Document

EX-4.9 5 a49-englishtranslationof14.htm EX-4.9 Document


EXHIBIT 4.9
Agreement No. ADT:00118/22

REDACTED COPY

Certain identified confidential information has been redacted from this exhibit because both (i) it is customarily and actually treated as private or confidential and (ii) it is not material.

Confidential portions of this Exhibit are designated by [*****].


14TH AMENDMENT TO THE EQUIPMENT SUPPLY AGREEMENT Entered into on June 26, 2014.

NET+PHONE TELECOMUNICAÇÕES LTDA., limited liability company, headquartered at Avenida Caminho do Mar, No. 3.115, Bloco C, Pavimento Superior, Parte A, City of São Bernardo do Campo, State of São Paulo, enrolled with the National Corporate Taxpayers’ Registry of the Ministry of Finance (“CNPJ/MF”) under No. [*****], herein represented pursuant to its Bylaws, hereinafter referred to as “CLIENT 1”;

PAGSEGURO INTERNET INSTITUIÇÃO DE PAGAMENTO S.A., corporation, headquartered at Avenida Brigadeiro Faria Lima, 1384, 4th floor, Parte A, City of São Paulo, State of São Paulo, enrolled with CNPJ/MF under No. [*****], herein represented pursuant to its Bylaws, hereinafter simply referred to as “CLIENT 2”, and jointly with CLIENT 1, as “CLIENTS”;

TRANSIRE COMÉRCIO E SERVIÇOS DE EQUIPAMENTOS LTDA. limited liability company, headquartered at Rua Santa Mônica, No. 281, Bloco A, City of Cotia, State of São Paulo, Postal Code 06.715-865, enrolled with CNPJ/MF under No. [*****], herein represented pursuant to its Articles of Incorporation, hereinafter simply referred to as “TRANSIRE SERVIÇOS”; and

TEC TOY S.A., corporation, headquartered at Avenida Buriti, 3.149, Distrito Industrial I, City of Manaus, State of Amazonas, Postal Code 69075-000, enrolled with CNPJ/MF under No. [*****], with branches (i) at Rua Santa Mônica, 281, Bloco D, Parque Industrial San Jose, City of Cotia, State of São Paulo, Postal Code 06715-865, enrolled with CNPJ/MF under No. [*****], and (ii) at Avenida Ministro Mario Andreazza, nº 4.120, Galpão A, Distrito Industrial I, city of Manaus, State of Amazonas, Postal Code 06975-830, enrolled with CNPJ/MF under No. [*****], herein represented pursuant to its Articles of Incorporation, hereinafter simply referred to as “TEC TOY”.

VICTUM SERVIÇOS S.A., private corporation, headquartered at Rua Santa Mônica, No. 281, Bloco E, Parque Industrial San José, City of Cotia, State of São Paulo, Postal Code 06.715-865, enrolled with CNPJ/MF under No. [*****], herein represented pursuant to its Articles of Incorporation, hereinafter simply referred to as “VICTUM”.

TRANSIRE SERVIÇOS, TECTOY and VICTUM are jointly referred to as SERVICE PROVIDERS or SUPPLIERS.

CLIENT 1, CLIENT 2, TRANSIRE SERVIÇOS, TEC TOY and VICTUM are hereinafter individually referred to as “Party” and jointly as “Parties”.

WHEREAS:

(i)The Parties executed the Equipment Supply Agreement (“Agreement”) as of June 26, 2014, with subsequent amendments on October 21, 2014, July 3, 2015, October 8, 2015, May 20, 2016, December 9, 2016, February 6, 2017, August 25, 2017; November 5, 2019; October 1, 2020; July 20, 2021; March 18, 2022; May 16, 2022; and May 23, 2022;

(ii)The Parties wish to adjust the warranty period associated to the batteries of Equipment sold by the SUPPLIERS; and

(iii)The Parties hereby agree to include additional obligations to the SUPPLIERS concerning the Equipment discontinuance.



Agreement No. ADT:00118/22

The Parties have decided to enter into this 14th Amendment to the Equipment Supply Agreement (“Amendment”), pursuant to the following terms and conditions:

1. AMENDMENTS

1.1. The Parties agree to change the warranty period offered by the SUPPLIERS in relation to the batteries of the Equipment sold by the SUPPLIERS, which becomes effective according to the following terms:

1.1.1. For all Equipment Models, the battery’s warranty shall be of [*****], from the battery’s manufacture date, noting that said date/information is displayed in the battery, except in cases where misuse is identified, upon expert’s report evidence.

