FOURTH AMENDMENT TO THE SHAREHOLDERS AGREEMENT OF BRASIL BROKERS PARTICIPAÇÕES S.A.

Transcription

1 FOURTH AMENDMENT TO THE S AGREEMENT OF BRASIL BROKERS PARTICIPAÇÕES S.A. This instrument is signed by: ALEXANDRE COSTA FONSECA, Brazilian, married, civil engineer, bearer of identification document number D, issued by CREA-RJ, inscribed in the roll of individual taxpayers (CPF/MF) under number , with office at Avenida das Américas, 4.430, Grupo 201, Barra da Tijuca, CEP , in the city and state of Rio de Janeiro, hereinafter referred to as Alexandre Costa; ANTONIO CARLOS DA COSTA, Brazilian, married under the partial community property regime, real estate broker, inscribed in the roll of individual taxpayers (CPF/MF) under number , bearer of identification document (CIRG) number , issued by SSP-GO, CRECI-GO 6581, resident and domiciled at Rua das Quaresmeiras Qd. 24 Lt. 02, Residencial Aldeia do Vale, CEP: , in the city of Goiânia, state of Goiás, hereinafter referred to as Antonio Carlos; ARIOVALDO DA SILVA ROCHA FILHO, Brazilian, married, business administrator, bearer of identification document number , issued by IFP/RJ, inscribed in the roll of individual taxpayers (CPF/MF) under number , resident and domiciled at Avenida das Américas, nº 4430, Loja B, Barra da Tijuca, CEP , in the city and state of Rio de Janeiro, hereinafter referred to as Ariovaldo; BERNARDO BARTHOLDY GRIBEL, Brazilian, married under the partial community property regime, entrepreneur, bearer of identification document (RG) number , issued by IFP-RJ, inscribed in the roll of individual taxpayers (CPF/MF) under number , resident and domiciled at Rua Desembargador Jorge Fontana, nº 250, Bloco 1, Apto. 1204, Bairro Belvedere, CEP , in the city of Belo Horizonte, state of Minas Gerais, hereinafter referred to as Bernardo; CARLOS EDUARDO CUNHA LIMA, Brazilian, divorced, of age, born on March 28, 1956, real estate broker, bearer of identification document number 1443, issued by CRECI/PA, inscribed in the roll of individual taxpayers (CPF/MF) under number , resident and domiciled at Avenida Serzedelo Correa, n 347, apto, 1.102, in the city of Belém, state of Pará, hereinafter referred to as Carlos Eduardo, duly represented by Diego Loureiro Cunha Lima, as administrator of probate estate left by Carlos Eduardo. CRISTIANO MOTTA DA CRUZ, Brazilian, of age, married, technologist in real estate management, bearer of identification document number , issued by SSP/RS, inscribed in the roll of individual taxpayers (CPF/MF) under number , inscribed in CRECI/RS under number 15757, resident and domiciled in the city of Porto Alegre, state of Rio Grande do Sul, with office at Rua Luciana de Abreu, nº 364, Piso Superior, Moinhos de Vento, CEP , hereinafter referred to as Cristiano; 1

