SC 13D

Number of

shares

beneficially

owned by

each

reporting

person

with:

Sole Voting Power

0

Shared Voting Power

2,297,332

Sole Dispositive Power

0

Shared Dispositive Power

2,297,332

0001193125-23-010244.txt : 20230118 0001193125-23-010244.hdr.sgml : 20230118 20230118163102 ACCESSION NUMBER: 0001193125-23-010244 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20230118 DATE AS OF CHANGE: 20230118 GROUP MEMBERS: CRESCERA GROWTH CAPITAL MASTER V FUNDO DE INVESTIMENTO EM PARTICIPACOES - MULTIESTRATEGIA GROUP MEMBERS: CRESCERA GROWTH CAPITAL V CO-INVESTIMENTO III FUNDO DE INVESTIMENTO EM PARTICIPACOES - MULTIESTRATEGIA GROUP MEMBERS: CRESCERA INVESTIMENTOS LTDA. GROUP MEMBERS: CRESCERA PARTNERS S.A. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Vitru Ltd CENTRAL INDEX KEY: 0001805012 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-91698 FILM NUMBER: 23534804 BUSINESS ADDRESS: STREET 1: RODOVIA JOSE CARLOS DAUX, 5500, JURERE A STREET 2: 2ND FL, SACO GRANDE, FLORIANOPOLIS CITY: STATE OF SANTA CATARINA STATE: D5 ZIP: 88032-005 BUSINESS PHONE: 55 (47) 3281-9500 MAIL ADDRESS: STREET 1: RODOVIA JOSE CARLOS DAUX, 5500, JURERE A STREET 2: 2ND FL, SACO GRANDE, FLORIANOPOLIS CITY: STATE OF SANTA CATARINA STATE: D5 ZIP: 88032-005 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CRESCERA ASSET MANAGEMENT LTDA CENTRAL INDEX KEY: 0001961470 IRS NUMBER: 000000000 STATE OF INCORPORATION: D5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: RUA ANIBAL DE MENDONCA, NO. 27, 20TH FL CITY: RIO DE JANEIRO STATE: D5 ZIP: 22410-050 BUSINESS PHONE: 55-21-3687-1500 MAIL ADDRESS: STREET 1: RUA ANIBAL DE MENDONCA, NO. 27, 20TH FL CITY: RIO DE JANEIRO STATE: D5 ZIP: 22410-050 SC 13D 1 d429161dsc13d.htm SC 13D SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

Vitru Limited

(Name of Issuer)

Common shares, $0.00005 par value per share

(Title of Class of Securities)

G9440D103

(CUSIP Number)

Felipe Samuel Argalji

c/o Crescera Asset Management Ltda.

Rua Aníbal de Mendonça, No. 27, 2º floor,

Ipanema, cidade e Estado do

Rio de Janeiro, Brazil

+55 21 3687-1500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

With copies to:

Grenfel S. Calheiros and Paulo Fernando Cardoso

Simpson Thacher & Bartlett LLP

Av. Presidente Juscelino Kubitschek, 1455

12th Floor, Suite 121

São Paulo, SP 04543-011

Brazil

+55-11-3546-1000

November 10, 2022

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

CUSIP NO. G9440D103


1.		Names of Reporting Persons. Crescera Growth Capital Master V Fundo de Investimento em Participações - Multiestratégia
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Brazil

CUSIP NO. G9440D103


1.		Names of Reporting Persons. Crescera Growth Capital V Co-Investimento III Fundo de Investimento em Participações - Multiestratégia
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Brazil

CUSIP NO. G9440D103


1.		Names of Reporting Persons. Crescera Asset Management Ltda.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Brazil

CUSIP NO. G9440D103


1.		Names of Reporting Persons. Crescera Investimentos Ltda.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Brazil

CUSIP NO. G9440D103


1.		Names of Reporting Persons. Crescera Partners S.A.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Brazil

Item 1. Security and Issuer

This statement of beneficial ownership on Schedule 13D (the “Schedule 13D”) relates to the common shares, $0.00005 par value per share (“Common Shares”) of Vitru Limited, a Cayman Islands entity (the “Issuer”). The principal offices of the Issuer are located at Rodovia José Carlos Daux, 5500, Torre Jurerê A, 2nd floor, Saco Grande, Florianópolis, State of Santa Catarina, 88032-005, Brazil.

Item 2. Identity and Background

(a) and (b) This Schedule 13D is being filed jointly by the following hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

Crescera Growth Capital Master V Fundo de Investimento

em Participações—Multiestratégia (“Crescera Master Fund”)

Rua Iguatemi, No. 151, 19^th Floor

São Paulo, Brazil

Citizenship: Brazil

ii.

Crescera Growth Capital V Co-Investimento III Fundo de Investimento

em Participações—Multiestratégia (“Crescera Co-Investment Fund”)

Rua Iguatemi, No. 151, 19^th Floor

São Paulo, Brazil

Citizenship: Brazil

iii.

Crescera Asset Management Ltda.

Rua Aníbal de Mendonça, No. 27, 2º floor

Ipanema, cidade e Estado do Rio de Janeiro, Brazil

Citizenship: Brazil

iv.

Crescera Investimentos Ltda.

Rua Aníbal de Mendonça, No. 27, 2º floor

Ipanema, cidade e Estado do Rio de Janeiro, Brazil

Citizenship: Brazil

Crescera Partners S.A.

Rua Aníbal de Mendonça, No. 27, 2º floor

Ipanema, cidade e Estado do Rio de Janeiro, Brazil

Citizenship: Brazil

Information regarding each director and executive officer of, Crescera Asset Management Ltda., Crescera Investimentos Ltda. and Crescera Partners S.A. is set forth on Schedule I hereto.

(c) Crescera Partners S.A. is the holding company and controlling shareholder of Crescera Group, owning 100% of Crescera Investimentos Ltda. In turn, Crescera Investimentos Ltda., another holding company, owns more than 99% of Crescera Asset Management Ltda., a private equity investment firm regulated by CVM (the Brazilian SEC) that acts as the investment manager of Crescera Master Fund and Crescera Co-Investment Fund (collectively the “Funds”).

The principal business of the Funds is making investments in financial instruments. The principal business of Crescera Asset Management Ltda. is performing the functions of and serving as the investment manager to the Funds. The principal business of Crescera Investimentos Ltda. is performing the functions of and serving as the controlling shareholder of Crescera Asset Management Ltda.

(d) During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons set forth on Schedule I attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons set forth on Schedule I attached hereto, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) See Item 2(a)-(b) above for citizenship or place of organization, as applicable, of each of the Reporting Persons.

The Reporting Persons have entered into an agreement of joint filing, a copy of which is attached hereto as Exhibit A.

Item 3. Source and Amount of Funds or Other Consideration

On November 10, 2022, the Funds purchased an aggregate of 3,636,363 Common Shares pursuant to an investment agreement (as amended, restated, supplemented or otherwise modified in accordance with the terms thereof, the “Investment Agreement”) entered into on September 27, 2022 between the Issuer and the Funds for an aggregate purchase price of approximately $58.3 million or $16.02 per share. On December 5, 2022, the Funds purchased an additional 215,903 Common Shares for an aggregate purchase price of approximately $3,458,766 or $16.02 per share.

The source of funds used for the purchases described herein were from general funds available to the Funds, including capital contributions from their respective investors.

Item 4. Purpose of Transaction

The information in Items 3 and 4 of this Schedule 13D is incorporated herein by reference.

All of the securities reported herein were acquired for investment purposes. The Reporting Persons intend to review on a continuing basis their investment in the Issuer. Based on such review, market conditions and other factors (including evaluation of the Issuer’s businesses and prospects, availability of funds, alternative uses of funds and general economic conditions), the Reporting Persons may, from time to time, acquire additional securities of the Issuer or dispose of all or a portion of their investment in the Issuer or formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of the Issuer’s business, financial condition and operating results, general market and industry conditions or other factors.

Pursuant to the Investment Agreement described in Item 6 below, the Funds were given the right to appoint two (2) members of the Issuer’s Board of Directors (the “Board”). On November 16, 2022, Mr. Daniel Arthur Borghi, Co-CEO and member of the executive committee of Crescera Group and Mr. Felipe Samuel Argalji, Director and member of the executive committee of Crescera Group were appointed to the Board and, in such capacity, may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

In their capacity as significant stockholders of the Issuer, the Reporting Persons may take an active role in working with the Issuer’s management and the board of directors on operational, financial and strategic initiatives and may engage in communications with one or more other stockholders or other securityholders of the Issuer as well. Each of the Reporting Persons, in its capacity as a shareholder of the Issuer, may discuss ideas that, if effected, may relate to or result in any of the matters listed in Items 4(a)-(j) of Schedule 13D.

Except as set forth herein, the Reporting Persons do not have any plan or proposal that would relate to, or result in, any of the matters set forth under subsections (a) through (j) of Item 4 of Schedule 13D. However, each of the Reporting Persons reserves the right to propose or participate in future transactions which may result in one or more of such actions. The Reporting Persons also retain the right to change their investment intent at any time, to acquire additional Common Shares or other securities of the Issuer from time to time, or to sell or otherwise dispose of all or part of the Common Shares beneficially owned by them in any manner permitted by law and their respective By-Laws.

Item 5. Interest in Securities of the Issuer

The information set forth in Items 2, 3 and 4 of this Schedule 13D and the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5.

(a), (b) As of the date hereof, Reporting Persons may be deemed to beneficially own an aggregate of 3,852,266 Common Shares as follows: Crescera Master Fund directly holds 2,297,332 Common Shares and Crescera Co-Investment Fund directly holds 1,554,934 Common Shares representing an aggregate of approximately 11.5% of the Common Shares of the Issuer, based upon 33,471,310 Common Shares outstanding as disclosed in the Form 6-K filed by the Issuer with the Securities and Exchange Commission on November 18, 2022.

The aggregate number and percentage of Common Shares beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.

Crescera Asset Management Ltda. is the investment manager of the Funds, and, as such, in accordance with Brazilian regulation, has the power to manage such securities and make decisions regarding the securities held by Crescera Master Fund and Crescera Co-Investment Fund, in observance of the Funds’ By-Laws. Crescera Investimentos Ltda. is the controlling shareholder of Crescera Asset Management Ltda. Crescera Partners S.A. is the sole shareholder of Crescera Investimentos Ltda. None of the foregoing should be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of securities owned by another Reporting Person. The shareholders of Crescera Partners S.A. and investment committee members of the Reporting Persons disclaim beneficial ownership of all shares that may be deemed beneficially owned by the Reporting Persons for the purposes of Sections 13(d) and 13(g) of the Exchange Act.

(c) Except as described herein, none of the Reporting Persons have effected any transaction with respect to the Common Shares during the past 60 days.

(d) To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer reported as beneficially owned by the Reporting Persons herein.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set forth in Items 3 and 4 of this Schedule 13D is incorporated herein by reference.

On September 27, 2022, the Issuer and the Funds entered into the Investment Agreement, which, in addition to providing the terms and conditions for the sale and purchase of the Issuer’s securities by the Funds, sets forth the following material ongoing provisions:

Lock-Up

During the Lock-Up Period (defined as the period commencing on the execution date of the Investment Agreement and ending on, and including, November 20, 2023), each of the Funds shall not (x) (1) sell, offer, transfer, assign, mortgage, hypothecate, gift, pledge or dispose of, enter into or agree to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment mortgage, hypothecation, gift, encumbrance or similar disposition of (any of the foregoing, a “transfer”), any of the securities of the Issuer or enter into a transaction which would have the same effect, or (2) enter into or engage in any hedge, swap, short sale, derivative transaction or other agreement or arrangement that transfers to any third party, directly or indirectly, in whole or in part, any ownership of, or interests in, the securities of the Issuer, other than in the case of Permitted Transfers. “Permitted Transfers” shall mean any (i) transfer to a Funds’ affiliate that executes and delivers to the Issuer a joinder becoming a Purchaser party to the Investment Agreement, (ii) transfer to the Issuer or any of its subsidiaries, (iii) transfer with the prior written consent of the Issuer or (iv) transfer pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of the Issuer’s share capital involving a change of control of the Issuer that has been approved by the Issuer’s board of directors; provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the common shares shall remain subject to the provisions of the Lock-Up Period; and provided further that “change of control” as used herein, shall mean a change in ownership of not less than 50.1% of all of the voting stock of the Issuer.

