Escrituras e aditamentos de debêntures - Agreement for the Issuance of and Subscription to Debentures Convertible Into New Shares - Emissão de Debêntures Conversíveis e Acordo de Subscrição (PIPE) R$ 100 milhões com Alpha Blue Ocean

In this Agreement, the following terms shall, when written with a capital initial letter, have the meaning ascribed to them below or elsewhere in the Agreement. In case of discrepancy between the definition appearing in this Clause 1 and that appearing in a specific provision of this Agreement, such latter definition will prevail.

"Affiliate" means with respect to a legal entity (with or without legal personality), any other entity that, directly or indirectly through one or more intermediaries, Controls, or is Controlled by, or is under common Control with, such person, it being specified that an investment fund shall be deemed Controlled by its management company and the company Controlling this management company and, with respect to an investment fund, Affiliate shall mean any entity which has the same management company.

"Agreement" shall have the meaning set forth in the recitals hereof. For the avoidance of doubt, any references to this "Agreement" shall include the Debentures and the Debentures Indenture, which form an integral part of this Agreement.

"Anti-Corruption Laws" means the Brazilian Anticorruption Law (Law No.

12,846/2013), any part of the Brazilian Penal Code (Decree-Law No. 2,848/1940) related to bribery, corruption, money laundering or similar conduct or offense, the Brazilian Public Procurement Law (Law No. 14.133/2021), the Brazilian Law on the Crimes against the Tax Order (Law No. 8,137/1990), the Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (Decree No. 3,678/2000), the Brazilian Administrative Misconduct Law (Law No. 8,429/1992), and the Brazilian Law on Money Laundering (Law No. 9.613/1998), in each case, as amended from time to time.

"Applicable Authority" means any federal, state, provincial, local or foreign

government or other political subdivision thereof, any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions or pertaining to of government, including any government authority, agency, department, board, commission or instrumentality or political subdivision thereof, any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations, or orders of such organization or authority have the force of law) and any court, tribunal, arbitrator, arbitration panel of competent jurisdiction.

"B3" shall have the meaning set forth in the recitals hereof.

"Bloomberg" means Bloomberg LP, or would Bloomberg LP cease to exist, any other financial and data service provider of reference freely designated by the Investor publishing reliable data on the Shares.

"Board of Directors" shall have the meaning set forth in the recitals hereof in

accordance with the Brazilian Corporations Law.

"Board of Trade" means the board of trade of the State of São Paulo (Brazil), or

the relevant commercial registry with which the Issuer is registered from time to time.

"Bookkeeping Agent" means Itaú Corretora de Valores S.A., which is the

bookkeeping agent of the Debentures and is responsible for maintaining the Issuer's shareholders' registry and administering corporate events, including the payment of dividends or other distributions, as well as the processing of securities subscriptions.

"Business Day" means a day other than a Saturday or Sunday, on which

commercial banks in the city of São Paulo (Brazil) and London (England) are open for business.

"Bylaws" means the bylaws (estatuto social) of the Issuer, as may be amended from time to time and duly filed and registered with the Board of Trade.

"Brazilian Corporations Law" means Brazilian Law No. 6,404/1976, as amended from time to

time.

"Capital Calls" shall have the meaning set forth in Clause 2.1.2 item (2)(v). "Closing Date" shall have the meaning set forth in Clause 2.2.3. "Commitment Fee" shall have the meaning set forth in Clause 4.1.

"Commitment Period" means the period of twenty-eight (28) months beginning on the signing date of this Agreement.

"Control" (including the terms "Controlled by" and "under common Control with") means, with respect to a person, the power, direct or indirect, to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities, or partnership or other ownership interests, by contract or credit arrangement, as trustee or executor, or otherwise.

"Conversion Amount" shall have the meaning set forth in Paragraph 8.1 of Schedule

1.

"Conversion Board of Directors Meeting"

shall have the meaning set forth in Clause 5.1.11.

"Conversion Date" shall have the meaning set forth in Paragraph 8.2 of Schedule

1.

"Conversion Notice" shall have the meaning set forth in Paragraph 8.2 of Schedule

1.

"Conversion Period" shall have the meaning set forth in Paragraph 8.1 of Schedule

1.

"Conversion Price" shall mean ninety-five percent (95%) of the lowest Daily

VWAPs observed over the Pricing Period. In order to determine the Conversion Price, the result will be truncated after two (2) decimal places.

"Cool Down Period" means a period during which the Issuer shall not be entitled to

request the Funding of a new Installment without the Investor's

prior written consent, whose duration shall be a period of thirty

(30) Trading Days following the Closing Date of each relevant Installment.

In the case where a Cool Down Period is ongoing, and:

1. the Issuer fails to deliver the Shares resulting from the conversion of the Debentures which are freely tradeable on the Market before the applicable deadline set forth in this Agreement; or

2. the Shares are suspended from trading for any reason and/or the Shares are traded in a system or procedure based on a single-price setting (fixing), net asset value trading or in any other than in the continuous trading system of the Market; or

3. in any case where the Issuer is in default in performing any of its obligations under this Agreement in any material respect; or

4. more generally in any case where the Investor is prevented from trading on the Shares (including in the case where inside information has been disclosed by the Issuer to the Investor),

the duration of the ongoing Cool Down Period shall be automatically extended by the duration of the event mentioned in (i), (ii), (iii) or (iv) above.

In the case where the Issuer issues new Shares or equity-linked securities to any third party while a Cool Down Period is ongoing, the duration of the ongoing Cool Down Period shall be automatically extended by a duration equal to D x (1+k), where:

1. D is the number of Trading Days which were left in the Cool Down Period at the time of the issuance of new Shares to a third party, and

2. k corresponds to the ratio between (a) the value of the Share issuance (corresponding to the number of Shares issued (or to be potentially issued in case of equity-linked securities) to the third party priced at the highest Daily VWAP observed over the fifteen (15) Trading Days preceding their issuance and (b) the Outstanding Principal.

"CVM" means the Securities and Exchange Commission of Brazil (Comissão de Valores Mobiliários).

"CVM Resolution No. 44" means the Resolution No. 44 issued by CVM that regulates the

disclosure of material acts or facts, the trading of securities while material information remains undisclosed, and the disclosure of information related to securities trading.

"CVM Resolution No. 80" means the Resolution No. 80 issued by CVM that regulates the

registration and the submission of periodic and occasional information by issuers of securities admitted to trading in regulated securities markets.

"Daily VWAP" means, as of any Trading Day, the closing volume weighted

average price of the Shares on the Market as published by Bloomberg.