2 ELIZABETH CRISTINA DA COSTA, Brazilian, divorced, psychologist, bearer of identification document (CIRG) number issued by SSP/GO, inscribed in the roll of individual taxpayers (CPF/MF) under number , resident and domiciled at Alameda das Caraíbas, Quadra 21, Lote 04, Residencial Aldeia do Vale, CEP: , in the city of Goiânia, state of Goiás, hereinafter referred to as Elizabeth; FERNANDO ALVES DE OLIVEIRA, Brazilian, married under the partial community property regime, entrepreneur, bearer of identification document number M , issued by SSP/MG, inscribed in the roll of individual taxpayers (CPF/MF) under number , resident and domiciled in the city of Belo Horizonte, state of Minas Gerais, with office at Rua Levindo Lopes, 358, sala 101, Funcionários, CEP , hereinafter referred to as Fernando Alves; FERNANDO DE MELO MORAIS, Brazilian, married, real estate broker, bearer of identification document number , issued by SSP/SP, inscribed in the roll of individual taxpayers (CPF/MF) under number , resident and domiciled in the city and state of São Paulo, with office at Rua Padre Estevão Pernet, nº 1059, conjunto 51, Bloco A, Tatuapé, CEP , hereinafter referred to as Fernando de Melo; LUCINEIA DAVANÇO DE CARVALHO SOUTO, Brazilian, married under the partial community property regime, accountant, bearer of identification document (CIRG) number , issued by SSP/SP, inscribed in the roll of individual taxpayers (CPF/MF) under number , resident and domiciled at Rua T-47, n 749, Apto 1203, Edifício Metropolitan, Setor Bueno, CEP , in the city of Goiânia, state of Goiás, hereinafter referred to as Lucineia; LUIZ EDUARDO HAUS SUKIENIK, Brazilian, married, business administrator, bearer of identification document number , issued by SSP/RS, inscribed in the roll of individual taxpayers (CPF/MF) under number , resident and domiciled at Rua Casemiro de Abreu, 1274, Bela Vista, CEP , in the city of Porto Alegre, state of Rio Grande do Sul, hereinafter referred to as Luiz Eduardo; MARCELO LOUZADA DE MATTOS, Brazilian, married, entrepreneur, bearer of identification document number , issued by IFP/RJ, inscribed in the roll of individual taxpayers (CPF/MF) under number , resident and domiciled at Avenida General Olynto Pillar, 355, Bloco 01, apto. 302, Barra da Tijuca, CEP , in the city and state of Rio de Janeiro, hereinafter referred to as Marcelo Louzada; MARCELO SILVA PEREIRA, Brazilian, single, real estate broker, bearer of identification document (RG) number , issued by SSP/SP, inscribed in the roll of individual taxpayers (CPF/MF) under number , resident and domiciled in the city and state of São Paulo, with office at Rua Estados Unidos, n 1765, Bairro Jardim Paulista, CEP , hereinafter referred to as Marcelo Silva; 2

3 MARIA LUCI DA COSTA, Brazilian, legally separated, architect, bearer of identification document (RG) number 1032, issued by CREA/GO, inscribed in the roll of individual taxpayers (CPF/MF) under number , resident and domiciled at Rua do Ficus, Quadra QR 10, Lt. 9, Setor Bueno, CEP , in the city of Goiânia, state of Goiás, hereinafter referred to as Maria Luci; MARILÚCIA DAHER DA COSTA, Brazilian, married under the partial community property regime, merchant, bearer of identification document number , issued by SSP/GO, inscribed in the roll of individual taxpayers (CPF/MF) under number , resident and domiciled at Rua dos Sombreiros, Quadra. 06, Lote 09, Residencial Aldeia do Vale, CEP , in the city of Goiânia, state of Goiás, hereinafter referred to as Marilúcia; MARLEI FELICIANO, Brazilian, married under the partial community property regime, entrepreneur, bearer of identification document number , issued by IFP/RJ, inscribed in the roll of individual taxpayers (CPF/MF) under number , resident and domiciled in the city and state of Rio de Janeiro, with office at Rua Araujo Porto Alegre, nº 71, 5º andar, Centro, CEP , hereinafter referred to as Marlei; PAULO ROBERTO DA COSTA, Brazilian, married under the partial community property regime, real estate broker, bearer of identification document (CIRG) number , issued by SSP/GO, inscribed in CRECI/GO under number 1297, resident and domiciled at Rua dos Sombreiros, Quadra. 06, Lote. 09, Residencial Aldeia do Vale, CEP , in the city of Goiânia, state of Goiás, hereinafter referred to as Paulo Costa; PAULO ROBERTO DIAS SARDENBERG, Brazilian, legally separated, real estate broker, bearer of identification document number , issued by SSP/ES, inscribed in the roll of individual taxpayers (CPF/MF) under number , resident and domiciled in the city of Vitória, state of Espírito Santo, with office at Avenida Desembargador Santos Neves, 320, Loja I, parte, Edifício Blue Chip Business, Center, Santa Helena, CEP , hereinafter referred to as Paulo Sardenberg; PLÍNIO AUGUSTO DE SERPA PINTO, Brazilian, married, real estate broker, bearer of identification document number , issued by IFP/RJ, inscribed in the roll of individual taxpayers (CPF/MF) under number , resident and domiciled in the city of Niterói, state of Rio de Janeiro, with office at Rua Miguel de Frias, 77, salas 1801 e 1802, Icaraí, CEP , hereinafter referred to as Plínio; RAFAEL DOS SANTOS SELVA, Brazilian, married under the partial community property regime, entrepreneur, bearer of identification document number , issued by SSP/MG, inscribed in the roll of individual taxpayers (CPF/MF) under number , resident and domiciled in the city of Belo Horizonte, state of Minas Gerais, with office at Rua Levindo Lopes, 358, sala 101, Funcionários, CEP , hereinafter referred to as Rafael; RICARDO CABRAL ABREU, Brazilian, married, entrepreneur, bearer of identification document (RG) number , issued by ITEP/RN, inscribed in the roll of individual 3