Board of Directors Appointment Rights

Pursuant to the terms of the Investment Agreement and pursuant to the amended and restated articles of association (“Amended and Restated Articles of Association”) of the Issuer approved by the Issuer’s extraordinary shareholders’ meeting held on November 16, 2022, the Funds (i) for so long as they collectively hold not less than 15 per cent of the voting common shares in issue, shall be entitled to appoint up to two individuals to act as directors by notice in writing addressed to the Issuer from time to time, (ii) for so long as they collectively hold not less than five per cent and not more than 15 per cent of the voting common shares in issue, shall be entitled to appoint one individual to act as a director by notice in writing addressed to the Issuer from time to time, and (iii) shall be entitled to remove any of the directors appointed by them pursuant to (i) and (ii) at any time by notice in writing addressed to the Issuer.

Notwithstanding the above, until the annual general meeting of the issuer to be held in the calendar year of 2024 (which shall not take place earlier than May 1, 2024) (the “2024 AGM”), and provided that the Funds collectively hold not less than five per cent and not more than 15 per cent of the voting common shares in issue, the Funds shall be entitled to appoint up to two individuals to act as directors by notice in writing addressed to the Issuer from time to time; provided that if the Funds transfer one or more common shares between November 20, 2023 and the date of the 2024 AGM, this provision shall cease to apply.

Accordingly, on November 16, 2022 Mr. Daniel Arthur Borghi and Mr. Felipe Samuel Argalji have been appointed as directors of the Issuer. The directors have been appointed by notice by the Funds pursuant to the Issuer’s amended and articles of association, adopted by special resolution at the extraordinary general meeting of shareholders of Vitru held on November 16, 2022.

Registration Rights Agreement

On November 10, 2022, the Issuer entered into an Amended and Restated Registration Rights Agreement (the “Amended and Restated Registration Rights Agreement”) with the Funds, Mundi Holdings I, L.L.C., Mundi Holdings II, L.L.C., Vinci Capital Partners II, J Beta Fundo de Investimento em Participações Multiestratégia, Agresti Investments LLC, Botticelli Investments LLC, Caravaggio Investments LLC and Raffaello Investments LLC and NB Verrocchio LP (collectively the “Holders”). The Amended and Restated Registration Rights Agreement provides the Holders with certain registration rights related to (i) incidental registrations, (ii) registrations on request, (iii) priorities on incidental and on demand registrations, (iv) limitations, cancelations and postponements on demand registrations, (v) short-form registrations, (vi) shelf take-downs, (vii) registration procedures, among others.

The foregoing descriptions of Investment Agreement, Amended and Restated Articles of Association and Amended and Restated Registration Rights Agreement do not purport to be complete and are qualified in their entirety by the full text of such agreements, including specific defined terms, which are attached as Exhibit B, Exhibit C and D to this Schedule 13D and are incorporated herein by reference.

Except as set forth herein, the Reporting Persons do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Item 7. Material to Be Filed as Exhibits

A.	Joint Filing Agreement by and among the Reporting Persons.

B.	Investment Agreement.

C.	Amended and Restated Registration Rights Agreement.

D.	Amended and Restated Articles of Association (incorporated by reference to Exhibit 99.2 of the Issuer’s Form 6-K furnished to the Securities and Exchange Commission on November 17, 2022).

Signatures

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: January 18, 2023


CRESCERA GROWTH CAPITAL MASTER V FUNDO DE INVESTIMENTO EM PARTICIPAÇÕES MULTIESTRATÉGIA

By:		/s/ Felipe Argalji
Name: Felipe Argalji
Title: Director of Crescera Asset Management Ltda.

By:		/s/ Daniel Borghi
Name: Daniel Borghi
Title: Director of Crescera Asset Management Ltda.

CRESCERA GROWTH CAPITAL V CO-INVESTIMENTO III FUNDO DE INVESTIMENTO EM PARTICIPAÇÕES MULTIESTRATÉGIA

By:		/s/ Felipe Argalji
Name: Felipe Argalji
Title: Director of Crescera Asset Management Ltda.

By:		/s/ Daniel Borghi
Name: Daniel Borghi
Title: Director of Crescera Asset Management Ltda.

CRESCERA ASSET MANAGEMENT LTDA.

By:		/s/ Felipe Argalji
Name: Felipe Argalji
Title: Director

By:		/s/ Daniel Borghi
Name: Daniel Borghi
Title: Director


CRESCERA INVESTIMENTOS LTDA.

By:		/s/ Felipe Argalji
Name: Felipe Argalji
Title: Director

By:		/s/ Daniel Borghi
Name: Daniel Borghi
Title: Director

CRESCERA PARTNERS S.A

By:		/s/ Felipe Argalji
Name: Felipe Argalji
Title: Director

By:		/s/ Daniel Borghi
Name: Daniel Borghi
Title: Director

[Schedule 13D Signature Page]

SCHEDULE I

Executive Officers and Directors

CRESCERA PARTNERS S.A. AND CRESCERA INVESTIMENTOS LTDA.:


Directors:
Names:	Business address:	citizenship	Principal occupation or employment:

Daniel Borghi	Rua Aníbal de Mendonça, 27 – 2nd floor, Ipanema, Rio de Janeiro, RJ, Brazil -CEP 22.410-050	Brazilian	Co-CEO of Crescera Capital Group / Director of several companies belonging to Crescera Capital Group.
Felipe Argalji		Brazilian	Director of several companies belonging to Crescera Capital Group.
Jaime Cardoso		Uruguayan	Co-CEO of Crescera Capital Group / Director of several companies belonging to Crescera Capital Group.
Priscila Rodrigues		Brazilian	Director of several companies belonging to Crescera Capital Group.

CRESCERA ASSET MANAGEMENT LTDA.:


Directors:
Names:	Business address:	citizenship	Principal occupation or employment:

Daniel Borghi	Rua Aníbal de Mendonça, 27 – 2nd floor, Ipanema, Rio de Janeiro, RJ, Brazil -CEP 22.410-050	Brazilian	Co-CEO of Crescera Capital Group / Director of several companies belonging to Crescera Capital Group.
Felipe Argalji		Brazilian	Director of several companies belonging to Crescera Capital Group.
Jaime Cardoso		Uruguayan	Co-CEO of Crescera Capital Group / Director of several companies belonging to Crescera Capital Group.
Priscila Rodrigues		Brazilian	Director of several companies belonging to Crescera Capital Group.
Fernando Silva		Brazilian	Director of several companies belonging to Crescera Capital Group.
Laura Guaraná		Brazilian	Director of several companies belonging to Crescera Capital Group.
Natalia Galarti		Brazilian	COO and Head of the Legal & Compliance Department of several companies belonging to Crescera Capital Group.

EX-99.A 2 d429161dex99a.htm EX-99.A EX-99.A

Exhibit A

JOINT FILING AGREEMENT

PURSUANT TO RULE 13D-1(K)(1)

The undersigned acknowledge and agree that the Statement on Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of Common Shares of Vitru Limited is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned that is named as a reporting person in such filing without the necessity of filing an additional joint filing agreement. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This joint filing agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.

Dated: January 18, 2023


CRESCERA GROWTH CAPITAL MASTER V FUNDO DE INVESTIMENTO EM PARTICIPAÇÕES MULTIESTRATÉGIA

By:		/s/ Felipe Argalji
Name:		Felipe Argalji
Title:		Director of Crescera Asset Management Ltda.

By:		/s/ Daniel Borghi
Name:		Daniel Borghi
Title:		Director of Crescera Asset Management Ltda.

CRESCERA GROWTH CAPITAL V CO-INVESTIMENTO III FUNDO DE INVESTIMENTO EM PARTICIPAÇÕES MULTIESTRATÉGIA

By:		/s/ Felipe Argalji
Name:		Felipe Argalji
Title:		Director of Crescera Asset Management Ltda.

By:		/s/ Daniel Borghi
Name:		Daniel Borghi
Title:		Director of Crescera Asset Management Ltda.


CRESCERA ASSET MANAGEMENT LTDA.

By:		/s/ Felipe Argalji
Name:		Felipe Argalji
Title:		Director

By:		/s/ Daniel Borghi
Name:		Daniel Borghi
Title:		Director

CRESCERA INVESTIMENTOS LTDA.

By:		/s/ Felipe Argalji
Name:		Felipe Argalji
Title:		Director

By:		/s/ Daniel Borghi
Name:		Daniel Borghi
Title:		Director

CRESCERA PARTNERS S.A

By:		/s/ Felipe Argalji
Name:		Felipe Argalji
Title:		Director

By:		/s/ Daniel Borghi
Name:		Daniel Borghi
Title:		Director

EX-99.B 3 d429161dex99b.htm EX-99.B EX-99.B

Exhibit 99.B

EXECUTION VERSION

INVESTMENT AGREEMENT

by and among

VITRU LIMITED,

as Company

and

CRESCERA GROWTH CAPITAL MASTER V

FUNDO DE INVESTIMENTO EM PARTICIPAÇÕES MULTIESTRATÉGIA

and

CRESCERA GROWTH CAPITAL V COINVESTIMENTO III FUNDO DE

INVESTIMENTO EM PARTICIPAÇÕES MULTIESTRATÉGIA,

collectively as Purchasers

Dated as of September 27, 2022

TABLE OF CONTENTS


	PAGE
ARTICLE 1
DEFINITIONS

Section 1.01. Definitions		2
Section 1.02. General Interpretive Principles		6
ARTICLE 2
SALE AND PURCHASE OF THE SECURITIES

Section 2.01. Sale and Purchase of the Securities		6
Section 2.02. Closing		7
ARTICLE 3
REPRESENTATIONS AND WARRANTIES

Section 3.01. Representations and Warranties of the Company		9
Section 3.02. Representations and Warranties of Each Purchaser		17
ARTICLE 4
ADDITIONAL AGREEMENTS

Section 4.01. Taking of Necessary Action		20
Section 4.02. Lock-Up Period		20
Section 4.03. Securities Laws		21
Section 4.04. Press Releases; Public Announcements		21
Section 4.05. Antitrust Approval		21
Section 4.06. Board of Directors Appointment Rights		22
Section 4.07. Rights Offering		23
Section 4.08. Registration Rights Agreement		24
Section 4.09. Voting and Support Agreement		24
ARTICLE 5
MISCELLANEOUS

Section 5.01. Survival of Representations and Warranties		24
Section 5.02. Notices		24
Section 5.03. Entire Agreement; Third Party Beneficiaries; Amendment		25
Section 5.04. Counterparts		26
Section 5.05. Successors and Assigns		26
Section 5.06. Governing Law; Jurisdiction; Waiver of Jury Trial		26
Section 5.07. Severability		27
Section 5.08. Specific Performance		27
Section 5.09. Headings		27
Section 5.10. Non-Recourse		28


Section 5.11. Confidentiality			28
Section 5.12. Several Liability of the Purchasers			28
Section 5.13. Expenses			28
Section 5.14. Termination			28

Annex A: Extract of the Amended and Restated Memorandum and Articles of Association

Annex B: Form of Lock-up Agreement to QPA Amendment Signatories

Schedule 1: Purchasers

Schedule 4.02(b): QPA Amendment Signatories

Exhibit A: Form of Joinder

INVESTMENT AGREEMENT

This INVESTMENT AGREEMENT (this “Agreement”), dated as of September 27, 2022, is entered into by and among Vitru Limited, an exempted company incorporated under the laws of the Cayman Islands with limited liability (together with any successor or assign pursuant to Section 5.06, the “Company”), and Crescera Growth Capital Master V Fundo de Investimento em Participações Multiestratégia and Crescera Growth Capital V Coinvestimento III Fundo de Investimento em Participações Multiestratégia (together with their respective successors and assigns under Section 5.06, each, a “Purchaser” and collectively, the “Purchasers”). Capitalized terms not otherwise defined where used shall have the meanings ascribed thereto in Article 1.