"Debentures" shall have the meaning set forth in the recitals hereof. "Debentures Indenture" shall have the meaning set forth in the recitals hereof. "Dispute" shall have the meaning set forth in Clause 10.9.1.

"Encumbrance" means any mortgage, lien, pledge, charge or any other security

interest or encumbrance of any kind, except the interest of a vendor or lessor arising out of the acquisition of or agreement to acquire any property or asset under any conditional sale agreement, lease purchase agreement, sale in view of and subsequent leaseback arrangement or other similar title retention agreement.

"EOD Termination Notice" shall have the meaning set forth in Clause 8.1.2.

"Event of Default" shall have the meaning set forth in Clause 8.1.1.

"Event of Default Redemption" shall have the meaning set forth in Paragraph 7.1 of Schedule

1.

"First Installment" shall have the meaning set forth in Clause 2.2.2.

"Fund" (Integralização) means the funding by the Investor of the Subscription Price

with respect to one or more Installments in accordance with the terms of this Agreement, and "Funding" and "Funded" shall be interpreted accordingly.

"Indebtedness" means any indebtedness for or in respect of:

1. any monies borrowed pursuant to one or more credit facility agreements or the issue of bonds, notes, debentures, loan stock or any similar instrument;

2. the amount of any liability in respect of any guarantee for any of the items referred to in item (i) above,

it being understood that any amount calculated under this definition may only be counted once, even if an item may qualify more than once under various paragraphs.

"Installment(s)" shall have the meaning set forth in the recitals hereof.

"Investor" shall have the meaning set forth in the introduction to this Agreement.

"Investor Bank Account" means the bank account of the Investor with the details as

notified by the Investor to the Issuer in writing at least three (3) Business Days prior to the relevant transfer date.

"Investor Call" shall have the meaning set forth in Clause 2.3.1.

"Investor Call Notice" shall have the meaning set forth in Clause 2.3.1.

"Issuance Date" shall have the meaning set forth in Clause 2.1.2, item (2)(i).

"Issuer" shall have the meaning set forth in the introduction to this Agreement.

"Issuer Bank Account" means the bank account of the Issuer with the following details,

or such other bank account as the Issuer may notify the Investor in writing from time to time in accordance with the terms of this Agreement:

Bank Name: Banco Santander Brasil S.A.

Bank Address: Avenida Presidente Juscelino Kubitschek, 2041 - Conjunto 281 Bloco A Cond Wtorre JK. CEP 04.543-011, Vila Nova Conceição, São Paulo, SP, Brazil

Bank Phone: 55 11 4004-3535

Account Name: SEQUOIA LOGISTICA E TRANSPORTES S.A.

Swift Code: BSCHBRSP

Account Number: IBAN BR8790400888001210290032341C1

"Lent Shares" means the Shares free from Encumbrances lent by the Selected

Shareholders to the Investor, to secure the issuance of Shares, pursuant to the terms and conditions of the Share Lending Agreements.

"Market" shall have the meaning set forth in the recitals hereof.

"Material Adverse Change" shall mean (a) any condition, circumstance or situation that

would materially impair the Issuer from entering into and performing any of its material obligations under this Agreement and/or (b) has a material adverse effect on the business of the Issuer and/or its Subsidiaries (financial or otherwise) that, individually or in the aggregate (taking into account all other such changes or effects), is, or could reasonably be expected to have the effect of:

1. reducing the net asset value of the Issuer and its Subsidiaries on a consolidated basis in the following twelve (12) months by more than fifty percent (50%), when compared to the last financial results; and/or

2. reducing the price of the Shares by more than fifty percent (50%) compared to the Daily VWAP on the first Trading Day following the Issuance Date.

"Maturity Date" shall have the meaning set forth in Paragraph 4 of Schedule 1.

"Notice" shall have the meaning set forth in Clause 10.1.

"Outlier" means the aggregate percentage of data points from the top and bottom tails that will be excluded from the data set.

"Outstanding Conversion Notice"

shall have the meaning set forth in Clause 8.2.

"Outstanding Principal" means the aggregate nominal value of the outstanding

Debentures already Funded but not yet converted under this Agreement, increased by the aggregate closing price per Share as quoted by the Market on the relevant Conversion Date of all the Shares that have not yet been delivered to the Investor in freely tradable form following a Conversion Notice.

"Party" and "Parties" shall have the meaning set forth in the introduction to this

Agreement.

"Preemptive Rights Assignment Agreements"

means the agreements entered into between the Selected Shareholders and the Investor governing the assignment of the preemptive rights for the subscription of the Debentures substantially in the form attached hereto as Schedule 4.

"Preemptive Rights Exercise Period"

shall have the meaning set forth in Clause 2.1.2 item (2)(ii).

"Pricing Period" means a period of ten (10) consecutive Trading Days expiring

on the Trading Day immediately preceding the Conversion Date.

"Principal Amount" means the total amount of debt in principal represented by an

Installment which have been Funded.

"Redemption Price" shall mean 130% (one hundred and thirty percent) of the

Principal Amount of any Debentures which have been Funded and which are being redeemed.

"Reference Form" means the annual information form (Formulário de Referência)

prepared and disclosed by the Issuer pursuant to the applicable regulations issued by the CVM, as updated from time to time in accordance with the applicable CVM regulations.

"Rules of Arbitration" shall have the meaning set forth in Clause 10.9.1.

"Selected Shareholders" Means, on the date of this Agreement, each of:

• Logistica I Fundo de Investimento Financeiro Multimercado Crédito Privado Resposabilidade Limitada

• JGB III Fundo de Investimento Financeiro Multimercado

  - CP Responsabilidade Limitada

• Fundo de Crédito e Recebíveis - FIDC Responsabilidade Limitada

• Newfoundland Selected Funds LLC - Banco BTG Pactual S.A.

• Fram Capital Sherman Fundo de Investimento em Participações Multiestratégia

"Share Lending Agreements" means the share lending agreements to be executed between the

Investor (as borrower) and the Selected Shareholders (as lenders) in the form attached as Schedule 6 pursuant to which the Lent Shares are to be lent to the Investor by such Selected Shareholders, to secure the issuance of Shares.

"Shares" shall have the meaning set forth in the recitals hereof. "Subscription Price" shall have the meaning set forth in Clause 2.2.1. "Subsequent Installment" shall have the meaning set forth in Clause 2.2.3.

"Subsidiary(ies)" means any entity which is Controlled, directly or indirectly, by

another person.

"Taxes" means all taxes, charges, levies, fees, imposts, duties, penalties, or other assessments imposed by any Brazilian federal, state or local Taxing Authority or any non-Brazilian Taxing Authority (including any interest, fines, assessments, penalties or additions to tax imposed in connection therewith or with respect thereto).