1.1.2. For S920 equipment purchased by the CLIENTS with Hallei battery, the PARTIES agree that once the Equipment is sent to the Repair Center, it may not be returned with that type of battery, and the SUPPLIERS shall choose the battery brand to be used as replacement.

1.2. The Parties agree that the new terms established above shall be effective and applicable to all Equipment sold by the SUPPLIERS as of January 1st, 2022, and the SUPPLIERS are prohibited from delivering new equipment with rechargeable batteries manufactured over [*****] prior.

1.2.1. For Equipment sold before January 1st, 2022, the Parties agree that the warranty period of the batteries shall begin as of the date of manufacture printed in the battery, subject to the terms established in sections 1.1.1 and 1.1.2 above.

1.3. The Parties agree that new Equipment purchased by the CLIENTS must not include batteries with manufacture date prior to [*****].

1.4. In conclusion, the Parties agree to include section 3.2 and its sub-sections 3.2.1 and 3.2.2, referring to the additional obligations of the SUPPLIERS in relation to the discontinuance of Equipment, which shall be effective with the following wording:

“3.2. Throughout the effectiveness hereof, the SUPPLIERS shall ensure the continuity of manufacturing and provision of the EQUIPMENT models subject matter of the supply herein contracted to the CLIENTS, without any changes to its characteristics and/or characteristics of any of its internal parts, such as modem, antenna, display, battery, processors and memories, among other items.

3.2.1. The discontinuance of the manufacturing and/or the provision of any EQUIPMENT model, whose provision is contracted herein, as well as the change to any of its characteristics and/or internal parts, shall be subject to prior notice sent to the CLIENTS at least [*****] in advance, and in that circumstance the SUPPLIER undertakes:

(i)to fully bear (a) [*****]to (b) [*****];

(i.i) [*****].

(ii)to keep and provide the CLIENTS with incremental inventory of EQUIPMENT of the discontinued model or whose characteristics and/or internal parts are changed, ensuring the continuity of provision of said EQUIPMENT to the CLIENTS for at least [*****] days and until the new model is made available for delivery, with all certification mentioned above and in compliance with all other conditions provided herein.

(iii)[*****].”



Agreement No. ADT:00118/22

2. RETROACTIVITY

2.1. This Amendment Instrument is executed on the date hereof, however, its effects shall relate back to the date of January 1, 2022, when the Parties had oral understandings concerning its purpose.

3. RATIFICATION

3.1. The Parties ratify all other terms and conditions of the Agreement, making it clear that the terms and clauses that have not been expressly changed by this Instrument shall remain unchanged and fully effective.

In witness whereof, the Parties execute this instrument in the electronic form, and such Parties, together with their Witnesses, acknowledge that electronic, digital, and computerized signatures are valid and fully effective, constituting instrument enforceable out-of-court for all legal purposes, even if it such signatures or certifications are not under ICP-Brazil standards, pursuant to the provisions in paragraphs of Article 10 of the Provisional Presidential Decree No. 2,200/2001 in force in Brazil.

Therefore, this Agreement, as well as the Proposals, their exhibits and amendments may be executed through such means.

São Paulo, September 27, 2022.


NET+PHONE TELECOMUNICAÇÕES LTDA.						PAGSEGURO INTERNET INSTITUIÇÃO DE PAGAMENTO S.A.
TRANSIRE COMÉRCIO E SERVIÇOS DE EQUIPAMENTOS LTDA.						TEC TOY S.A.
VICTUM SERVIÇOS S.A.

Witnesses:

Name:

CPF:



Completion Certificate
Envelope ID: A047F23D417A4B6CA64921A81AA47698		Status:
Completed Subject: Complete with DocuSign: PAX - ADT118.22 - 14º Aditamento (ant. 12) (Prazo de Garantia de Bateri...
Source Envelope:
Document Pages: 4	Signatures: 13	Envelope Sent by:
Certificate Pages: 11	Initials: 4	Karini Nunes da Silva
AutoNav: Enabled		Av. Brigadeiro Faria Lima, 1.384
Enveloped Stamping (ID Stamping): Enabled		SP, 01452-002
Time Zone: (UTC-08:00) Pacific Time (US & Canada)		[*****] IP Address
		[*****]
Record Tracking
Status: Original	Holder: Karini Nunes da Silva	Location: DocuSign
9/29/2022 6:53:26	[*****]
AM
Signer Events	Signature	Timestamp
Paulo Rodrigo Dantas de Carvalho Dias		Sent: 9/29/2022 7:12:31 AM
[*****]		Viewed: 9/29/2022 7:27:11 AM
LAWYER UNIVERSO		Signed: 9/29/2022 7:27:39 AM
ONLINE SA
Security Level: E-mail, Account Authentication	Signature adoption: Signature image loaded
(None)	Using IP Address: [*****]