WHEREAS, (i) the Company, (ii) Vinci Capital Partners II, J Beta Fundo de Investimento em Participações Multiestratégia, Agresti Investments LLC, Botticelli Investments LLC, Caravaggio Investments LLC and Raffaello Investments LLC (jointly referred to as “Vinci”), (iii) Mundi Holdings I, L.L.C. (“Carlyle”) and Mundi Holdings II, L.L.C. (“SPX”) and (iv) NB Verrocchio LP (“NB”), intend to enter into a Voting and Support Agreement (the “Voting and Support Agreement”), pursuant to which (and subject to the terms set forth therein), the parties thereto will agree to certain undertakings in order to (a) approve the necessary amendments to the Company’s Memorandum & Articles (as defined herein) to contemplate the Purchasers’ rights under this Agreement and (b) enter into the Amended and Restated Registration Rights Agreement (as defined herein);

WHEREAS, each Purchaser desires to purchase from the Company, and the Company desires to issue and sell to such Purchaser, the aggregate principal amount listed opposite such Purchaser’s name on Schedule 1 of the Company’s Common Shares (the “Base Securities”) to be issued in accordance with the terms and conditions of this Agreement;

WHEREAS, the Purchasers may purchase the Additional Securities (as defined herein) (the Base Securities and the Additional Securities collectively, the “Securities”) to be issued in accordance with the terms and conditions of this Agreement;

WHEREAS, the Company intends to use the proceeds from the issuance of the Securities for general corporate purposes and the repayment of existing indebtedness; and

WHEREAS, the Company and each Purchaser desire to set forth certain agreements herein.

NOW, THEREFORE, in consideration of the premises and the representations, warranties and agreements herein contained and intending to be legally bound hereby, the parties hereby agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.01. Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:

“20-F” shall have the meaning set forth in Section 3.01(k).

“2024 AGM” shall have the meaning set forth in Section 4.06(b).

“6-K” means any current report under Form 6-K of the Company filed or furnished with the SEC prior the date hereof and designated as such.

“Additional Securities” shall have the meaning set forth in Section 4.07.

“Affiliate” shall mean, with respect to any specified Person, any other Person who, at the time of determination, directly or indirectly, controls, is controlled by, or is under common control with, such Person. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. For the avoidance of doubt, for purposes of this Agreement, (i) the Company and its subsidiaries, on the one hand, and any Purchaser, on the other, shall not be considered Affiliates of each other and (ii) any fund or account managed, directly or indirectly, by a Purchaser or its Affiliates, shall be considered an Affiliate of such Purchaser.

“Agreement” shall have the meaning set forth in the preamble hereto.

“Amended and Restated Registration Rights Agreement” shall have the meaning set forth in Section 4.08.

“Applicable Law” shall mean, with respect to any Person, any transnational, domestic or foreign federal, national, state, provincial, local or municipal law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, executive order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by, or governmental approval, concession, grant, franchise, license, agreement, directive, or other governmental restriction or any similar form of decision of, or determination by, or any formally issued written interpretation or administration of any of the foregoing by, a Governmental Entity that is binding upon or applicable to such Person or any of such Person’s assets, rights or properties.

“BIS” shall have the meaning set forth in Section 3.01(p).

“Blocked Person” shall have the meaning set forth in Section 3.01(p).

“Board of Directors” shall mean the board of directors of the Company or a committee of such board duly authorized to act on behalf of such board.

“Business Day” shall mean any day, other than a Saturday, Sunday or a day on which banking institutions in the Cayman Islands, The City of New York, New York or Brazil are authorized or obligated by law or executive order to remain closed.

“CADE” means the Brazilian Antitrust Authority, Conselho Administrativo de Defesa Econômica.

“Carlyle” shall have the meaning set forth in the preamble hereto.

“Closing” shall have the meaning set forth in Section 2.02(a).

“Closing Date” shall mean a date occurring on or after the date on which the conditions precedent set forth in Sections 2.02(c) and (d) are satisfied or waived, as the case may be, but on or prior to the End Date, as specified by the Company to the Purchasers in writing not less than three Business Days prior to such date, provided that unless the parties mutually agree otherwise, any such Closing Date shall be on the date of receipt by the Company of the proceeds of the Rights Offering in the context of the Rights Offering.

“Code” shall mean the United States Internal Revenue Code of 1986, as amended.

“Common Shares” shall mean the common shares, par value $0.00005 per share, of the Company.

“Company” shall have the meaning set forth in the preamble hereto.

“Company Reports” shall have the meaning set forth in Section 3.01(r)(i).

“Confidentiality Agreement” shall mean the non-disclosure agreement entered into by the Company, on the one hand, and Crescera Asset Management Ltda., on the other hand, as of June 6, 2022.

“Conversion Date” means the date set for determination of the exchange rate for purposes of Section 2.01(a), being a Business Day determined by the Company in its sole discretion after the date of this Agreement and prior to the commencement of the Rights Offering, and notified to the Purchasers immediately on such date.

“Debentures” means the debentures issued by Vitru Brasil Empreendimentos, Participações e Comércio S.A., a subsidiary of the Company, on May 17, 2022 pursuant to the Debentures Indenture.

“Debentures Indenture” means the “Instrumento Particular de Escritura da 1ª (Primeira) Emissão de Debêntures Simples, Não Conversíveis em Ações, em 2 (Duas) Séries, Para Distribuição Pública, com Esforços Restritos, da Vitru Brasil Empreendimentos, Participações e Comércio S.A.”, entered into on May 17, 2022 by Vitru Brasil Empreendimentos, Participações e Comércio S.A., a subsidiary of the Company, Pentágono S.A. Distribuidora de Títulos e Valores Mobiliários as Fiduciary Agent, and the other parties thereto.

“Director” means a member of the Board of Directors.

“End Date” shall have the meaning set forth in Section 5.14.

“Enforceability Exceptions” shall have the meaning set forth in Section 3.01(d).

“Environmental Laws” shall have the meaning set forth in Section 3.01(u).

“Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as amended.

“Exercise Notification” shall have the meaning set forth in Section 4.07.

“FCPA” shall have the meaning set forth in Section 3.01(m).

“Governmental Entity” shall mean any court, administrative agency or commission or other governmental authority or instrumentality, whether federal, state, local or foreign, and any applicable industry self-regulatory organization.

“IFRS” shall mean International Finance Reporting Standards.

“Intellectual Property” shall have the meaning as set forth in Section 3.01(q).

“Investors” shall have the meaning set forth in Section 4.08.

“Joinder” shall mean, with respect to any Person permitted to sign such document in accordance with the terms hereof, a joinder executed and delivered by such Person, providing such Person to have all the rights and obligations of a Purchaser under this Agreement, in the form and substance substantially as attached hereto as Exhibit A or such other form as may be agreed to by the Company and each Purchaser.

“Law” means, with respect to any Person, any federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person, as amended unless expressly specified otherwise.

“Law 12,529” shall have the meaning set forth in Section 4.05(a).

“Lock-Up Period” shall be the period commencing on the date hereof and ending on, and including, November 20, 2023.

“Material Adverse Effect” shall mean any event, occurrence, fact, circumstance, condition, change or development, individually or together with other events, occurrences, facts, circumstances, conditions, changes or developments, that has had, has, or would reasonably be expected to have a material adverse effect on (a) the business or operations of the Company and its subsidiaries (taken as a whole) as presently conducted, or the condition (financial or otherwise), general affairs, properties, management, liabilities, financial position, shareholders’ equity, assets or results of operations of the Company and its subsidiaries taken as a whole, or (b) the ability of the Company to consummate the Transactions contemplated by this Agreement and to timely perform its material obligations hereunder and thereunder.

“Minority Shareholders” shall mean the shareholders of the Company from time to time, excluding (i) Vinci, (ii) Carlyle, (iii) SPX, and (iv) NB.

“Money Laundering Laws” shall have the meaning set forth in Section 3.01(o).

“Memorandum & Articles” shall have the meaning set forth in Section 4.06(c).

“Nasdaq” shall mean the Nasdaq Global Select Market.

“NB” shall have the meaning set forth in the preamble hereto.

“Number of Shortfall Common Shares” shall have the meaning set forth in Section 4.07.

“OFAC” shall have the meaning set forth in Section 3.01(p).

“Permits” shall have the meaning set forth in Section 3.01(n).

“Permitted Transfers” shall have the meaning set forth in Section 4.02(a).

“Person” or “person” shall mean an individual, corporation, limited liability or unlimited liability company, association, partnership, trust, estate, joint venture, business trust or unincorporated organization, or a government or any agency or political subdivision thereof, or other entity of any kind or nature.

“Purchase Price” shall have the meaning set forth in Section 2.01(a).

“Purchaser” shall have the meaning set forth in the preamble hereto.

“Registration Rights Agreement” means the registration rights agreement dated as of September 17, 2020, by and among the Company and the Investors.

“Rights” shall have the meaning set forth in Section 4.07.

“Rights Offering” shall have the meaning set forth in Section 4.07.

“Rights Offering Option” shall have the meaning set forth in Section 4.07.

“Rights Offering Price” shall have the meaning set forth in Section 4.07.

“Relevant Taxing Jurisdiction” shall have the meaning set forth in Section 3.01(x).

“Sanctioned Country” shall have the meaning set forth in Section 3.01(p).

“Sanctions” shall have the meaning set forth in Section 3.01(p).

“SEC” shall mean the U.S. Securities and Exchange Commission.

“Securities” shall have the meaning set forth in the preamble hereto.

“Securities Act” shall mean the U.S. Securities Act of 1933, as amended.

“Shortfall Notification” shall have the meaning set forth in Section 4.07.

“specially designated national” shall have the meaning set forth in Section 3.01(p).

“SPX” shall have the meaning set forth in the preamble hereto.

“Subsidiaries” shall have the meaning set forth in Section 3.01(a).

“Third Party” shall mean with respect to any Purchaser, a Person other than such Purchaser or any Affiliate of such Purchaser.

“Transactions” shall have the meaning set forth in Section 3.01(d).

“transfer” shall have the meaning set forth in Section 4.02(a).

“QPA Amendment” has the meaning set forth in Section 4.02(b).

“Quota Purchase Agreement” means the Quota Purchase Agreement, dated August 23, 2021, among VITRU Brasil Empreendimentos, Participações e Comércio S.A., CESUMAR—Centro de Ensino Superior de Maringá Ltda., Vitru Limited and certain individuals.

“Vinci” shall have the meaning set forth in the preamble hereto.

“Voting and Support Agreement” shall have the meaning set forth in the preamble hereto.

Section 1.02. General Interpretive Principles. Whenever used in this Agreement, except as otherwise expressly provided or unless the context otherwise requires, any noun or pronoun shall be deemed to include the plural as well as the singular and to cover all genders. The name assigned to this Agreement and the section captions used herein are for convenience of reference only and shall not be construed to affect the meaning, construction or effect hereof. Whenever the words “include,” “includes,” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” Unless otherwise specified, the terms “hereto,” “hereof,” “herein” and similar terms refer to this Agreement as a whole (including the exhibits, schedules and disclosure statements hereto), and references herein to Articles or Sections refer to Articles or Sections of this Agreement. References to “law,” “laws” or to a particular statute or law shall be deemed also to include any and all Applicable Law.

ARTICLE 2

SALE AND PURCHASE OF THE SECURITIES

Section 2.01. Sale and Purchase of the Securities.

(a) Subject to the terms and conditions of this Agreement, the Company and each Purchaser agrees with each other that at the Closing (i) the Company shall issue and sell to such Purchaser, and such Purchaser shall purchase and acquire from the Company, the applicable number of Base Securities for an amount in U.S. dollars equivalent to the Brazilian reais amount listed opposite such Purchaser’s name on Schedule 1, as converted using the commercial selling rate for U.S. dollars as of the close of business on the Conversion Date (such price, the “Purchase Price”), and (ii) in the event any Purchaser elects to exercise the Rights Offering

Option (as defined herein), the Company shall issue and sell to such Purchaser, and such Purchaser shall purchase and acquire from the Company, the applicable number of Additional Securities for a purchase price equal to the Rights Offering Price (as defined herein) for the Additional Securities agreed to be purchased by such Purchaser.

(b) For the avoidance of doubt, the agreement of the Company to issue Securities to each Purchaser and of such Purchaser to purchase such Securities pursuant to this Article 2 is an agreement solely between the Company and such Purchaser (and not an agreement among the Company and all Purchasers), and, notwithstanding anything else to the contrary herein or in any other agreement entered into in connection with this Agreement, this Agreement is not intended to and shall not confer upon any person, other than the Company and a particular Purchaser, any rights or remedies with respect to the agreement of the Company to issue Securities to such Purchaser and of such Purchaser to purchase Securities pursuant to this Article 2. The Company hereby understands and agree that upon the delivery of a written notice signed by each of the Purchasers prior to the Closing Date, they shall be entitled to change the allocation among themselves of the Base Securities (and corresponding Purchase Price) set forth in Schedule 1 that each Purchaser will agree to purchase pursuant to the terms of this Agreement.