"Total Exposure Value" shall have the meaning set forth in Clause 3.1.18.

"Trading Day" means any Business Day of trading of Shares in the Market,

provided that "Trading Day" shall not include (i) any Business Day on which the Shares are scheduled to trade on the Market

for less than 5.5 hours, (ii) any Business Day that the Shares are suspended from trading during the final hour of trading on the Market, and (iii) for the purposes of the definition of "Pricing Period" and "Cool Down Period", any Business Day on which the value traded of the Shares (as reported by Bloomberg) is equal to zero.

means any equity-based financing transaction for the primary purpose of raising capital through the issuance of equity securities to investors at a price per share that is determined based on, or adjusted in reference to, the trading price of the Shares on or after the date of such issuance, and which may result in significant dilution to the shareholders. This includes equity line arrangements, standby equity distribution agreements, structured PIPEs with floating conversion prices, or any other similar instrument or arrangement. For the sake of clarity, "Variable Rate Equity Financings" shall not be construed as to encompass transactions with a variable structure but with a hedging function, short-term financing or executive compensation, and encompassing legitimate and routine operations, such as stock option plans, convertible bonds with limited adjustments, or hybrid capital structures.

contained in Clause 6.

References in this Agreement to the Clauses and Schedules are to the clauses of, and schedules to, this Agreement and references to Paragraphs are to paragraphs in a Schedule. The Schedules form part of and are deemed to be incorporated in this Agreement and the Issuer and the Investor are bound by the terms and conditions set out therein as if they were part of the body of this Agreement.

References in this Agreement to any act, statute or statutory provision include references to any such provision as amended, re-enacted or replaced (with or without modification) so far as such amendment, re-enactment or replacement applies or is capable of applying to any transactions entered into in accordance with this Agreement (including, for the sake of clarity, those situation in which a non-material amendment to this Agreement would be necessary) and includes any order, instrument, regulation or subordinate legislation made from time to time under that statute or provision, provided that this Clause 1.3 will not operate to impose any greater financial or other liability on any Party than it would have been under but for such amendment, re-enactment, replacement or modification.

References in this Agreement to the singular include references to the plural and vice versa and references to the masculine gender include references to the feminine and neuter gender and vice versa.

Headings in this Agreement are inserted for convenience only and will not affect the interpretation of this Agreement or any part of it.

In the event of any conflict between the Debentures and the Debentures Indenture on the one hand, and the body of this Agreement on the other hand, the body of this Agreement shall control.

In this Agreement the words "includes", "including" and "included" will be construed without

limitation unless inconsistent with the context.

The words "hereof", "herein", "herewith" and "hereunder" and words of similar import, when used in this Agreement, shall, in the absence of a specific provision to the contrary, refer to this Agreement as a whole.

Any reference in this Agreement to a "person" includes any individual, body corporate, trust, partnership, joint venture, unincorporated association or governmental, quasi-governmental, judicial or regulatory entity (or any department, agency or political sub-division of any such entity), in each case whether or not having a separate legal personality.

1. Subject to and in accordance with the terms and conditions set forth in this Agreement (including the satisfaction by the Issuer of the conditions set forth in Clause 3), (i) the Issuer undertakes to carry out an issuance of Debentures in the form and within the timeframe set forth herein and in the Debentures Indenture; and (ii) the Investor undertakes to subscribe for two thousand (2,000) Debentures, in the total amount of one hundred million reais (BRL 100,000,000.00), representing the total principal amount of the Total Commitment.

2. ‌The issuance of the Debentures shall be carried out as follows:

   1. ‌on the date the Debentures shall be issued, which will be defined in the Debentures Indenture and shall fall no later than five (5) Business Days following the date on which the Lent Shares are delivered to the Investor pursuant to the Share Lending Agreements ("Issuance Date"). The Issuer shall hold a meeting of its Board of Directors to approve the private issuance, within the authorized capital limit, of up to eight thousand (8,000) Debentures, in one series, in the form of the Debentures Indenture, to be subscribed for during the preemptive rights exercise period, as set forth in item (ii) below, and paid-in on a deferred basis, in accordance with Capital Calls, pursuant to the terms and conditions of this Agreement and the Debentures Indenture;

   2. ‌on the Issuance Date, the Issuer shall notify the market, in accordance with applicable regulations, of the approval of the private issuance of the Debentures, and shall disclose the commencement of the preemptive rights exercise period for the Issuer's shareholders to subscribe for the Debentures, which shall last thirty (30) calendar days, pursuant to Article 57, paragraph 1, and Article 171, paragraphs 2 and 3, of the Brazilian Corporations Law ("Preemptive Rights Exercise Period"); provided that such period shall commence no later than three (3) Business Days following the date of disclosure;

   3. the Selected Shareholders shall, in the form and within the timeframe provided for in the Preemptive Rights Assignment Agreements, assign their preemptive rights to the Investor, so as to enable the Investor to subscribe for two thousand (2,000) Debentures, corresponding to the amount of the Total Commitment;

   4. within the Preemptive Rights Exercise Period, the Investor shall subscribe for two thousand (2,000) Debentures, corresponding to an amount equivalent to the Total Commitment;

   5. ‌the Issuer shall, from time to time, make capital calls to all the subscribers of the Debentures for the payment of each installment ("Capital Calls"), provided that (a) pursuant to a Capital Call, the Funding of each Installment shall correspond to the payment of a certain number of Debentures - e. g. the Funding of an Installment, in the amount of BRL 5,000,000.00 (five million reais), shall represent the payment of one hundred (100) Debentures -, and (b) such

   Capital Calls are made in a manner consistent with, and aligned to, the mechanics set forth in Clauses 2.2 and 2.3 hereof.

3. The following registration procedures shall be followed by the Issuer in connection with the issuance of the Debentures:

   1. pursuant to Article 62, item I, letter 'a', and paragraph 5, of the Brazilian Corporations Law, and Article 33, item V, and paragraph 8, of CVM Resolution No. 80, the minutes of the Board of Directors' meeting of the Issuer shall (a) be filed with the Board of Trade within up to thirty (30) calendar days from the respective execution date; and (b) submitted to the CVM through the electronic system available on CVM's website web within up to seven (7) Business Days from the date of the meeting of the Board of Directors;

   2. pursuant to Article 62, item I, letter 'a', and paragraph 5, of the Brazilian Corporations Law, and Article 33, item XVII, and paragraph 8, of CVM Resolution No. 80, the Debentures Indenture and its amendments shall be (a) registered with the Board of Trade within up to thirty (30) calendar days from the respective execution date, in accordance with Article 62, paragraph 5, of the Brazilian Corporations Law; and (b) submitted to the CVM through the electronic system available on CVM's website web within up to seven (7) Business Days from the respective execution date;

   3. the issuance of Debentures shall not be registered as a public offer with the CVM, the Brazilian Financial and Capital Markets Association (ANBIMA), nor any other authority, as the Debentures to be issued pursuant to the Debentures Indenture shall be placed through a private offering, without any selling effort directed at investors or any form of trading in the securities market.