4 taxpayers (CPF/MF) under number , resident and domiciled at Rua Jundiaí, 640, apto. 801, Edifício Anderson Abreu, Tirol, CEP , in the city of Natal, state of Rio Grande do Norte, hereinafter referred to as Ricardo Abreu; RICARDO PITCHON, Brazilian, married, real estate broker, bearer of identification document number M , issued by SSP/MG, inscribed in CRECI/MG under number , inscribed in the roll of individual taxpayers (CPF/MF) under number , resident and domiciled in the city of Belo Horizonte, state of Minas Gerais, with office at Rua Conde de Linhares, 264, Cidade Jardim, CEP , hereinafter referred to as Ricardo Pitchon; VALONI ADRIANO PROCÓPIO, Brazilian, married under the partial community property regime, real estate broker, bearer of identification document (CIRG) number , issued by SSP/GO, inscribed in CRECI/GO under number 7306, inscribed in the roll of individual taxpayers (CPF/MF) under number , resident and domiciled at Rua GV 01, Quadra, 15, Lote 19, Residencial Granville, CEP , in the city of Goiânia, state of Goiás, hereinafter referred to as Valoni; WASHINGTON DOS SANTOS ROSA, Brazilian, married under the partial community property regime, entrepreneur, bearer of identification document (CIRG) number , issued by SSP/GO, inscribed in the roll of individual taxpayers (CPF/MF) under number , resident and domiciled at Rua C-151, Quadra 362, Lote 06, Jardim América, CEP , in the city of Goiânia, state of Goiás, hereinafter referred to as Washington; FUNDO GULF I DE INVESTIMENTOS EM PARTICIPAÇÕES, Private Equity Investment Fund, regulated by CVM Rule 391, of July16, 2003, registered at the Brazilian Securities and Exchange Commission ( CVM ) under code 98-1 on July 18, 2007, inscribed in the roll of corporate taxpayers (CNPJ/MF) under number / , herein represented by its administrator BTG Pactual Serviços Financeiros S.A. DTVM, headquartered at Praia de Botafogo, nº 501 5º andar, parte, in the city and state of Rio de Janeiro, inscribed in the roll of corporate taxpayers (CNPJ/MF) under number / , which is authorized by CVM to act as administrator of the securities portfolio, through CVM Declaratory Act 8.695, of March 20, 2003, hereinafter referred to as FIP; considering that Alexandre Costa, Antônio Carlos, Ariovaldo, Bernardo, Carlos Eduardo, Cristiano, Elizabeth, Fernando Alves, Fernando de Melo, Lucinéia, Luiz Eduardo, Marcelo Louzada, Marcelo Silva, Maria Luci, Marilúcia, Marlei, Paulo Costa, Paulo Sardenberg, Plínio, Rafael, Ricardo Pitchon, Ricardo Abreu, Valoni, Washington and FIP are hereinafter jointly referred to as "Shareholders" or Parties, and individually as "Shareholder or Party; and, also as intervening consenting party, BRASIL BROKERS PARTICIPAÇÕES S.A., corporation headquartered at Avenida das Américas, nº 500, Bloco 19, Salas 303 e 304, Barra da Tijuca, CEP , in the city 4