Section 2.02. Closing.

(a) Subject to the satisfaction or waiver of the conditions precedent set forth in Sections 2.02(c) and (d), the closing (the “Closing”) of the purchase and sale of the Securities hereunder shall take place on the Closing Date.

(b) To effect the purchase and sale of Securities, upon the terms and subject to the conditions set forth in this Agreement, at the Closing:

(i) The Company shall issue and deliver to each Purchaser (i) the applicable Base Securities listed opposite such Purchaser’s name on SCHEDULE 1 and (ii) in the event any such Purchaser elects to exercise the Rights Offering Option, such number of Additional Securities attributable to such Purchaser, pursuant to Section 4.07 of this Agreement, in each case, registered in the name of such Purchaser in the record of the Company’s transfer agent in book-entry form, against payment in full by or on behalf of such Purchaser of the applicable Purchase Price for the Base Securities and the applicable Rights Offering Price for the Additional Securities agreed to be purchased by such Purchaser.

(ii) Each Purchaser shall cause a wire transfer to be made in same day funds to an account of the Company designated in writing by the Company to each Purchaser at least three Business Days prior to the Closing Date (or as otherwise mutually agreed by the Parties) in an amount equal to (i) the applicable Purchase Price for the Base Securities, as listed opposite such Purchaser’s name on SCHEDULE 1 and (ii) in the event any such Purchaser elects to exercise the Rights Offering Option, the applicable Rights Offering Price for the Additional Securities agreed to be purchased by such Purchaser.

(c) The obligations of each Purchaser to purchase the Securities to be purchased by it hereunder are subject to the satisfaction or waiver by such Purchaser of the following conditions to Closing:

(i) the purchase and sale of the Securities pursuant to this Article 2 shall not be prohibited or enjoined by any court of competent jurisdiction;

(ii) the representations and warranties of the Company set forth in Section 3.01(b) to (g) shall be true and correct in all respects on and as of the Closing Date (except in the case of representations and warranties that are made as of a specified date, which shall be true and correct in all respects as of such specified date); The representations and warranties of the Company set forth in Sections 3.01(a),and (h) to (aa) shall be true and correct in all material respects on and as of the Closing Date (except in the case of representations and warranties that are made as of a specified date, which shall be true and correct in all respects as of such specified date);

(iii) the Company shall have performed and complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by it on or prior to the Closing Date;

(iv) the relevant parties shall have received the applicable antitrust clearance required under Brazilian Law for the consummation of the Transactions contemplated hereby, and in any event without the application by CADE of any antitrust remedy not reasonably acceptable to the Purchasers;

(v) automatically effective, and contingent on, the Closing Date, the Company shall have amended and restated its Memorandum & Articles (and the applicable quorum of shareholders shall have approved any such amendment and restatement) to increase the size of the Company’s Board of Directors to eleven (11) members and to give effect to the rights granted to the Purchasers contemplated by Section 4.06, in the form and substance substantially in the form attached hereto as Annex A;

(vi) automatically effective, and contingent on, the Closing Date, the Company, the Purchasers and the Investors shall have executed the Amended and Restated Registration Rights Agreement pursuant to Section 4.08, in form and substance reasonably satisfactory to the Purchasers;

(vii) each individual identified in Schedule 4.02(b) hereto shall have executed the QPA Amendment pursuant to Section 4.02(b);

(viii) the Voting and Support Agreement shall be in full force and effect; and

(ix) such Purchaser shall have received a certificate, dated the Closing Date, duly executed by an executive officer of the Company on behalf of the Company, certifying that the conditions specified in Sections 2.02(c)(ii), (iii) and (iv) have been satisfied.

(d) The obligations of the Company to sell the Securities to the Purchasers are subject to the satisfaction or waiver of the following conditions to Closing:

(i) the purchase and sale of the Securities pursuant to this Article 2 shall not be prohibited or enjoined by any court of competent jurisdiction;

(ii) the representations and warranties of each such Purchaser set forth in Section 3.02 shall be true and correct in all material respects on and as of the Closing Date;

(iii) each such Purchaser shall have performed and complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by it on or prior to the Closing Date;

(v) the Company shall have received a certificate, dated the Closing Date, duly executed by the general partner of such Purchaser on behalf of such Purchaser, certifying that the conditions specified in Section 2.02(d)(ii) and (iii) have been satisfied.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

Section 3.01. Representations and Warranties of the Company. The Company represents and warrants to each Purchaser, as of the date hereof and as of the Closing Date:

(a) Title to Properties. The Company and Vitru Brasil Empreendimentos, Participações e Comércio S.A., Cesumar—Centro de Ensino Superior de Maringá Ltda. and UNIASSELVI – Sociedade Educacional Leonardo da Vinci S/S Ltda (its sole significant subsidiaries (as defined under Rule 1-02(w) of Regulation S-X of the Securities Act)) (the “Subsidiaries”)have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by each of them, in each case free and clear of all liens, encumbrances and defects, except such as are described in the Company Reports or such as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and its Subsidiaries; and any real property and buildings held under lease by the Company and each of its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not materially interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

(b) Organization. The Company and each of its Subsidiaries has been (i) duly organized and is validly existing and in good standing (to the extent such concept is applicable under the laws of its jurisdiction of organization) under the laws of its jurisdiction of organization, with power and authority (corporate and other) to own its properties and conduct

its business as described in the Company Reports, and (ii) duly qualified as a foreign corporation for the transaction of business and is in good standing (to the extent such concept is applicable) under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except where the failure to be so qualified or in good standing in any such jurisdiction would not, individually or in the aggregate, have a Material Adverse Effect.

(c) Capital Stock. The authorized share capital of the Company consists of 1,000,000,000 Common Shares. As of the date hereof, there were (i) 28,615,300 Common Shares issued and outstanding and (ii) 935,509 Common Shares underlying the outstanding options under the Company’s equity-incentive plans. All outstanding Common Shares are duly authorized, validly issued, fully paid and nonassessable, and are not subject to and were not issued in violation of any preemptive or similar right, purchase option, call or right of first refusal or similar right. Except as provided in this Agreement, the Securities and except as set forth in or contemplated by this Section 3.01(c) and as described in the Company Reports, there are no existing options, warrants, calls, preemptive (or similar) rights, subscriptions or other rights, agreements or commitments obligating the Company to issue, transfer or sell, or cause to be issued, transferred or sold, any capital stock of the Company or any securities convertible into or exchangeable for such capital stock and there are no current outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any of its Common Shares.

(d) Authorization and Power. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and therein (collectively, the “Transactions”), have been duly and validly authorized by the Board of Directors and all other necessary corporate action on the part of the Company have been taken. Assuming this Agreement constitutes the valid and binding obligation of each Purchaser, this Agreement is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the limitation of such enforcement by (A) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to creditors’ rights generally or (B) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Enforceability Exceptions”).

(e) The Common Shares. The Common Shares to be issued and sold by the Company to the Purchasers at Closing have been duly and validly authorized, and when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, and the issuance of the Common Shares will not be subject to any preemptive or similar rights and will be free of restrictions on transfer and any other liens, restrictions or encumbrances, other than restrictions on transfer under applicable state and federal securities laws or as contemplated hereby.

(f) No Conflicts. The execution, delivery and performance of this Agreement, the issuance of the Common Shares and the consummation by the Company of the Transactions, will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (i) any indenture, mortgage, deed of trust, loan agreement or other

agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries is subject, (ii) the articles of association or by-laws (or other applicable organizational document) of the Company or any of its Subsidiaries, or (iii) any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries or any of their properties, and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required in connection with the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions, except for (A) requirements or regulations in connection with the issuance of Common Shares, including the filing of a listing notice with Nasdaq, (B) any required filings pursuant to the Exchange Act or the rules of the SEC or Nasdaq or (C) as have been obtained prior to the date of this Agreement.

(g) No Violation. Neither the Company nor any of its Subsidiaries is (i) in violation of its articles of association or by-laws (or other applicable organizational document), (ii) in violation of any statute, any judgment or order, rule or regulation of any court or governmental or regulatory agency or body having jurisdiction over the Company or any of its Subsidiaries or any of their properties, or (iii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, except, in the case of clauses (ii) and (iii) above, for such violations or defaults that would not, individually or in the aggregate, have a Material Adverse Effect.

(h) Litigation. As of the date hereof and other than as described in the Company Reports, neither the Company nor any of its Subsidiaries is a party to any, and there are no pending, or to the knowledge of the Company, threatened, legal, administrative, arbitral or other proceedings, claims, actions or governmental investigations of any nature against the Company or any of its Subsidiaries (i) that would, individually or in the aggregate, constitute a Material Adverse Effect or (ii) that challenge the validity of or seek to prevent the Transactions. As of the date hereof, neither the Company nor any of its Subsidiaries is subject to any order, judgment or decree of a Governmental Entity that would, individually or in the aggregate, constitute a Material Adverse Effect. As of the date hereof, except as would not, individually or in the aggregate, constitute a Material Adverse Effect, there is no investigation or review pending or, to the knowledge of the Company, threatened by any Governmental Entity with respect to the Company or any of its Subsidiaries.

(i) Investment Company Status. The Company is not, and after giving effect to the offering and sale of the Securities and the Rights Offering and the application of the proceeds thereof, will not be required to register as an “investment company”, as such term is defined in the Investment Company Act of 1940, as amended.

(j) Accounting Firm. PricewaterhouseCoopers Auditores Independentes Ltda., who have audited certain financial statements of the Company and its subsidiaries, is an independent registered public accounting firm as required by the Act and the rules and regulations of the SEC thereunder whose registration has not been suspended or revoked and who has not requested such registration be withdrawn.

(k) Internal Controls. The Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that is sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorization, (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS, as issued by IFRS and to maintain accountability for assets, (C) access to assets is permitted only in accordance with management’s general or specific authorization and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company’s internal control over financial reporting is effective and the Company is not aware of any material weaknesses in its internal control over financial reporting. Since the date of the latest audited financial statements included in the Company’s Form 20-F for the fiscal year ended December 31, 2021 (such Form 20-F as amended or supplemented from time to time, the “20-F”), there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

(l) Controls and Procedures. The Company maintains a system of disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its Subsidiaries is made known to the Company’s chief executive officer and chief financial officer by others within those entities; and such disclosure controls and procedures are effective.

(m) Anticorruption. None of the Company or any of its Subsidiaries or any director or officer thereof, nor, to the knowledge of the Company, any agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries has (i) taken or will take any action in furtherance of an offer, payment, promise to pay or authorization or approval of the payment or receipt of any unlawful contribution, gift, entertainment or other unlawful expense; or made, offered, promised or authorized any direct or indirect unlawful payment; or (2) violated, is in violation of, or will violate any provision of the Foreign Corrupt Practices Act of 1977 (“FCPA”), the Bribery Act 2010 of the United Kingdom, Brazil’s Anticorruption Law (Laws No. 12,846/2013 and 8,429/1992) and Brazilian Decree 11,129/2022, or any other applicable anti-bribery or anti-corruption law, or made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment. The Company and its Subsidiaries have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain policies and procedures reasonably designed to promote and achieve compliance with such laws.

(n) Licenses and Permits. The Company and each of its Subsidiaries possess all licenses, permits, certificates and other authorizations from, and have made all declarations and filings with, all governmental and regulatory authorities, required or necessary to own or lease, as the case may be, and to operate their respective properties and to carry on their respective businesses as now or proposed to be conducted (“Permits”), except where the failure to obtain such Permits would not, individually or in the aggregate, have a Material Adverse Effect; the Company has not received any notice of proceedings relating to the revocation or modification of any such Permit which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect.