4. The Debentures shall not be deposited for distribution or trading in any organized market.

1. The cash subscription price of the Debentures (the "Subscription Price") shall be Funded by the Investor to the Issuer in twenty (20) sequential Installments of five million reais (BRL 5,000,000.00) in accordance with Clauses 2.2.2 to 2.3.3.

2. ‌The aggregate Principal Amount of the first Installment shall be five million reais (BRL 5,000,000.00) (the "First Installment"). The First Installment shall be Funded by the Investor to the Issuer on the second Business Day following the end of the Preemptive Right Exercise Period (provided that the relevant conditions precedent have been fulfilled or waived (as the case may be) in accordance with the terms of this Agreement). The Investor shall Fund the First Installment by delivering a Fund form in the form attached hereto as Schedule 3 (a "Funding Notice") and paying by electronic wire transfer in immediately available funds in Brazilian Reais to the Issuer Bank Account (or such other bank account designated by the Issuer by notice in writing in accordance with Clause 10.1) the Subscription Price with respect to the First Installment.

3. Following the First Installment, from the Issuance Date to the end of the Commitment Period, subject to and in accordance with the terms and conditions set forth in this Agreement (including the satisfaction by the Issuer of the conditions set forth in Clause 3), the Issuer shall have the right (but not the obligation) to make a Capital Call and require the Investor to Fund the cash Subscription Price for an Installment (each, a "Subsequent Installment") in accordance with this Agreement by submitting a written notice in accordance with Clause

   10.1 simultaneously to all subscribers of the Debentures (including the Investor). Each date on which the Investor pays to the Issuer the aggregate Subscription Price for an Installment being a "Closing Date" with respect to such Installment.

4. Subject to Clause 2.2.8, the Subsequent Installments shall be Funded sequentially in the Principal Amount of five million reais (BRL 5,000,000.00) each, corresponding to one hundred (100) Debentures.

5. The Investor shall Fund each Subsequent Installment by delivering a Funding Notice in the form attached hereto as Schedule 3 and paying by electronic wire transfer in immediately available funds in Brazilian Reais to the Issuer Bank Account (or such other bank account designated by the Issuer by notice in writing in accordance with Clause 10.1) the Subscription Price with respect to such Installment.

6. ‌The Issuer shall have the right to make a Capital Call with respect to the Funding of a Subsequent Installment upon the earlier of (i) the expiry date of the applicable Cool Down Period; or (ii) there being no Outstanding Principal with respect to any Debentures which were Funded by the Investor.

7. By exception to Clause 2.2.6, the Issuer shall have the right to request, at its sole discretion, to drawdown for Funding by the Investor two (2) Subsequent Installments at the same time in an aggregate Principal Amount of ten million reais (BRL 10,000,000.00), corresponding to two hundred (200) Debentures, should the forty (40) day average daily value traded (as reported by Bloomberg) on the date of a Capital Call - trimmed for 10% of the Outliers - be greater than two million five hundred thousand reais (BRL 2,500,000.00).

8. ‌Notwithstanding any other provision of this Agreement, in the event that the Issuer makes a Capital Call for an Installment and the twenty (20) day average daily value traded (as reported by Bloomberg) on the date of a Capital Call, trimmed for 10% of the Outliers, is lower than one million reais (BRL 1,000,000.00), then:

   1. the Investor shall have the option, exercisable at its sole discretion upon written notice to the Issuer, to require that the Issuer reduce the amount of such Installment to be Funded by up to fifty per cent (50%), in which case such Installment to be Funded shall be reduced to an aggregate Principal Amount of up to two million five hundred thousand reais (BRL 2,500,000.00); and

   2. the number of Installments remaining available to be Funded under this Agreement shall be adjusted upward accordingly so that the amount of the Total Commitment shall remain unchanged.

1. The Investor shall have the right (the "Investor Call") to request the Funding of up to six hundred (600) Debentures, corresponding to up to six (6) Installments (either individually or at once), at any time, by submitting a notice in accordance with Clause 10.1 (an "Investor Call Notice") to the Issuer in the form attached hereto as Schedule 2. For the avoidance of doubt, the Investor shall have the right to exercise an Investor Call, even if the condition precedents in Clause 3 are not met.

2. ‌The Issuer shall readily disclose to the market, pursuant to its disclosure obligations under the applicable CVM regulations, that the Investor has exercised its right to make an Investor Call.

3. Upon exercise of the Investor Call, the Issuer undertakes to make a Capital Call immediately within the same Business Day on which it receives the Investor Call, and after its disclosure to the market in the form of Clause 2.3.2, with respect to Funding of the Installment(s) with respect to which the Investor has issued the Investor Call.

‌The obligation of the Investor to subscribe for the Debentures and to Fund any Installment is subject to the fulfilment by the Issuer (or waiver thereof by the Investor), prior to or on each Closing Date, of each of the following conditions:

1. the Issuer having complied with the covenants of the Issuer set forth in Clause 5 and all other material obligations set out in this Agreement;

2. the absence of an event or change rendering any one of the Warranties set forth in Clause 6 untrue or incorrect;

3. the issuance of the Debentures is duly approved by the Issuer's Board of Directors, within

   the limits of the authorized capital;

4. the Debentures Indenture is duly executed and registered and submitted to CVM in accordance with this Agreement;

5. the preemptive right to subscribe for the Debentures is duly assigned by Selected Shareholders, pursuant to the terms of the Preemptive Rights Assignment Agreements;

6. no event or circumstance is outstanding which constitutes a default by the Issuer under this Agreement or under the Debentures Indenture;

7. no Material Adverse Change has occurred;

8. no Applicable Authority has objected or objects to the issuance of the Debentures or their conversion or exercise;

9. no occurrence that constitutes an Event of Default is outstanding and not cured within the relevant grace or remedy period;

10. no payment is due by the Issuer to the Investor (or any of its Affiliates) or to the Investor's legal counsel and no delivery and admission to trading of Shares resulting from a conversion of Debentures by the Investor (or any of its Affiliates) is outstanding under this Agreement;