5 and state of Rio de Janeiro, inscribed in the roll of corporate taxpayers (CNPJ/MF) under number / , herein represented by its Executive Officers SERGIO NEW- LANDS FREIRE and JULIO CESAR GARCIA PIÑA RODRIGUES, above referred to as Company; WHEREAS i) The Parties are parties to the Company s Shareholders Agreement, originally executed on June 30, 2007 and subsequently amended on July 10, 2008, December 1, 2008 and August 25, 2010 ( Agreement ); ii) iii) The clause 3.1 of the Agreement provides, among other matters, that the Shareholders are prohibited to establish pledge or fiduciary sale or any other interest security on the Restricted Shares. The abovementioned restriction was fundamental while the lock up period was in effect, as set forth in Clause 2.2 of the Shareholders Agreement. Since the lock up period has expired, this restriction is no longer necessary. The Parties herein have decided to execute this Fourth Amendment to the Shareholders Agreement of Brasil Brokers Participações S.A. ( Amendment ) under the following terms: First Clause 1.1. The Parties herein have decided and resolved to abolish the prohibition of the establishment of pledge or fiduciary sale or any other interest security by the Shareholders on the Restricted Shares, as set forth in Clause 3.1 of the Agreement. 1.2 Therefore, Clause 3.1 shall be read as follows: 3.1 Any Shareholder is prohibited to establish usufruct or any other right of enjoyment on the Restricted Shares or offer them to be levied upon, without previous, expressed and unanimous approval by the other Shareholders. Second Clause 2. The Shares Restricted to the Agreement that may be subject to pledge, fiduciary sale or any other interest security will be considered Unrestricted Shares if sold to any third party and by any means, within the scope of execution of said guarantees, even in the case the acquirer of such Shares is party to the Agreement. Third Clause 3.1 Except for alterations made by this Amendment, all the Agreement s clauses, terms and conditions will remain unchanged and in full effect. 5

6 3.2 All terms used in this Amendment beginning with capital letter will have the same meanings attributed to them in the Agreement, unless otherwise defined herein. 3.3 The Parties sign this Amendment to expose their agreement with the resolutions herein and are obliged to comply with them when applicable, not practicing any act that may oppose or violate the rights and obligations agreed upon herein. 3.4 The Parties are obliged to file this Amendment at the Company s headquarters and to record it in the Book of the Financial Institution responsible for the Company s bookentry shares service, as required by law. In witness whereof, the parties hereto have executed this Amendment, in the presence of two (02) witnesses below. Rio de Janeiro, April 19, FUNDO GULF I DE INVESTIMENTOS EM PARTICIPAÇÕES BTG Pactual Serviços Financeiros S.A. DTVM BRASIL BROKERS PARTICIPAÇÕES S.A. Sergio Newlands Freire / Julio Cesar Garcia Piña Rodrigues Witnesses: Name: Name: R.G.: R.G.: CPF: CPF: 6

7 ALEXANDRE COSTA FONSECA 7

8 ANTONIO CARLOS DA COSTA 8

9 ARIOVALDO DA SILVA ROCHA FILHO 9

10 BERNARDO BARTHOLDY GRIBEL 10

11 CARLOS EDUARDO CUNHA LIMA, ADMINISTRATOR: DIEGO LOUREIRO CUNHA LIMA 11

12 CRISTIANO MOTTA DA CRUZ 12

13 ELIZABETH CRISTINA DA COSTA 13

14 FERNANDO ALVES DE OLIVEIRA 14

15 FERNANDO DE MELO MORAIS 15

16 LUCINEIA DAVANÇO DE CARVALHO SOUTO 16

17 LUIZ EDUARDO HAUS SUKIENIK 17

18 MARCELO LOUZADA DE MATTOS 18

19 MARCELO SILVA PEREIRA 19

20 MARIA LUCI DA COSTA 20

21 MARILÚCIA DAHER DA COSTA 21

22 MARLEI FELICIANO 22

23 PAULO ROBERTO DA COSTA 23

24 PAULO ROBERTO DIAS SARDENBERG 24

25 PLÍNIO AUGUSTO DE SERPA PINTO 25

26 RAFAEL DOS SANTOS SELVA 26

27 RICARDO CABRAL ABREU 27

28 RICARDO PITCHON 28

29 VALONI ADRIANO PROCÓPIO 29

30 WASHINGTON DOS SANTOS ROSA 30

31 FUNDO GULF I DE INVESTIMENTOS EM PARTICIPAÇÕES 31