(o) Anti-Money Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with the requirements of applicable anti-money laundering laws, including, but not limited to, the Bank Secrecy Act of 1970, as amended by the USA PATRIOT ACT of 2001, and the rules and regulations promulgated thereunder, to the extent applicable, and the anti-money laundering laws of the various jurisdictions in which the Company and its Subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules or regulations issued, administered or enforced by any governmental agency having jurisdiction over the Company or any of its Subsidiaries (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(p) Sanctions. None of the Company or any of its Subsidiaries or any director or officer thereof, nor, to the knowledge of the Company, any agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries is owned or controlled by one or more individual or entities that is, currently (1) the subject or the target of any sanctions administered or enforced by the U.S. Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), the Bureau of Industry and Security (“BIS”), or the U.S. Department of State (including, without limitation, the designation as a “specially designated national” or “Blocked Person”), the European Union, Her Majesty’s Treasury, the United Nations Security Council, or other relevant sanctions authority (collectively, “Sanctions”), or (2) otherwise named on any restricted parties list administered by such authorities, including the Denied Persons List or Entity List, or (3) organized or resident in, a country or territory subject to a general export, import, financial or investment embargo under any Sanctions (currently, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic) (a “Sanctioned Country”), and the Company will not, and will not permit Subsidiaries to, directly or indirectly use all or part of the proceeds of the offering of the Securities hereunder (or any Rights Offering), or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (x) to fund or facilitate any activities of or business with any one or more individual or entities, or in any country or territory, that, at the time of such funding, is the subject or the target of Sanctions or (y) in any other manner that will result in a violation by any Person or entities (including any Person or entities participating in the transaction, whether as advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its Subsidiaries have not knowingly engaged in, are not now knowingly engaged in and will not knowingly engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions in a manner that would violate Sanctions.

(q) Intellectual Property. The Company and its Subsidiaries own or possess sufficient rights to use all relevant licenses, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names and other intellectual property (collectively, “Intellectual Property”) used in, held for use in or necessary for the conduct of the business now operated by them, except where the failure to own or possess any of the foregoing would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of

its Subsidiaries has received any written notice or claim alleging any infringement, misappropriation, violation of or conflict with any such rights of others, except in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any party challenging the validity, scope, enforceability or ownership of any Intellectual Property owned by the Company or its Subsidiaries, and all Intellectual Property owned by the Company or its Subsidiaries is owned solely by the Company or its Subsidiaries, is valid and enforceable, and is owned free and clear of all liens, encumbrances, defects or other restrictions, except for such liens, encumbrances, defects or other restrictions that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(r) Reports; Financial Statements.

(i) The Company has timely filed or furnished, as applicable, the 20-F, 6-Ks and all other forms, reports, schedules and other statements required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since September 21, 2020 (collectively, the “Company Reports”). Since September 21, 2020, the Company has been in compliance in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaq.

(ii) As of its respective filing date, and, if amended, as of the date of the filing of such last amendment (except to the extent that information contained in any Company Report has been revised or superseded by a later filed Company Report filed and made publicly available prior to the date of this Agreement), each Company Report (and any further documents so filed and incorporated by reference in each of the Company Reports) complied in all material respects as to form with the applicable requirements of the Securities Act and the Exchange Act, and any rules and regulations promulgated thereunder applicable to such Company Report. As of its respective filing date, and, if amended, as of the filing of such last amendment and as of the date hereof (except to the extent that information contained in any Company Report has been revised or superseded by a later filed Company Report filed and made publicly available prior to the date of this Agreement), no Company Report contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading.

(iii) Each of (i) the consolidated statements of financial position, and the related consolidated statements of income, changes in equity and cash flows, included in the Company Reports filed with the SEC under the Exchange Act and included in the 20-F and (ii) the consolidated interim statements of financial position, and the related consolidated interim statements of income, changes in equity and cash flows, included in the Company Reports filed with the SEC under the Exchange Act and included in the 6-Ks (A) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (B) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates shown and the

results of the consolidated operations, changes in equity and cash flows of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth, subject, in the case of any unaudited financial statements, to normal recurring year-end audit adjustments, and (C) have been prepared in accordance with IFRS consistently applied during the periods involved, except as otherwise set forth therein or in the notes thereto, and in the case of unaudited financial statements except for the absence of footnote disclosure.

(iv) As of the date of this Agreement, there are no outstanding unresolved comments from any comment letters received by the Company from the SEC relating to reports, statements, schedules, registration statements or other filings filed or furnished by the Company with the SEC. To the knowledge of the Company, as of the date of this Agreement, none of the Company Reports is the subject of any ongoing review by the SEC.

(s) Labor Issues. Except as would not, individually or in the aggregate, have a Material Adverse Effect, no material labor disturbance by or dispute with employees of the Company or any of its Subsidiaries exists or, to the knowledge of the Company, is threatened.

(t) Insurance. The Company and its Subsidiaries have insurance against such losses and risks as the Company reasonably believes are adequate to protect the Company and its Subsidiaries and their respective businesses, except where this would not, individually or in the aggregate, have a Material Adverse Effect; and neither the Company nor any of its Subsidiaries has (i) received written notice from any insurer or agent of such insurer that capital improvements or other expenditures are required or necessary to be made in order to continue such insurance or (ii) any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage at reasonable cost from similar insurers as may be necessary to continue its business, in each case, except where this would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

(u) Environmental Laws. The Company and its Subsidiaries (i) are in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, individually or in the aggregate, have a Material Adverse Effect. There are no costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties) which would, individually or in the aggregate, have a Material Adverse Effect.

(v) No Securities Act Registration.

(i) Neither the Company nor any other Person or entity authorized by the Company to act on its behalf has engaged in any general solicitation or general advertising (within the meaning of Rule 502(c) of Regulation D of the Securities Act) of investors with respect to offers or sales of the Securities. The Company has not, directly or indirectly, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which, to its knowledge, is or will be integrated with the Securities sold pursuant to this Agreement.

(ii) Assuming accuracy of each Purchaser’s representations and warranties under Section 3.02(d), it is not necessary in connection with the issuance and sale to such Purchaser to register the Securities under the Securities Act or to qualify or register the Securities under applicable U.S. state securities laws.

(w) Brokers or Finders Fees. The Company has not retained, utilized or been represented by, or otherwise become obligated to, any broker, placement agent, financial advisor or finder in connection with the Transactions whose fees any Purchaser would be required to pay.

(x) Stamp Duty. No stamp, registration, issuance, capital, documentary, transfer or other taxes or duties are payable by or on behalf of the Purchasers to the Cayman Islands, Brazil, any other jurisdiction in which the Company is organized or incorporated, engaged in business for tax purposes or is otherwise resident for tax purposes of has a permanent establishment, any jurisdiction from or through which a payment is made or any political subdivision or taxing authority thereof or therein (each, a “Relevant Taxing Jurisdiction”) or in connection with (i) the creation, issue, transfer or delivery of the Securities, (ii) the purchase by Purchasers of the Securities, or (iii) the execution, delivery or performance of this Agreement.

(y) Tax Returns. Each of the Company and its Subsidiaries has timely filed all required tax returns, reports and filings that have been due and for which no extensions have been granted, or have been granted extensions thereof. Such returns, reports or filings are not the subject of any disputes with revenue or other authorities other than disputes which (i) are being contested in good faith and for which adequate reserves have been established in accordance with IFRS, or (ii) if determined adversely to the Company or any Subsidiary, would not have a Material Adverse Effect. Except as would not have a Material Adverse Effect, (i) each of the Company and its Subsidiaries has timely paid all taxes (including any assessments, interests, fines or penalties) required to be paid by it, (ii) no tax deficiency has been asserted against the Company or any of its Subsidiaries or any of their respective properties or assets, and (iii) none of the Company or any of its Subsidiaries has any knowledge of any tax deficiency which might be assessed against it.

(z) Other Taxes. Under current laws and regulations of each Relevant Taxing Jurisdiction, all payments to be made by or on behalf of the Company under this Agreement and all dividends and other distributions declared and payable on the Common Shares will be paid in U.S. Dollars and freely transferred out of any Relevant Taxing Jurisdiction, and will not be subject to withholding taxes under laws and regulations of each Relevant Taxing Jurisdiction and will otherwise be free and clear of any other withholding or deduction in any Relevant Taxing Jurisdiction and without the necessity of obtaining any governmental authorization in the Cayman Islands or any political subdivision or taxing authority thereof or therein.

(aa) No Additional Representations.

(i) Except for the representations and warranties contained in this Section 3.01 and any schedules or certificates delivered in connection herewith, the Company makes no other representation or warranty, express or implied, written or oral, and hereby, to the maximum extent permitted by applicable Law, disclaims any such representation or warranty, whether by the Company or any other Person, with respect to the Company or with respect to (A) any matters relating to the Company and its Subsidiaries, their respective businesses, financial condition, results of operations, prospects or otherwise, (B) any projections, estimates or budgets delivered or made available to the Purchaser (or any of its Affiliates, officers, directors, employees or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (C) the future business and operations of the Company and its Subsidiaries.

(ii) The Company acknowledges that each Purchaser makes no representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.02 and in any certificate delivered by such Purchaser pursuant to this Agreement, and the Company has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.02 and in any certificate delivered by such Purchaser pursuant to this Agreement.

(iii) The Company acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.02 and in any certificate delivered by a Purchaser pursuant to this Agreement, (A) no person has been authorized by such Purchaser to make any representation or warranty relating to such Purchaser or otherwise in connection with the transactions contemplated hereby, and if made, such representation or warranty must not be relied upon by the Company as having been authorized by such Purchaser, and (B) any materials or information provided or addressed to the Company or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of such Purchaser unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.02 of this Agreement and in any certificate delivered by such Purchaser pursuant to this Agreement.

Section 3.02. Representations and Warranties of Each Purchaser. Each Purchaser, severally and not jointly, represents and warrants (solely in respect of such Purchaser itself and not the other Purchaser) to the Company, as of the date hereof and as of the Closing Date, as follows:

(a) Organization. Such Purchaser has been duly organized and is validly existing and in good standing (to the extent such concept is applicable under the laws of its jurisdiction of organization) under the laws of its jurisdiction of organization and is duly qualified or licensed to conduct business in each jurisdiction or place where the nature of its properties or the conduct of its business requires such qualification or licensing, except where the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be likely to prevent, materially delay or materially impair the consummation of the Transactions.

(b) Authorization; No Conflicts.

(i) Such Purchaser has full partnership or entity power and authority to execute and deliver this Agreement and to consummate the Transactions to which it is a party. The execution, delivery and performance by such Purchaser of this Agreement and the consummation of the Transactions to which it is a party have been duly authorized by all necessary partnership action on behalf of such Purchaser. No other proceedings on the part of such Purchaser are necessary to authorize the execution, delivery and performance by such Purchaser of this Agreement and consummation of the Transactions. This Agreement has been duly and validly executed and delivered by such Purchaser. Assuming this Agreement constitutes the valid and binding obligation of the Company, this Agreement is a valid and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, subject to the limitation of such enforcement by the Enforceability Exceptions.

(ii) The execution, delivery and performance of this Agreement by such Purchaser, the consummation by such Purchaser of the Transactions to which it is a party and the compliance by such Purchaser with any of the provisions hereof and thereof will not conflict with, violate or result in a breach of any provision of, or constitute a default under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (A) any provision of such Purchaser’s organizational documents, (B) any mortgage, note, indenture, deed of trust, lease, license, loan agreement or other agreement binding upon such Purchaser or (C) any permit, government license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to such Purchaser or any of its Affiliates, other than in the cases of clauses (B) and (C) as would not reasonably be expected to materially and adversely affect or delay the consummation of the Transactions to which it is a party by such Purchaser.

(c) No Consents. No consent, approval, order or authorization of, or registration, declaration or filing with, or exemption or review by, any Governmental Entity is required on the part of such Purchaser in connection with the execution, delivery and performance by such Purchaser of this Agreement and the consummation by such Purchaser of the Transactions to which it is a party, except for requirements or regulations in connection with the issuance of Common Shares and any consent, approval, order, authorization, registration, declaration, filing, exemption or review the failure of which to be obtained or made, individually or in the aggregate, would not reasonably be expected to adversely affect or delay the consummation of the Transactions to which it is a party by such Purchaser.

(d) Purchase of Securities. Such Purchaser is a qualified institutional buyer (within the meaning of Rule 144A under the Securities Act) and is aware that the sale of the Securities is being made in reliance on a private placement exemption from registration under the Securities Act. Such Purchaser is acquiring its applicable Securities for its own account, and not with a view toward, or for sale in connection with, any distribution thereof in violation of any federal or state securities or “blue sky” law, or with any present intention of distributing or selling such Securities in violation of the Securities Act.

(e) Experienced Purchaser. Such Purchaser has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in such Securities and is capable of bearing the economic risks of such investment. Such Purchaser understands that its investment in the Securities involves a high degree of risk. Such Purchaser has been provided a reasonable opportunity to undertake and has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. Such Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities. Such Purchaser has no present agreement, undertaking, arrangement, obligation or commitment providing for the disposition of the Securities. Such Purchaser has, or by the Closing Date will have, an amount of cash sufficient to enable it to consummate the Transactions on the terms and conditions set forth in this Agreement.