11. the Commitment Period has not elapsed;

12. the Share Lending Agreements are duly executed by the Investor and the Selected Shareholders lending the Lent Shares to the Investor in a form accepted by the Investor (acting in its sole discretion), and such Share Lending Agreements have not been contested and is fully in force between the relevant parties thereto;

13. the Lent Shares have been delivered to the Investor (and have not been redelivered to the lenders pursuant to the Share Lending Agreements) in accordance with and under the terms of the Share Lending Agreements, and such Lent Shares are equal to or greater in number than two hundred percent (200%) of (a) the Principal Amount of the relevant Installment increased by the Principal Amount of any Debentures held by the Investor (b) divided by the last available closing price for the Shares on the Market;

14. on the date of each Capital Call and on each relevant Closing Date, the Shares (i) shall be listed on the Market and (ii) shall not have been suspended, by any Applicable Authority nor

    1. shall suspension by the Applicable Authority have been threatened, either (a) in writing

    by any Applicable Authority or (b) by falling below the minimum listing maintenance requirements of the Market;

15. the 20-day average daily value traded of the Shares (as reported by Bloomberg) on the date of a Capital Call - trimmed for 10% of the Outliers - shall be greater than five hundred thousand reais (BRL 500,000.00);

16. the Issuer having obtained all the relevant corporate resolutions, approvals, authorizations and delegations required under the Brazilian Corporations Law and applicable CVM's regulation for the purposes of the issuance of the Debentures and the Shares to be delivered in accordance with the terms thereto;

17. the closing Share price (as reported by Bloomberg) shall trade above one half of a real (BRL 0.50) for at least ten (10) consecutive Trading Days immediately prior to the date on which a Capital Call is made; and

18. the Total Exposure Value (as calculated below) is less than ten percent (10%) of the market capitalization of the Issuer for a minimum of ten (10) Trading Days immediately preceding the date of the relevant Capital Call. The "Total Exposure Value" shall be calculated as an amount in Brazilian Reais as follows:

    A + B + C

    Where:

    A = the number of Shares held by the Investor at the time of the Request multiplied by the last closing price of the Shares on the Market (as reported by Bloomberg) as of the date of the relevant Capital Call;

    B = the Principal Amount of the Debentures outstanding as of the date of the relevant Capital Call; and

    C = the Subscription Price of the Installment Funded by way of the relevant Capital Call.

The Investor shall have the discretionary right to waive the total or partial satisfaction of any one of the conditions set forth in Clause 3.1.

The Issuer undertakes to make Capital Calls in respect of any Installments solely upon satisfaction or valid waiver, as applicable, of all conditions precedent set forth in Clause 3.1. The Issuer shall refrain from issuing, and shall promptly cancel any Capital Call made in breach of this Agreement. The Investor shall notify the Issuer no later than the day before the end of a Cool Down Period in case the number of Lent Shares in its possession is lesser than the minimum number of Lent Shares pursuant to the Share Lending Agreements.

Notwithstanding anything to the contrary in this Agreement, in the event that any of the conditions precedent set forth in this Clause 3 have not been met with respect to any Subsequent Installment and the Investor decides (at its sole discretion) to proceed with respect to the Funding of the Subscription Price of such Subsequent Installment despite such conditions not being met, the Investor shall have the right, exercisable by way of written notice to the Issuer, to (i) charge a waiver fee in cash equal to 10% of the Principal Amount of the relevant Installment being Funded and (ii) to reduce the size of such Installment being Funded by fifty per cent (50%) by way of written notice to the Issuer, provided that in such instance the number of Installments shall be adjusted to give effect to the decrease of the Principal Amount of an Installment being Funded, such that the amount of the Total Commitment shall remain unchanged. The aforementioned

waiver fee shall be paid by way of set off against the amount payable by the Investor as Funding for the relevant Subsequent Instalment for which such waiver is granted by the Investor.

For avoidance of doubt, any failure by the Issuer to fulfill a condition precedent with respect to a given Installment shall not invalidate or affect the validity, enforceability or effectiveness of any prior Installment, nor shall it give rise to any right of termination, rescission, suspension or reimbursement in relation to such prior Installments or any Debentures. Each Installment shall be considered independently for the purposes of the conditions precedent set forth in Clause 3.1.

1. In consideration for the Investor's commitment to subscribe to the Total Commitment, the Issuer shall pay to the Investor a commitment fee equal to five per cent (5%) of the Total Commitment (i.e. five million reais (BRL 5,000,000.00)) (the "Commitment Fee"), which shall be settled through the subscription of Debentures, by way of set-off (compensação) against the amounts payable by the Investor as Subscription Price of the relevant Installments, as follows:

   • A portion of two million reais (BRL 2,000,000.00) of the Commitment Fee shall be settled on the date of the payment of the First Installment by means of set-off against the amount payable by the Investor as Funding for the First Installment; and

   • Without prejudice to the preceding item, the remaining portion of the Commitment Fee (three million reais (BRL 3,000,000.00)) shall be settled in twenty (20) installments of one hundred fifty thousand reais (BRL 150,000.00) each upon the Funding of each Installment through set-off of the amount payable by the Investor as Funding for such Installment against the corresponding portion of the Commitment Fee to be paid by the Issuer on each of such moments (BRL 150,000.00).

The Issuer covenants and agrees, in respect of the period from the Issuance Date until the expiry date of the Commitment Period, as follows:

1. the Issuer will at all times and in all material respect uphold, comply with and act in accordance with all the relevant provisions of the Brazilian Corporations Law, CVM applicable regulations, Issuer's Bylaws, the Debentures Indenture, the Anti-Corruption Laws and any and all other rules and regulations applicable to the Issuer from time to time;

2. the Issuer will:

   1. carry out all reasonable and proportional actions considered to be necessary to preserve and keep in full force and effect its corporate existence, rights and franchise and the corporate existence of its Subsidiaries;

   2. insure its assets and businesses and the assets and businesses of its Subsidiaries in materially the same terms as previously conducted or in accordance with the prevailing market practice at each moment; and

   3. except as to the unpaid Taxes referred to in its yearly financial statements, pay and discharge when due all Taxes imposed upon it or upon its income or profits, or upon any of its

   properties; provided that it shall not be required to pay or discharge any such tax, assessment, charge, levy or claim which is being contested in good faith;

3. the Issuer shall not enter into any corporate reorganization, including merger, merger of shares (incorporação de ações), spin-off, or any other transaction or series of related transactions that would reasonably be expected to result in a similar effect or achieve substantially the same purpose as the aforementioned transactions; provided that any person or entity may be merged with or into the Issuer if the Issuer is the surviving corporation or joint-venture with listed shares. Forthwith upon the occurrence of any merger permitted under this Clause, the Issuer will deliver to the Investor a notice of the Board of Directors specifying the date and the nature thereof;