Electronic Record and Signature Disclosure:
Not offered via DocuSign

Cleber Reynaldo de Camargo		Sent: 9/29/2022 7:27:45 AM
[*****]		Resent 9/29/2022 8:01:24 AM
Security Level: E-mail, Account Authentication		Viewed: 9/29/2022 8:03:29 AM
(None)	Signature adoption: Pre-selected Style IP	Signed: 9/29/2022 8:03:36 AM
	Address: [*****]
Electronic Record and Signature Disclosure:
Accepted: 11/11/2020 10:51:59 AM
ID: 1238f001-ee66-4f53-a6d9-2433419d9dc3

Karini Nunes da Silva		Sent: 9/29/2022 7:27:45 AM
[*****] Paralegal		Viewed: 9/29/2022 7:29:16 AM
UNIVERSO ONLINE SA		Signed: 9/29/2022 7:29:26 AM
Security Level: E-mail, Account Authentication	Signature adoption: Pre-selected Style IP
(None)	Address: [*****]

Electronic Record and Signature Disclosure:
Not offered via DocuSign


Signer Events	Signature	Timestamp
Igor Nunes Dourado de Carvalho		Sent: 9/29/2022 8:03:44 AM
[*****] Lawyer		Resent 9/29/2022 8:04:13 AM
Security Level: E-mail, Account Authentication		Resent 9/29/2022 8:04:16 AM
(None)	Signature established by: Pre-set style	Resent 9/29/2022 5:36:03 PM
	Using IP Address: [*****]	Viewed: 9/30/2022 4:01:16 AM
		Signed: 9/30/2022 4:09:43 AM
Electronic Record and Signature Disclosure:
Accepted: 8/31/2020 6:19:19 AM
ID: 31033af2-987e-47f9-adc5-9f0d2dfa7176

Valdeni Rodrigues de Novaes		Sent: 9/30/2022 4:09:49 AM
[*****] CEO		Viewed: 9/30/2022 6:07:44 AM
Security Level: E-mail, Account Authentication		Signed: 9/30/2022 6:08:03 AM
(None)	Signature established by: Pre-set style
	Using IP Address: [*****]

Electronic Record and Signature Disclosure:
Accepted: 9/30/2022 6:07:44 AM
ID: 6876d022-ca41-40f4-bc3c-3b5b63d43312

Pedro Luis Amaral Pedroso		Sent: 9/30/2022 6:08:10 AM
[*****]		Resent 9/30/2022 7:01:02 AM
Security Level: E-mail, Account Authentication		Resent 9/30/2022 11:09:57 AM
(None)	Signature adoption: Pre-selected Style IP	Viewed: 9/30/2022 11:10:56 AM
	Address: [*****]	Signed: 9/30/2022 11:11:20 AM

Electronic Record and Signature Disclosure:
Accepted: 9/30/2022 9:34:29 AM
ID: 56362e5a-2734-433c-894f-b22f5684b8f5


Signer Events	Signature	Timestamp
Tiago Cabral		Sent: 9/30/2022 11:11:28 AM
[*****]		Resent 9/30/2022 11:18:46 AM
Commercial Services		Resent 9/30/2022 11:22:36 AM
Officer		Resent 9/30/2022 11:45:16 AM
Security Level: E-mail, Account Authentication		Resent 9/30/2022 3:20:36 PM
(None)	Signature established by: Pre-set style	Resent 10/3/2022 12:54:55 PM
	Using IP Address: [*****]	Resent 10/4/2022 11:19:55 AM
		Resent 10/4/2022 3:38:42 PM
Electronic Record and Signature Disclosure:		Resent 10/4/2022 3:42:38 PM
Accepted: 8/14/2020 10:54:21 AM		Resent 10/6/2022 8:08:25 AM
ID: 338646ed-b76b-4afa-9d52-db37c34f2730		Resent 10/6/2022 12:07:24 PM
		Resent 10/7/2022 11:16:53 AM
		Resent 10/10/2022 7:46:02 AM
		Resent 10/10/2022 8:37:44 AM
		Resent 10/10/2022 10:04:51 AM
		Resent 10/10/2022 10:58:51 AM
		Resent 10/10/2022 11:37:02 AM
		Resent 10/11/2022 11:30:45 AM
		Resent 10/11/2022 11:41:46 AM
		Resent 10/13/2022 3:11:26 AM
		Resent 10/13/2022 4:17:18 PM
		Resent 10/14/2022 8:09:52 AM
		Resent 10/14/2022 2:00:05 PM
		Resent 10/17/2022 8:18:16 AM
		Resent 10/17/2022 12:09:41 PM
		Resent 10/17/2022 3:47:51 PM
		Resent 10/18/2022 2:50:23 AM
		Resent 10/19/2022 2:20:09 PM
		Resent 10/19/2022 3:19:13 PM
		Resent 10/20/2022 11:35:15 AM
		Viewed: 10/21/2022 6:55:18 AM
		Signed: 10/21/2022 6:55:27 AM