(f) Brokers or Finders Fees. Such Purchaser has not retained, utilized or been represented by, or otherwise become obligated to, any broker, placement agent, financial advisor or finder in connection with the Transactions whose fees the Company would be required to pay.

(g) No Additional Representations.

(i) Such Purchaser acknowledges that the Company does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, and the Purchasers have not relied on or been induced by any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement.

(ii) Such Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, (A) no person has been authorized by the Company to make any representation or warranty relating to the Company or otherwise in connection with the transactions contemplated hereby, and if made, such representation or warranty must not be relied upon by such Purchaser as having been authorized by the Company, and (B) any materials or information provided or addressed to such Purchaser or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.01 of this Agreement and in any certificate delivered by the Company pursuant to this Agreement.

(iii) Such Purchaser has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges such Purchaser has been provided with sufficient access for such purposes.

(iv) Notwithstanding the foregoing, nothing in this Section 3.02(g) shall be deemed to limit such Purchaser’s or its Affiliates’ rights or remedies with respect to fraud.

ARTICLE 4

ADDITIONAL AGREEMENTS

Section 4.01. Taking of Necessary Action. Use of Proceeds. Each of the parties hereto agrees to use its reasonable efforts promptly to take or cause to be taken all action, and promptly to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate the Transactions and make effective the sale and purchase of the Securities hereunder, subject to the terms and conditions hereof and compliance with applicable law. In case at any time before or after the Closing any further action is necessary or desirable to carry out the purposes of the sale and purchase of the Securities, the proper officers, managers and directors of each party to this Agreement shall take all such necessary action as may be reasonably requested by, and the sole expense of, the requesting party. None of the Company or its subsidiaries will, directly or indirectly, use the proceeds of the sale of the Common Shares, or lend, contribute or otherwise make available such proceeds to any subsidiary, affiliate, joint venture partner or other person or entity, for the purpose of financing or facilitating any activity that would violate any applicable anti-corruption law or regulation. Further, the Company agrees to use the proceeds of the sale of the Common Shares agreed under this Agreement to repay part of the amount outstanding under the Debentures as required by, and in accordance with the terms of, the Debentures Indenture, as the case may be, it being understood that the Company shall be allowed to use any remaining proceeds for general corporate purposes.

Section 4.02. Lock-Up Period.

(a) During the Lock-Up Period, each Purchaser shall not (x) (1) sell, offer, transfer, assign, mortgage, hypothecate, gift, pledge or dispose of, enter into or agree to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment mortgage, hypothecation, gift, encumbrance or similar disposition of (any of the foregoing, a “transfer”), any of the Securities or enter into a transaction which would have the same effect, or (2) enter into or engage in any hedge, swap, short sale, derivative transaction or other agreement or arrangement that transfers to any Third Party, directly or indirectly, in whole or in part, any ownership of, or interests in, the Securities, whether any such aforementioned transaction is to be settled by delivery of Common Shares or other securities, in cash or otherwise directly or indirectly hedge their investment in the Securities (including, for the avoidance of doubt, by means of short sales of Common Shares or through derivative (including any cash-settled derivative) or other hedging transactions), other than in the case of clause (1), Permitted Transfers. “Permitted Transfers” shall mean any (i) transfer to a Purchaser’s Affiliate that executes and delivers to the Company a Joinder becoming a Purchaser party to this Agreement and the Confidentiality Agreement, (ii) transfer to the Company or any of its

Subsidiaries, (iii) transfer with the prior written consent of the Company or (iv) transfer pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of the Company’s share capital involving a change of control of the Company that has been approved by the Company’s Board of Directors; provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the Common Shares shall remain subject to the provisions of the Lock-Up Period; and provided further that “change of control” as used herein, shall mean a change in ownership of not less than 50.1% of all of the voting stock of the Company.

(b) The Company agrees to cause each of the individuals identified in Schedule 4.02(b) hereto to execute on or before the Closing Date an amendment to the Quota Purchase Agreement (the “QPA Amendment”) to provide for a lock-up applicable to those persons which is in form and substance substantially in the form attached hereto as Annex B.

Section 4.03. Securities Laws. Each Purchaser acknowledges and agrees that, as of the Closing Date, the Securities have not been registered under the Securities Act or the securities laws of any state and that they may be sold or otherwise disposed of only in one or more transactions registered under the Securities Act and, where applicable, such laws, or as to which an exemption from the registration requirements of the Securities Act and, where applicable, such laws, is available.

Section 4.04. Press Releases; Public Announcements. Except for any initial joint public announcement, which is subject to the prior reasonable consent of the Purchasers and the Company, none of the parties shall issue any press release or make any public announcement relating to this Agreement or the Transactions contemplated hereby as it relates to the Securities without the prior written approval of each of the Company and the Purchasers (which shall not be unreasonably delayed or withheld); provided, that the Company may file this Agreement with the SEC and each party may issue any such press release or make such public announcement it believes in good faith it is required to make under Applicable Law or the terms of any financing agreement or arrangement, in which case the disclosing party shall use its commercially reasonable efforts to advise and consult in good faith with the Company and the Purchasers regarding any such press release or other announcement prior to making any such disclosure. Notwithstanding the foregoing, any Affiliate of any Purchaser, may (a) disclose the subject matter of this Agreement, and on a confidential basis, financial terms, financial return and other financial performance or information in connection with fundraising, marketing or informational or reporting activities to current and potential investors in funds managed or advised by, or which in the future may be managed or advised by, such Persons, and (b) to the extent such Persons are contacted by the press, confirm or correct their invested capital and internal rate of return on invested capital with respect to their investment in the Company and the Transactions contemplated hereby.

Section 4.05. Antitrust Approval. (a) The Purchasers and the Company shall, as promptly as practicable, but in no event later than 10 (ten) Business Days following the execution and delivery of this Agreement, file (or cause to be filed) with CADE the notification and report form required for the Transactions contemplated under this Agreement and any supplemental information requested (and in the case of any such supplemental information, as promptly as practicable) in connection therewith pursuant to Brazilian Law No. 12,529, dated 30 November 2011, as amended (“Law 12,529”). Any such notification and report form and supplemental information shall be in compliance with the requirements of Law 12,529.

(b) The Purchasers and the Company acknowledge that if approval by CADE is required, CADE’s decision shall be deemed final only after: (i) 15 days counted from the date of publication of the approval (with or without restrictions) or dismissal (não conhecimento) decision issued by CADE’s General Superintendence, in the Brazilian Federal Official Gazette (Diário Oficial da União); or (ii) after an approval or dismissal (não conhecimento) decision issued by CADE’s Administrative Tribunal, is published in the Brazilian Federal Official Gazette (Diário Oficial da União).

(c) Each of the Company and the Purchasers shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under Law 12,529. The Company and the Purchasers shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, CADE and shall comply promptly with any such inquiry or request and provide any supplemental information requested in connection with the filings made hereunder pursuant to applicable Brazilian Law. Each party shall use its reasonable best efforts to obtain any other clearance required under applicable Brazilian Law for the consummation of the Transactions contemplated by this Agreement. The Purchasers shall bear all costs and expenses related to such filing with CADE, including legal, accounting and consulting fees.

(d) In the event that CADE conditions its approval on any restriction and/or fulfillment of any condition, the Purchasers and the Company shall negotiate in good faith and seek to agree within 10 (ten) Business Days the least burdensome changes to the terms and conditions of this Agreement which are necessary to comply with the decision of CADE without materially altering the underlying economic value of the transaction originally contemplated by this Agreement. Subject to complying with the above, if the Purchasers and the Company are unable to reach such agreement within 20 (twenty) Business Days from the date that CADE notifies any conditions on its approval, either the Purchasers or the Company may terminate this Agreement.

(e) The Purchasers and the Company agree that they will not exchange any competitively sensitive information, except to the extent permitted by Law 12,529.

Section 4.06. Board of Directors Appointment Rights. (a) Subject to (b) below, following the Closing Date, the Purchasers (i) for so long as they collectively hold not less than 15 per cent of the voting Common Shares in issue, shall be entitled to appoint up to two individuals to act as Directors by notice in writing addressed to the Company from time to time, (ii) for so long as they collectively hold not less than five per cent and not more than 15 per cent of the voting Common Shares in issue, shall be entitled to appoint one individual to act as a Director by notice in writing addressed to the Company from time to time, and (iii) shall be entitled to remove any of the Directors appointed by them pursuant to (i) and (ii) at any time by notice in writing addressed to the Company. The Purchasers shall maintain the right to appoint and have Director(s) pursuant to this Section 4.06 so long as they hold, on or at any time following the Closing Date, collectively with their permitted transferees (as such term is defined in the Company’s Memorandum & Articles, as amended), at least the requisite percentage of the Company’s outstanding Common Shares as agreed in this Section 4.06.

(b) Notwithstanding Section 4.06(a) above, following the Closing Date and until the annual general meeting of the Company to be held in the calendar year of 2024 (which shall not take place earlier than May 1, 2024) (the “2024 AGM”), and provided that the Purchasers collectively hold not less than five per cent and not more than 15 per cent of the voting Common Shares in issue, the Purchasers shall be entitled to appoint up to two individuals to act as Directors by notice in writing addressed to the Company from time to time; provided that if the Purchasers transfer one or more Common Shares between November 20, 2023 and the date of the 2024 AGM, this Section 4.06(b) shall cease to apply.

(c) As promptly as practicable following the execution of this Agreement, the Company shall convene and hold a general shareholders meeting to approve the necessary amendments to the Company’s Memorandum and Articles of Association (“Memorandum & Articles”) to increase the size of the Company’s Board of Directors to eleven (11) members and to give effect to the rights granted to the Purchasers in Section 4.06(a) and Section 4.06(b), contingent on the Closing, in the form and substance substantially in the form attached hereto as Annex A.

Section 4.07. Rights Offering. As promptly as practicable following the execution of this Agreement, the Company shall undertake a rights offering (the “Rights Offering”) pursuant to which the existing shareholders of the Company will have the right to acquire one newly issued Common Share for every six (6) Common Shares owned by such shareholders as of a record date to be set by the Company (the “Rights”) for a price equivalent to the Purchase Price (which, when used in the context of the Rights Offering, shall be referred to as the “Rights Offering Price”). To the extent that the Rights of any Minority Shareholder to acquire newly issued Common Shares are not exercised by such Minority Shareholder prior to the expiration date of the Rights Offering (such date being the “Expiration Date” and the number of such Common Shares that would have been issued to such Minority Shareholders pursuant to those Rights hereafter referred to as the “Number of Shortfall Common Shares”), the Company shall notify (the “Notification”) the Purchasers in writing (the “Shortfall Notification”) as promptly as practicable and in any event within one (1) Business Day following the Expiration Date, informing the Number of Shortfall Common Shares, and the Purchasers shall have the right, but not the obligation, to acquire from the Company on the Closing Date (in addition to the purchase of Base Securities by the Purchasers and sale of Base Securities by the Company contemplated by Section 2.01(a)(i) hereunder), for the Rights Offering Price per Common Share, all or a portion of the Number of Shortfall Common Shares up to a maximum amount in U.S. dollars equivalent to R$100 million less the total amount subscribed in the Rights Offering by Minority Shareholders (the “Rights Offering Option”). In the event that any such Purchaser elects to acquire Common Shares under the Rights Offering Option (such Common Shares elected to be acquired by the Purchasers, the “Additional Securities”) and such Purchaser notifies the Company in writing of such election (the “Exercise Notification”) no later than two (2) Business Day following the date of the Shortfall Notification, the Company hereby agrees to issue to such Purchaser on the Closing Date such Additional Securities for the Rights Offering Price per Common Share. If the Company does not receive the Exercise Notification within the time period prescribed in the immediately preceding sentence, the Company shall not be required

to issue Additional Securities to such Purchaser. In the event that more than one Purchaser elects to acquire Common Shares under the Rights Offering Option, such Purchasers shall be entitled to allocate among themselves the Additional Securities that each Purchaser will agree to purchase pursuant to the terms of this Agreement.