4. the Issuer will not sell, lease, transfer, liquidate or otherwise dispose of all or substantially all of its assets now owned or hereafter acquired in a single transaction (or a series of related transactions), except for fair consideration or on an arm's length basis;

5. the Issuer shall not enter into any Variable Rate Equity Financings during the Commitment Period or within a period of six (6) months following the Termination of this Agreement pursuant to Clause 10.12, unless such financing has been previously approved in writing by the Investor. In the event of a breach of this Clause 5.1.5, the Issuer shall pay to the Investor, as liquidated damages and not as a penalty, an amount equal to five percent (5%) of the aggregate amount actually raised by the Issuer under the Variable Rate Equity Financing, provided that such financing results in a dilution effect materially similar to that which this Agreement intended to preclude. The Parties acknowledge and agree that such liquidated damages are a reasonable pre-estimate of the Investor's anticipated damages and shall be the sole remedy in respect of such breach. For the avoidance of doubt, the provisions of this Clause 5.1.5 shall not restrict the Issuer from (i) issuing equity securities pursuant to employee and managers incentive plans; (ii) entering into transactions for strategic purposes (including M&A); or (iii) undertaking any financing at a fixed price;

6. without the prior written approval of the Investor, the Issuer shall not contract, create or undertake any new Indebtedness that is (a) expressly senior to the Debentures in terms of payment of interest and principal, and (b) in an aggregate principal amount exceeding ten percent (10%) of the Issuer's total gross debt as of its last financial statements, provided that the following shall not be subject to such restriction:

   1. the Debentures;

   2. Indebtedness incurred in the ordinary course of business, including, but not limited to, trade financing, working capital lines, supply chain financing, advances on receivables and other operational credit lines;

   3. Indebtedness incurred with Brazilian financial institutions under market conditions and with a maturity of up to 12 months;

   4. Indebtedness resulting from a sale and lease back arrangement on real estate property; and

   5. refinancing, rollover or replacement of any existing permitted Indebtedness, provided that the new terms are not more burdensome in terms of subordination to the Debentures.

7. the Issuer shall not communicate to the Investor any material non-public information (informação relevante ainda não divulgada ao mercado) within the meaning of article 2 of CVM Resolution No. 44. Should the Issuer be in breach of the aforementioned obligation, the Issuer shall, at the latest on the following Business Day, disclose to the market said

   information in accordance with the CVM Resolution No. 44 and all the applicable regulations;

8. the Issuer shall announce the terms of this transaction in accordance with the requirements of CVM Resolution No. 44 as soon as practicable following the date of this Agreement by way of an announcement substantially in the form attached as Schedule 8;

9. the Issuer shall (i) make available to the Investor, at its request, and disclose to the market (to the extent legally required) an updated table in order to follow-up the number of outstanding Debentures issued, outstanding Debentures which have been Funded and Shares issued upon conversion of the Debentures (together with an update on the total number of Shares and voting rights in the Issuer) and (ii) update such table immediately after the receipt of any Conversion Notice sent by the Investor;

10. the Issuer shall (i) maintain the Company's registration as a securities issuer with the CVM duly updated and fully comply with all obligations to submit the applicable disclosures to the CVM and to investors, in accordance with the provisions of CVM Resolution No. 80; (ii) maintain all authorizations required for the execution of the Debentures Indenture and the performance of all obligations set forth therein valid, effective, in proper order, and in full force and effect; (iii) duly disclose its financial and economic information, in accordance with the Brazilian Corporations Law and the applicable regulations issued by the CVM; (iv) take all necessary actions, including before the Bookkeeping Agent and B3, to ensure the approval of the issuance of the shares resulting from the conversion of the Debentures and the prompt and timely delivery of such shares to the Investors;

11. ‌the Issuer shall convene a meeting of the Board of Directors to approve the capital increase resulting from the conversion, every two (2) weeks, on fixed dates, whenever there is an outstanding Conversion Notice (the "Conversion Board of Directors Meeting"), and take the necessary measures with the Bookkeeping Agent to ensure that the new Shares to be issued pursuant to a Conversion Notice no later than five (5) Business Days following the days after the relevant Conversion Board of Directors Meeting;

12. the Issuer shall cooperate with the Investor (and with the relevant Affiliates of the Investor and their respective advisors and representatives) in ways necessary and/or advisable in the declarations of foreign direct investments (FDI) to be made in accordance with the applicable laws and regulations; and

13. the Issuer shall make any payment due to the Investor (or any of its Affiliates) under this Agreement on the due date or within a grace period no longer than ten (10) days.

1. "Event of Default" shall mean any of the following occurrences:

   1. a default by the Issuer in the due performance of any of its obligations under this Agreement which, if curable, is not cured within ten (10) calendar days as from the first of the following dates: (i) the date on which the Issuer becomes aware of this breach and (ii) the date on which the Investor notifies such breach to the Issuer, requesting that it be cured or remedied;

   2. a default by the Issuer in the due performance of any of its obligations under the Debentures Indenture, in accordance with its terms and conditions, including the occurrence of an early maturity of the Debentures;

   3. failure by the Issuer to issue and deliver any new Shares (which are freely tradeable on the exchanges on which such Shares are listed) to the Investor in accordance with the terms of the Agreement (for example in case of late delivery of the new Shares to the Investor) due within five (5) Business Days following each Conversion Board of Directors Meeting. For the purpose of this Agreement, failure of the Issuer to deliver freely tradable Shares within the deadlines prescribed by this Agreement shall not be a breach of this Agreement which is deemed "curable" for the purposes of Clause 8.1(i);

   4. failure by the Issuer to pay (a) the price due in connection with the acquisition of the Debentures in the case where the Issuer does not have sufficient authorized capital available to issue new Shares, in accordance with Paragraph 8.5 of Schedule 1, or (b) any amount due to the Investor (or any of its Affiliates) in accordance with this Agreement, it being specified that after ten (10) Business Days of delay any amount due by the Issuer to the Investor shall bear a flat interest equal to one percent (1%) of the amount due per calendar month;

   5. failure by the Issuer to pay the Commitment Fee, in accordance with Clause 4.1;

   6. failure by the Issuer to pay the full amount of legal fees incurred by the Investor in accordance with Clause 10.6.1 below;

   7. the de-listing of the Shares from the Market;

