be provided by [●] or a member of [●] ’s Group to [●], a Group Company or a Purchaser in respect of the Operations and “Transitional Services Agreement” means any one of them;

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“Trigger Event” means an event which shall entitle the Licensee to apply to the Escrow Agent for release of the Source Code Materials pursuant to the provisions of the Escrow Agreement;

“Transfer Agents” means the persons (including the Registrar) referred to as such in the Conditions or any Successor Transfer Agents in each case at its specified office;

“Trust corporation” means a trust corporation (as defined in the Law of Property Act 1925) or a corporation entitled to act as a trustee pursuant to applicable foreign legislation relating to trustees;

U"UNCITRAL" means the United Nations Commission on International Trade Law;

“Unsold Group” means such part of the Group which, at the relevant time, has not been subject to a Closing;

“US Dollars” and “US$” means the lawful currency of the United States of America;

“US Dollar Equivalent” means on any date in respect of any amount expressed in a currency other than US Dollars, the equivalent amount expressed in US Dollars determined by converting the amount in such other currency at the nominal noon rate quoted by the Central Bank of [●] on such date for conversion of such other currency into US Dollars;

“US GAAP” means the accounting rules used in the United States of America, known as United States Generally Accepted Accounting Principles;

“US Risk Free Rate” means the average annual yield for United States Treasury securities with a maturity of five years, as set forth in H.15(519) under the caption “Treasury constant maturities”, as displayed on the Telerate Page 7051 as determined on each Payment Date, for the period of 12 months preceding each Payment Date or any successor or substitution index that comes to replace the Telerate Page 7051;

V“VAT” means within the European Union such Tax as may be levied in accordance with (but subject to derogations from) the Directive 77/338/EEC and outside the European Union any Taxation levied by reference to added value or sales;

"VAT" means [Narrow Option: value added tax as provided for in the Value Added Tax Act 1994 and any other tax of a similar nature]/[Wide Option: value added tax chargeable in accordance with the Value Added Tax Act 1994 and any other tax of a similar fiscal nature and includes any similar tax chargeable from time to time in substitution for or in addition to it];

“Version Release” means any improved version of any Supplier Software or any Third Party Software;

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W"Wilful Misconduct" means an intentional or reckless disregard of any provision of this Agreement, but shall not include any error of judgement or mistake made by any person in the exercise, in good faith, of any function, authority or discretion conferred pursuant to this Agreement;

“Work” means any invention, discovery, design, marketing concept, computer program, database, technical or commercial information or other work (whether or not patentable, registrable or capable of protection in any other way);

“Working Capital” means the aggregate of the items set out in [●];

“Working Capital Amount” means the aggregate amount that will be calculated pursuant to [●] in relation to each of the Group Companies and/or the Business Sellers exclusively in connection with the Businesses as at the close of business on the day immediately preceding the Completion Date;

"Works" means the design, construction, testing and commissioning of {describe infrastructure/project};

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