Section 4.08. Registration Rights Agreement. The Company shall use its commercially reasonable efforts to procure that Carlyle, SPX, Vinci and NB (the “Investors”) execute an amendment to the Registration Rights Agreement, contingent on the Closing, following the execution of this Agreement, and in any event on or prior to the Closing Date, in order to include the Purchasers as parties thereto in their capacity as Principal Investors (as such term is defined and used in the Registration Rights Agreement), such amendment to be in form and substance reasonably satisfactory to the Purchasers (the “Amended and Restated Registration Rights Agreement”).

Section 4.09. Voting and Support Agreement. The Company (i) shall use its commercially reasonable efforts to procure that the Voting and Support Agreement be executed by all parties thereto following the execution of this Agreement and in any event on or prior to October 18, 2022, and (ii) agrees that the Voting and Support Agreement shall be in full force and effect from the date on which it is executed until the Closing Date, and that it shall not be amended, restated, supplemented or otherwise modified by the Company and the parties thereto without the prior written consent of the Purchasers.

ARTICLE 5

MISCELLANEOUS

Section 5.01. Survival of Representations and Warranties. Except for the warranties and representations contained in clauses (b), (c), (d), (f) and (g) of Section 3.01 and the representations and warranties contained in clauses (a), (b) and (c) of Section 3.02, which shall survive the Closing until the Maturity Date, the warranties and representations made herein shall survive for one (1) year following the Closing Date and shall then expire.

Section 5.02. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered personally, by facsimile, sent by overnight courier or sent via email (with receipt confirmed) as follows:

(a) If to the Purchasers, to:

BRL Trust Investimentos Ltda.

Rua Iguatemi, No. 151

São Paulo, SP 01451-011

Brazil

Attention: Felipe Argalji, Daniel Borghi,

Email: felipe.argalji@crescera.com, daniel.borghi@crescera.com,

legal@crescera.com

with a copy (which copy shall not constitute notice) to:

Simpson Thacher & Bartlett LLP

Av. Presidente Juscelino Kubitschek, 1455

12^th Floor, Suite 121

São Paulo, SP 04543-011

Brazil

Attention: Grenfel S. Calheiros/Paulo F. Cardoso

Email: gcalheiros@stblaw.com/paulo.cardoso@stblaw.com

(b) If to the Company, to:

Vitru Limited

Rodovia José Carlos Daux, 5500, Torre Jurerê A

2^nd floor, Saco Grande, Florianópolis, Santa Catarina

88032-005, Brazil

Attention: Carlos Freitas, William Matos and Pedro Graça

Email: carlos.freitas@vitru.com.br; william.matos@vitru.com.br;

pedro.graca@vitru.com.br; juridicosocietario@uniasselvi.com.br

with a copy (which copy shall not constitute notice) to:

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

United States of America

Attention: Manuel Garciadiaz

Email: manuel.garciadiaz@davispolk.com

or to such other address or addresses as shall be designated in writing. All notices shall be deemed effective (a) when delivered personally (with written confirmation of receipt, by other than automatic means, whether electronic or otherwise), (b) when sent by facsimile (with written confirmation of receipt, by other than automatic means, whether electronic or otherwise) or (c) one (1) Business Day following the day sent by overnight courier.

Section 5.03. Entire Agreement; Third Party Beneficiaries; Amendment. This Agreement, together with the Confidentiality Agreement, sets forth the entire agreement between the parties hereto with respect to the Transactions, and is not intended to and shall not confer upon any person other than the parties hereto, their successors and permitted assigns any rights or remedies hereunder. Any provision of this Agreement may be amended or modified in whole or in part at any time by an agreement in writing between the parties hereto executed in the same manner as this Agreement. No failure on the part of any party to exercise, and no delay in exercising, any right shall operate as a waiver thereof nor shall any single or partial exercise by any party of any right preclude any other or future exercise thereof or the exercise of any other right.

Section 5.04. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to constitute any original, but all of which together shall constitute one and the same document. Signatures to this Agreement transmitted by facsimile transmission, by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means, including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., http://www.docusign.com or other transmission method intended to preserve the original graphic and pictorial appearance of a document will have the same effect as physical delivery of the paper document bearing the original signature.

Section 5.05. Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the Company’s successors and assigns and each Purchaser’s successors and assigns, and no other person; provided, that neither the Company nor such Purchaser may assign its respective rights or delegate its respective obligations under this Agreement, whether by operation of law or otherwise, and any assignment by the Company or such Purchaser in contravention hereof shall be null and void; provided, that (i) such Purchaser may assign all of its rights and obligations under this Agreement and the Confidentiality Agreement or any portion thereof to any Affiliate or transferee of any Securities permitted under this Agreement who executes and delivers to the Company a Joinder and any such assignee who executes and delivers to the Company a Joinder shall be deemed a Purchaser hereunder and have all the rights and obligations of a Purchaser and (ii) any such transferee who after the date hereof executes and delivers a Joinder and is a permitted transferee of any Securities shall be deemed a Purchaser hereunder and have all the rights and obligations of a Purchaser.

Section 5.06. Governing Law; Jurisdiction; Waiver of Jury Trial.

(a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the New York Supreme Court and any state appellate court therefrom within the State of New York (or, solely if the New York Supreme Court declines to accept jurisdiction over a particular matter, any state or federal court within the State of New York). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 5.06(a), (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced

in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable law, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 5.02 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby.

(b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 5.07.

Section 5.07. Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect provided that the economic and legal substance of, any of the Transactions is not affected in any manner materially adverse to any party. In the event of any such determination, the parties agree to negotiate in good faith to modify this Agreement to fulfill as closely as possible the original intent and purpose hereof. To the extent permitted by law, the parties hereby to the same extent waive any provision of law that renders any provision hereof prohibited or unenforceable in any respect.

Section 5.08. Specific Performance. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, each party agrees that in the event of any breach or threatened breach by any other party of any covenant or obligation contained in this Agreement, the non-breaching party shall be entitled (in addition to any other remedy that may be available to it, whether in law or equity) to obtain (i) a decree or order of specific performance to enforce the observance and performance of such covenant or obligation, and (ii) an injunction restraining such breach or threatened breach. Each of the parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction.

Section 5.09. Headings. The headings of Articles and Sections contained in this Agreement are for reference purposes only and are not part of this Agreement.

Section 5.10. Non-Recourse. This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the Transactions may only be brought against the entities that are expressly named as parties hereto and their respective successors and assigns (including any Person that executes and delivers a Joinder).

Section 5.11. Confidentiality. Each party hereto will hold, and will use its reasonable best efforts to cause its Affiliates and the officers, directors, employees, accountants, counsel, consultants, advisors and agents of such party and its Affiliates to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law (including applicable securities exchange rules and regulations), all confidential documents and information concerning the other parties hereto furnished to such party or its Affiliates in connection with the Transactions (including the existence, terms and conditions of, and any other facts relating to, this Agreement and the Transactions contemplated hereby), except to the extent that such information is (i) previously known on a non-confidential basis by the receiving party, (ii) in the public domain through no fault of the receiving party or (iii) later lawfully acquired by the receiving party from sources other than the disclosing party or its Affiliates; provided that the receiving party may disclose such information to its officers, directors, employees, accountants, counsel, consultants, advisors, existing and prospective members and partners, and agents in connection with the Transactions contemplated hereby so long as such Persons are informed by the receiving party of the confidential nature of such information and are required by the receiving party to apply the same standard of care and the same measures as are required to be applied by the receiving party; provided further that in the event that a disclosure is compiled or required by requirements of law, the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by Applicable Law, shall limit such disclosure to the information that is required to comply with such Applicable Law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party.

Section 5.12. Several Liability of the Purchasers. Notwithstanding any other provision of this Agreement, all representations, warranties, covenants and other obligations of the Purchasers herein or contemplated hereby are, and shall in all cases be deemed to be, several and not joint.

Section 5.13. Expenses. Except to the extent provided otherwise in Section 4.05(c), each party hereto is responsible for its, his or her own costs, fees and expenses in connection with the negotiation of this Agreement and the consummation of the transactions contemplated hereby and thereby. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

Section 5.14. Termination. This Agreement, may be terminated prior to the Closing Date (a) by the mutual written consent of the parties; or (b) by any party by written notice to the other parties, if the Closing has not occurred on or prior to January 15, 2023 (the “End Date”).

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto or by their respective duly authorized officers, all as of the date first above written.


VITRU LIMITED

By:
		Name:
		Title:

By:
		Name:
		Title:

[Signature Page to Investment Agreement]


CRESCERA GROWTH CAPITAL MASTER V FUNDO DE INVESTIMENTO EM PARTICIPAÇÕES MULTIESTRATÉGIA

By:		/s/ Felipe Argalji
		Name:Felipe Argalji
		Title:Authorized Signatory

By:		/s/ Daniel Borghi
		Name:Daniel Borghi
		Title:Authorized Signatory


CRESCERA GROWTH CAPITAL V COINVESTIMENTO III FUNDO DE INVESTIMENTO EM PARTICIPAÇÕES MULTIESTRATÉGIA

By:		/s/ Felipe Argalji
		Name:Felipe Argalji
		Title:Authorized Signatory

By:		/s/ Daniel Borghi
		Name:Daniel Borghi
		Title:Authorized Signatory

[Signature Page to Investment Agreement]

ANNEX A

EXTRACT OF THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

20	Number of Directors and Chairman

20.1

Subject to Article 21.4, the Board shall consist of such number of Directors as a majority of the Directors then in office may, with the consent of: (i) Carlyle SPX, and (ii) the Vinci Group, in each case for so long as it enjoys director appointment rights under Article 21.1, determine from time to time provided that, unless otherwise determined by the Shareholders acting by Special Resolution, the Board shall consist of not less than four (4) Directors and not more than eleven (11) Directors; provided, further, that notwithstanding any resolution adopted by the Board or the Shareholders which determines the number of Directors constituting the whole Board, the size of the Board shall not be increased above eleven (11) Directors without the consent of each of Carlyle SPX and the Vinci Group so long as Carlyle SPX or the Vinci Group, as applicable, has the right to designate at least one Director pursuant to Article 21.1.

[…]

21	Appointment, Disqualification and Removal of Directors

21.1

Each of Carlyle SPX, the Vinci Group and Crescera for so long as it holds not less than 15 per cent of the voting Shares in issue, shall be entitled to appoint up to two persons to act as Directors by notice in writing addressed to the Company from time to time and the other holders of Shares shall not vote their Shares so as to remove those Directors from office. Each of Carlyle SPX, the Vinci Group and Crescera, for so long as it holds not less than 5 per cent and not more than 15 per cent of the voting Shares in issue, shall be entitled to appoint one person to act as a Director by notice in writing addressed to the Company from time to time and the other holders of Shares shall not vote their Shares so as to remove those Directors from office; (b) Notwithstanding (a) above, Crescera shall be entitled to appoint up to two persons to act as Directors by notice in writing addressed to the Company from time to time until the annual general meeting of the Company to be held in the calendar year of 2024 (which shall not take place earlier than May 1, 2024) (the “2024 AGM”), provided that Crescera holds not less than 5 per cent and not more than 15 per cent of the voting Shares in issue and; provided further that if Crescera transfers one or more voting Shares between November 20, 2023 and the date of the 2024 AGM, Crescera Director nomination rights in this paragraph (b) shall cease to apply. Each of Carlyle SPX, the Vinci Group and Crescera shall be entitled to remove any of the Directors so appointed at any time by notice in writing addressed to the Company.

[…]

Annex A-1

28	Proceedings of Directors

28.1

The quorum for the transaction of the business of the Directors shall be a simple majority of the Directors then in office (subject to there being a minimum of two (2) Directors present), provided that, for so long as Carlyle SPX, the Vinci Group or Crescera, as applicable, has the right to designate Directors pursuant to Article 21.1, such a majority must include at least one Carlyle SPX Director, one Vinci Director and one Crescera Director. If such a quorum is not present within half an hour from the time appointed for the meeting, or if during a meeting such quorum ceases to be present, the meeting shall stand adjourned to the same day in the next week at the same time and place or at such time and place as determined by the Directors present at such meeting. If a quorum is not present at any such adjourned meeting within half an hour from the time appointed, then the meeting shall proceed. A person who holds office as an alternate Director shall, if his appointor is not present, be counted in the quorum. A Director who also acts as an alternate Director shall, if his appointor is not present, count twice towards the quorum, but one such Director shall not constitute a quorum on his own.