   8. the suspension of the Shares by any Applicable Authority on the Market (1) for more than ten (10) calendar days, or (2) the suspension or threat of suspension in writing by any Applicable Authority, as of the relevant date, caused by either (a) the Issuer's noncompliance with market rules or (b) by falling below the minimum listing maintenance requirements of the Market;

   9. any refusal to certify the financial statements by the statutory auditors of the Issuer which is not cured within thirty (30) days as from the date such certification is requested from the auditors;

   10. a Material Adverse Change has occurred;

   11. failure by the Issuer to pay any Indebtedness in excess of fifteen million reais (BRL 15,000,000.00) when due or within any applicable grace period, other than any such failure resulting from a good faith error which is diligently and promptly corrected, or failure by the Issuer to observe or perform any term, covenant or agreement contained in any agreement or instrument by which it is bound evidencing or securing any such Indebtedness

       for a period of time which would cause or permit the acceleration of the maturity thereof, except if such Indebtedness is contested in good faith by the Issuer;

   12. if the Issuer voluntarily suspends or discontinues substantially all of its business, liquidates all of its assets except for fair consideration or on an arm's length basis, or bankruptcy, moratorium, insolvency or similar proceedings (including, without limitation, any procedimento recuperação judicial ou extrajudicial) for relief of financially distressed debtors shall be instituted by or against the Issuer and shall not have been discharged within eight (8) months;

   13. any decision against the Issuer, any of the board members or executives (diretores) and/or a relevant shareholder of the Issuer for unfair administration, market manipulation or in violation of any Anti-Corruption Laws; and

   14. any decision against the Issuer for the payment of money in excess of fifteen million reais (BRL 15,000,000.00) is rendered by a court of competent jurisdiction against the Issuer, except for any decisions rendered in the ongoing lawsuits Nr. 5004142-80.2023.4.03.61281, Nr. 5011714-67.2022.4.04.71072 and Nr. 5002510-33.2021.4.04.71073.

2. It is agreed between the Parties that upon occurrence of an Event of Default, the Investor shall be entitled, at its sole discretion (but with prior communication to the Issuer), to terminate this Agreement by way of written notice (the "EOD Termination Notice"), in which case the Parties shall be under no further liability arising out of the Agreement (except as otherwise specifically provided and except for any liability arising before or in relation to such termination, including, without limitation, the obligation to deliver Shares pursuant to a Conversion Notice delivered prior to the EOD Termination Notice in accordance with Clause 8.2). Upon such termination and subject to Clause 8.2, the Principal Amount of any Debenture which has been Funded and is outstanding shall be immediately redeemed at the Redemption Price, and such Redemption Price shall be due and payable to the Investor within three (3) Business Days as from the date of termination of this Agreement.

Any notice, demand, consent, waiver or other communication required, given or made under this Agreement (a "Notice") shall be made in writing, signed on behalf of the Party from which it originates and, subject to the forms applicable to the Funding form in Schedule 3, the Conversion Notice as set forth in Schedule 5 and the Investor Call Notice as set forth in Schedule 2, shall be sent by e-mail with acknowledgment of receipt, as well as sent by registered post with confirmation of receipt or by express courier.

Any Notice shall be deemed to have been delivered:

• If sent by e-mail with acknowledgment of receipt, on the day of transmission; or

• if sent by certified mail, return receipt requested, on the second (2nd) Business Day after the date of posting if posted in Brazil for delivery in Brazil and seventh (7th) Business Day if posted for overseas delivery; or

• if delivered by hand, upon delivery against acknowledgement at the address stated in this Agreement;

provided however that, if it is delivered by hand or sent by e-mail on a day which is not a Business Day or after 6.00 pm BRT on a Business Day, it will instead be deemed to have been given or made on the next Business Day.

Any Notice sent by the Investor to the Issuer by e-mail with acknowledgment of receipt shall be deemed received and confirmed by the Issuer twenty-four (24) hours after sending.

The address and e-mail address for such Notice shall be:

1. if to the Issuer: Sequoia Logística e Transportes S.A,

   Address: Alameda Rio Negro, No. 500, 6th floor, suite 601, Barueri/SP, Brazil Attention to: Messrs. Alexandre Rodrigues and Leopoldo de Bruggen e Silva

   E-mails: alexandre.rodrigues@sequoialog.com.br / leopoldo.bruggen@sequoialog.com.br

   Copy:

   Chediak e Cristofaro - Advogados

   Address: Rua Visconde de Pirajá, No. 351, 12th floor, Ipanema, Rio de Janeiro/RJ, Brazil Attention to: Messrs. Caio Machado Filho and Gustavo Monteiro Guindani

   E-mails: caio.machado@chediak.com.br / gustavo.guindani@chediak.com.br

2. if to the Investor:

Address: 61 rue de Rollingergrund, 2440, Luxembourg

Attention to: Mr. Maxence Boitelet, Mr. Amine Nedjai and Mr. Benjamin Pershick

E-mails: ops@wgto.co / a.nedjai@wgto.co / bpershick@calderwood.ky

Copy via email:

E-mail: e.keller@wgto.co

Each Party shall provide three (3) Business Days prior notice to the other Party of any change in address or e-mail address.

This Agreement may be amended, superseded, cancelled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by authorized representatives of the Parties or, in the case of a waiver, by an authorized representative of the Party waiving a condition or compliance. No such written instrument shall be effective unless it expressly recites that it is intended to amend, supersede, cancel, renew or extend this Agreement or to waive a condition or compliance with one or more of the terms hereof, as the case may be.

No delay on the part of either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of either Party of any such right, power or privilege, or any single or partial exercise of any such right, power or privilege, preclude any further exercise thereof or the exercise of any other such right, power or privilege.

The rights and remedies herein provided are cumulative and not exclusive of any rights, powers and remedies provided by law. Any claim of either Party based upon, arising out of or otherwise in respect of any inaccuracy in or breach of any representation, warranty, covenant or agreement contained in this Agreement, shall in no way be limited by the fact that the act, omission, occurrence or other facts upon which any claim of any such inaccuracy or breach is based may also be the subject matter of any other representation, warranty, covenant or agreement contained in this Agreement (or in any other agreement between the Parties) as to which there is no inaccuracy or breach.

This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. This Agreement is not assignable except by operation of law, provided that the Investor may assign all or any of its rights under this Agreement to one or more of its Affiliates, it being understood that if the Investor makes such an assignment, it shall nonetheless remain liable for the performance of its obligations pursuant to this Agreement.

All Clause titles or captions contained in this Agreement are for convenience only, shall not be deemed a part of this Agreement and shall not affect the meaning or interpretation of this Agreement. All references herein to Clauses shall be deemed references to such parts of this Agreement, unless the context shall otherwise require.