Flávio Gonçalves [*****]		Sent: 10/21/2022 6:55:33 AM
Security Level: E-mail, Account Authentication		Resent 10/21/2022 2:01:43 PM
(None)		Viewed: 10/21/2022 4:39:42 PM
	Signature adoption: Pre-selected Style IP	Signed: 10/21/2022 4:40:01 PM
	Address: [*****]

Electronic Record and Signature Disclosure:
Accepted: 10/21/2022 4:39:42 PM
ID: b12ef038-2d6b-4a42-9e92-d1d877cd542e


Signer Events	Signature	Timestamp
Artur Gaulke Schunck		Sent: 10/21/2022 4:40:09 PM
[*****] Chief Financial		Resent 10/21/2022 5:09:50 PM
Officer		Viewed: 10/23/2022 2:49:09 PM
Security Level: E-mail, Account Authentication		Signed: 10/23/2022 2:49:23 PM
(None)	Signature established by: Pre-set style
	Using IP Address:
	[*****]Signed using cellphone
Electronic Record and Signature Disclosure:
Accepted: 5/1/2021 3:19:10 AM
ID: fa0c9073-addf-4780-b419-41a5b944e0e2

Leandro Roberto Rodrigues		Sent: 10/21/2022 4:40:09 PM
[*****] Treasury Officer		Viewed: 10/21/2022 5:01:03 PM
Security Level: E-mail, Account Authentication		Signed: 10/21/2022 5:01:31 PM
(None)	Signature established by: Pre-set style
	Using IP Address: [*****]Signed
	using cellphone
Electronic Record and Signature Disclosure:
Accepted: 10/21/2022 5:01:03 PM
ID: 3ef9696b-6300-418d-91f8-38768058d5d9

In Person Signer Events	Signature	Timestamp

Editor Delivery Events	Status	Timestamp

Agent Delivery Events	Status	Timestamp

Intermediary Delivery Events	Status	Timestamp

Certified Delivery Events	Status	Timestamp

Carbon Copy Events	Status	Timestamp
Carlos Ficher	Copied	Sent: 10/23/2022 2:49:33 PM
[*****]
Security Level: E-mail, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 9/20/2022 5:30:21 AM
ID: 57c9c5ca-fc86-433e-9cd5-2f6480a2cd7d

Everton Rodrigues Dantas	Copied	Sent: 10/23/2022 2:49:33 PM
[*****]
Security Level: E-mail, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not offered via DocuSign


Carbon Copy Events	Status	Timestamp
Renata da Silva [*****]	Copied	Sent: 10/23/2022 2:49:33 PM
Procurement Manager UOL -
UNIVERSO ONLINE S/A
Security Level: E-mail, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 8/7/2020 10:03:51 AM
ID: 5b66d5ae-f8db-4625-b318-8f0f0f287575

Witness Events	Signature	Timestamp

Notary Events	Signature	Timestamp

Envelope Summary Events	Status	Timestamp
Envelope sent	Hashed/Encrypted	9/29/2022 7:12:31 AM
Certified delivery	Security checked	10/21/2022 5:01:03 PM
Signing complete	Security checked	10/21/2022 5:01:31 PM
Completed	Security checked	10/23/2022 2:49:33 PM

Payment Events	Status	Timestamp
Electronic Record and Signature Disclosure

Electronic Record and Signature Disclosure created on: 2/7/2018 5:43:37 AM
Parties agreed to: Cleber Reynaldo de Camargo, Igor Nunes Dourado de Carvalho, Valdeni Rodrigues de Novaes, Pedro Luis Amaral Pedroso, Tiago Cabral, Flá

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Electronic Record and Signature Disclosure created on: 12/27/2017 6:27:37 AM
Parties agreed to: Leandro Roberto Rodrigues

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Electronic Record and Signature Disclosure

Getting paper copies

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All notices and disclosures will be sent to you electronically

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