This Agreement is entered into in the English language, which shall be the definitive version. Any translations are for the convenience of the Parties and shall not have any force or effect. The Parties expressly agree that should any discrepancies arise, in connection with the interpretation of this Agreement, the English version shall prevail.

1. ‌Each Party shall pay its own costs and expenses, incurred in relation to the negotiation, preparation, signing and carrying into effect of this Agreement, provided that the Issuer shall pay the legal fees of the Investor up to thirty thousand US Dollars (USD 30,000) (plus any applicable Taxes). Such amount is to be paid in addition to the twenty thousand US Dollars (USD 20,000) paid directly to the Investor's legal counsel prior to the date of this Agreement to cover the Investor's legal costs (accordingly, the total legal cost coverage by the Issuer shall be fifty thousand US Dollars (USD 50,000). The Issuer shall pay the remaining balance of the legal fees due to the Investor in the amount of thirty thousand US Dollars (USD 30,000) to the Investor Bank Account on the Issuance Date.

2. The Parties expressly agree that the registration cost and the balance of the legal fees shall be payable by the Issuer as and when directed by the Investor at its sole discretion.

3. All direct costs, taxes and fees that the issuance of the Shares and the Debentures could trigger shall be borne by the Issuer.

4. The Investor waives any maintenance fees.

The Debentures Indenture constitutes an integral part of this Agreement. In the event of any conflict or discrepancy between the provisions of the Debentures Indenture and this Agreement, the provisions of this Agreement shall prevail and govern. For the avoidance of doubt, in relation to any act or omission that constitutes both a breach of this Agreement and a breach under the Debentures Indenture (as defined therein), the breaching Party shall not be subject to duplicative fines, interest or penalties arising from the same breach. Accordingly, any fines, interest or penalties payable under this Agreement shall be reduced by any amounts of the same nature payable under the Debentures Indenture in connection with the same breach, so as to avoid double recovery.

This Agreement shall be governed by, and interpreted in accordance with, the laws of Brazil.

1. ‌Any dispute arising out of, in connection with or relating to this Agreement, including any dispute relating to the respective breach, existence, validity, enforceability or termination ("Dispute"), shall be finally settled under the Rules of Arbitration of the Market Arbitration Chamber (Câmara de Arbitragem do Mercado) in effect at the time of the request for arbitration ("Rules of Arbitration").

2. The arbitral tribunal shall be composed of three (3) arbitrators, who shall be appointed in accordance with the Rules of Arbitration.

3. The language of the arbitration shall be English, but supporting documents may be submitted in English or Portuguese without translation.

4. The seat of the arbitration shall be the City of São Paulo, State of São Paulo, Brazil, where the arbitral award shall be rendered.

5. In accordance with Article 38(4) of the Rules of Arbitration, the arbitral tribunal shall fix the costs of the arbitration in the final award and shall decide which of the parties shall bear them or in what proportion they shall be borne by the parties. In making such allocation, the arbitral tribunal shall consider the relative success of the parties on their claims, counterclaims, and defenses. The Arbitral Tribunal shall not have the power to order payment of "honorários de sucumbência".

6. The existence and the contents of the arbitration shall be confidential. The Parties agree to keep confidential the existence of the Dispute, of the arbitration procedure, of the allegations of the parties and the arbitral tribunal's awards and decisions, if the information is not of public domain, and except as otherwise required by applicable law.

7. The State Courts of the District of São Paulo, State of São Paulo, Brazil, shall have exclusive jurisdiction to hear and decide on provisional and/or conservatory reliefs, including pre-arbitral attachments or preliminary injunctions and any other judicial remedies provided for in Brazilian law, or on the enforcement or specific proceedings, with express waiver of any other, no matter how privileged it may be. Any such measures taken by the Parties towards competent judicial authority shall not be deemed to be an infringement or a waiver of this arbitration agreement.

8. In case there are parallel arbitrations under this Agreement and any other documents involving the Parties, these arbitrations may be consolidated into a single arbitration, while the arbitrations shall be consolidated into the arbitration that commenced first, the seat of the consolidated arbitration shall be the seat of the arbitration that commenced first, and the arbitrators in the consolidated arbitration shall be those confirmed or appointed in the arbitration that commenced first, if any.

9. All Disputes arising out of this Agreement shall be judged exclusively in accordance with the laws of the Federative Republic of Brazil.

The execution and consummation of this Agreement must be disclosed by the Issuer in the manner and within the deadlines provided by applicable law, and the level of detail required by the CVM in similar transactions must be observed. Thus, except for the information related to this Agreement that must be disclosed by the Issuer, as required by law, which shall not be considered as confidential information, all other information related to this Agreement and the obligations arising therefrom are strictly confidential, whether written or electronic, even if there is no warning at the time regarding the confidentiality of such information.

This Agreement represents the full agreement of the Parties. It is a substitute for and replaces all agreements and negotiations, oral or written, past and present dealing and agreements with respect to the matters discussed herein.

1. Other than as set out in Clauses 10.12.2 through 10.12.4, this Agreement may only be terminated upon the written agreement of the Parties.

2. ‌The Investor may unilaterally terminate this Agreement by way of written notice to the Issuer in accordance with Clause 8 upon the occurrence of an Event of Default.

3. The Investor may unilaterally terminate this Agreement by way of written notice to the Issuer in the event that the Issuance Date has not occurred on or prior to the date which falls sixty

   (60) calendar days following the date the Board of Directors approved the issuance of the Debentures.

4. ‌The Issuer may terminate this Agreement at any time following the exercise of both of the Investor Calls by the Investor provided that all the Debentures issued under this Agreement have been either been converted into Shares or redeemed by the Issuer, in each case in accordance with the terms of this Agreement (i.e., no Debentures remain outstanding which have been issued pursuant to this Agreement).

5. In the event of termination of this Agreement and/or the early maturity of the Debentures, the Issuer shall not make any new Capital Calls under the Debentures Indenture.

6. In the event of termination of this Agreement, the Issuer must redeem the Debentures, in accordance with the Debentures Indentures, in this case the Issuer shall pay to each Debenture holder the Redemption Price of the Debentures which have been Funded and which remain outstanding, in accordance with Paragraph 8.5 of Schedule 1.

7. In the event of an early maturity of the Debentures in accordance with the provisions of the Debentures Indenture, the Issuer must comply with the terms and conditions set forth in this Agreement and redeem the Debentures in accordance with Clause 8.1.

8. Notwithstanding anything to the contrary in this Agreement, Clauses 5.1.5, 7, and 9 through 10 shall survive any termination of this Agreement.