[…]

44	Business Opportunities

To the fullest extent permitted by applicable law and except as may be otherwise expressly agreed in writing by the Company, on the one hand, and Carlyle SPX, the Vinci Group, Crescera or the Neuberger Berman Group, on the other hand, the Company, on behalf of itself and its subsidiaries, renounces and waives any interest or expectancy of the Company and its subsidiaries in, or in being offered an opportunity to participate in, directly or indirectly, any potential transactions, matters or business opportunities (including, without limitation, any business activities or lines of business that are the same as or similar to those pursued by, or competitive with, the Company or any of its subsidiaries or any dealings with customers or clients of the Company or any of its subsidiaries) that are from time to time presented to Carlyle SPX, the Vinci Group, Crescera or the Neuberger Berman Group or any of their respective officers, directors, employees, agents, stockholders, members, partners, affiliates or subsidiaries (other than the Company and its subsidiaries), even if the transaction, matter or opportunity is one that the Company or its subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so. None of Carlyle SPX, the Vinci Group, Crescera nor the Neuberger Berman Group, nor any of their respective officers, directors, employees, agents, stockholders, members, partners, affiliates or subsidiaries shall be liable to the Company or any of its subsidiaries for breach of any fiduciary or other duty, as a director or officer or otherwise, by reason of the fact that such person pursues, acquires or participates in such business opportunity, directs such business opportunity to another person or fails to present such business opportunity, or information regarding such business opportunity, to the Company or its subsidiaries, unless, in the case of any such person who is a Director or officer of the Company, such business opportunity is expressly offered to such Director or officer in writing solely in his or her capacity as a Director or officer of the Company.

[…]

Annex A-2

ANNEX B

FORM OF LOCK-UP AGREEMENT TO QPA AMENDMENT SIGNATORIES

3.1 As Partes acordam que os Vendedores não poderão ofertar, vender, transferir, contratar a venda, dar em garantia, celebrar qualquer contrato de swap, hedge ou qualquer acordo que transfira a Terceiros,alugar ou de outro modo dispor, direta ou indiretamente, das ações ordinárias (common shares) de emissão da Garantidora recebidas na Data de Fechamento a título de Preço em Ações à Vista (nos termos da Cláusula 3.1(c)(i)) do Contrato, a qualquer título, total ou parcialmente, até 20 de novembro de 2023. Dessa forma, as Partes decidem incluir a Cláusula 13.7 no Contrato, que terá a redação abaixo:

“13.7. Lock-Up. Os Vendedores não poderão ofertar, vender, transferir, contratar a venda, dar em garantia, celebrar qualquer contrato de swap, hedgeou qualquer acordo que transfira a Terceiros, alugar ou de outro modo dispor, direta ou indiretamente, das ações ordinárias (common shares) de emissão da Garantidora recebidas na Data de Fechamento a título de Preço em Ações à Vista (nos termos da Cláusula 3.1(c)(i)), a qualquer título, total ou parcialmente, até 20 de novembro de 2023. Caso aplicável, cada Vendedor se obriga a fazer com que uma sociedade por ele Controlada que tenha recebido Preço em Ações à Vista na Data de Fechamento observe as restrições contidas nesta Cláusula 13.7 durante a sua vigência.

13.7.1. A Companhia realizará junto ao agente fiduciário aplicável (transfer agent) o averbamento da restrição prevista na Cláusula 13.7 acima.

Annex A-3

SCHEDULE 1

PURCHASERS

Purchaser Name

Investment

Purchase
Price

Number of Base Securities

CRESCERA GROWTH CAPITAL MASTER V
FUNDO DE INVESTIMENTO EM PARTICIPAÇÕES MULTIESTRATÉGIA

188,000,000

82.50

2,278,787

CRESCERA GROWTH CAPITAL V COINVESTIMENTO III FUNDO DE INVESTIMENTO EM PARTICIPAÇÕES MULTIESTRATÉGIA

112,000,000

82.50

1,357,576

Total

300,000,000

82.50

3,636,363

Schedule 1-1

SCHEDULE 4.02(b)

QPA AMENDMENT SIGNATORIES

•

Estate (espólio) of Neiva Pavan M. Garcia

•

Wilson de Matos Silva Filho

•

Claudia Elaine G. Custódio

•

Claudio Ferdinandi

•

Carlos Eduardo Garcia

•

Marta Beatriz T. Ferdinandi

•

Cassio Eugenio Garcia

•

Claudio Alexandre Ferdinandi

•

Camilo Evandro Garcia

•

Estate (espólio) of Jorge Brihy

•

Wilson de Matos Silva

•

Sandra Rejane Gomes Miessa

•

Ludhiana E. de M. Garbugio

•

Fernando Di Genio Barbosa

•

Weslley Kendrick Silva

•

Luciana Di Genio Barbosa

•

Wiliam Victor K. de M. Silva

•

Silvia Di Genio Barbosa

Schedule 4.02(b) - 1

EXHIBIT A

FORM OF JOINDER

The undersigned is executing and delivering this Joinder pursuant to that certain Investment Agreement, dated as of September 27, 2022 (as amended, restated, supplemented or otherwise modified in accordance with the terms thereof, the “Investment Agreement”), by and among Vitru Limited, the Purchasers named on Schedule 1 thereto and any other Persons who become a party thereto in accordance with the terms thereof. Capitalized terms used but not defined in this Joinder shall have the respective meanings ascribed to such terms in the Investment Agreement.

By executing and delivering this Joinder to the Investment Agreement, the undersigned hereby adopts and approves the Investment Agreement and agrees, effective commencing on the date hereof, to become a party to, and to be bound by and comply with the provisions of, the Investment Agreement applicable to the Purchaser in the same manner as if the undersigned were an original Purchaser signatory to the Investment Agreement.

The undersigned acknowledges and agrees the entirety of the Investment Agreement is incorporated herein by reference, mutatis mutandis.

[Remainder of page intentionally left blank]

A-1

Accordingly, the undersigned has executed and delivered this Joinder as of the __ day of ____________, _____.


[•]		•

By:
		Name:[•]
		Title:
		Address:


		Telephone:
		Facsimile:
		Email:

A-2

EX-99.C 4 d429161dex99c.htm EX-99.C EX-99.C

Exhibit 99.C

EXECUTION VERSION

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

VITRU LIMITED

dated as of November 10, 2022


1.	Definitions and Interpretations		4

	(a)	Definitions	4

	(b)	Interpretations	7

2.	Incidental Registrations		8

	(a)	Right to Include Registrable Securities	8

	(b)	Priority in Incidental Registrations	8

3.	Registration on Request		9

	(a)	Request by the Demand Party	9

	(b)	Priority on Demand Registration	9

	(c)	Cancellation of a Demand Registration	10

	(d)	Limitations on Demand Registrations	10

	(e)	Postponements in Requested Registrations	10

	(f)	Short-Form Registrations	11

	(g)	Shelf Take-Downs	12

	(h)	Registration Statement Form	12

	(i)	Selection of Underwriters	13

4.	Registration Procedures		13

5.	Hedging Transactions		17

6.	Indemnification		17

	(a)	Indemnification by the Issuer	17

	(b)	Indemnification by Holder of Registrable Securities	18

	(c)	Conduct of Indemnification Proceedings	18

	(d)	Contribution	19

	(e)	Deemed Underwriter	19

	(f)	Other Indemnification	19

	(g)	Non-Exclusivity	19

	(h)	Primacy of Indemnification	19

7.	Registration Expenses		20

8.	Rule 144		20

9.	Certain Additional Agreements		20


10.	Miscellaneous		20

	(a)	Termination	20

	(b)	Holdback Agreement	20

	(c)	Opt-Out Notice	21

	(d)	Amendments and Waivers	21

	(e)	Successors, Assigns and Transferees	21

	(f)	Notices	22

	(g)	Further Assurances	24

	(h)	Preservation of Rights	24

	(i)	Entire Agreement; No Third Party Beneficiaries	24

	(j)	Governing Law; Jurisdiction and Forum; Waiver of Jury Trial	24

	(k)	Severability	24

	(l)	Enforcement	25

	(m)	Titles and Subtitles	25

	(n)	No Recourse	25

	(o)	Counterparts; Facsimile Signatures	25

Exhibit A — Joinder Agreement

This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of November 10, 2022 by and among Vitru Limited, a Cayman Islands exempted company (the “Issuer”), Mundi Holdings I, L.L.C., Mundi Holdings II, L.L.C. (collectively, “Carlyle SPX”), Vinci Capital Partners II, J Beta Fundo de Investimento em Participações Multiestratégia, Agresti Investments LLC, Botticelli Investments LLC, Caravaggio Investments LLC and Raffaello Investments LLC (collectively, “Vinci”), Crescera Growth Capital Master V Fundo de Investimento em Participações Multiestratégia and Crescera Growth Capital V Coinvestimento III Fundo de Investimento em Participações Multiestratégia (collectively, “Crescera” and, together with Carlyle SPX and Vinci, the “Principal Investors” and each, a “Principal Investor”) and NB Verrocchio LP (“Neuberger” and, together with Carlyle SPX, Vinci and Crescera, each, an “Investor” and collectively, the “Investors”), and any Person who becomes a party hereto pursuant to Section 10(e). Capitalized terms used herein shall have the meaning assigned to such terms in the text of this Agreement or in Section 1.

WHEREAS, the Issuer, Carlyle SPX, Vinci and Neuberger are party to that certain Registration Rights Agreement, dated as of September 17, 2020 (the “Original RRA”);

WHEREAS, the Issuer and Crescera entered into that certain Investment Agreement, dated as of September 27, 2022 (as it may be amended, supplemented or otherwise modified from time to time, the “Investment Agreement”), pursuant to which Crescera has agreed to subscribe for common shares of the Issuer (the “Crescera Investment”);

WHEREAS, in connection with the Crescera Investment, the Issuer, Carlyle SPX, Vinci and Neuberger wish to amend the Original RRA to include Crescera as party, in its capacity as Principal Investor, as well as to grant certain rights to Crescera.

NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual promises hereafter set forth, the parties hereby agree that the Original RRA is hereby amended and restated in its entirety, as of and contingent upon the closing of the Crescera Investment, as follows:

AGREEMENT

1. Definitions and Interpretations.

(a) Definitions. As used in this Agreement, the following capitalized terms shall have the following respective meanings:

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with, such person as of the date on which, or at any time during the period for which, the determination of affiliation is being made (including any investment fund the primary investment advisor to which is such Person or an Affiliate thereof); provided, that for purposes of this Agreement, no Holder shall be deemed an Affiliate of the Issuer or any of its Subsidiaries.

“Agreement” has the meaning given to such term in the Preamble, as the same may be amended, supplemented or restated from time to time.

“Automatic Shelf Registration Statement” has the meaning given to such term in Section 3(f)(iii).

“Board” means the Board of Directors of the Issuer.

“Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in New York City.

“Common Shares” means any and all common shares, par value US$0.00005 per share, of the Issuer.

“control” (including the terms “controlling”, “controlled by” and “under common control with”), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise.

“Covered Person” has the meaning given to such term in Section 6(a).

“Demand Follow-Up Notice” has the meaning given to such term in Section 3(a).

“Demand Notice” has the meaning given to such term in Section 3(a).

“Demand Registration” has the meaning given to such term in Section 3(a).

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor statute thereto and the rules and regulations of the SEC promulgated thereunder.

“FINRA” means the Financial Industry Regulatory Authority.

“Free Writing Prospectus” has the meaning given to such term in Section 4(a).

“Holdback Period” means, except as otherwise set forth in Section 10(b), in connection with a registered offering covered by this Agreement, ninety (90) days after and during the seven (7) days before, the effective date of the related Registration Statement or, in the case of a takedown from a Shelf Registration Statement that is a Shelf Underwritten Offering, ninety (90) days after the date of the Prospectus supplement filed with the SEC in connection with such takedown and during such prior period (not to exceed seven (7) days) as the Issuer has given reasonable written notice to the holder of Registrable Securities; provided, however, that references in this definition to “ninety (90) days” shall be replaced with (i) “forty-five (45) days” for the second offering covered by this Agreement and (ii) “thirty (30) days” for the third and subsequent offerings covered by this Agreement; provided further, that notwithstanding this definition, a shorter period of time may be negotiated in the lock-up agreement for the Underwritten Offering if all Holders are subject to the same reduced lock-up period.

“Holder” means (i) any of the Investors, (ii) any other Person entitled to incidental or piggyback registration rights hereunder upon entering into a Joinder Agreement substantially in the form of Exhibit A hereto or (iii) any direct or indirect transferee of a Holder who has acquired Registrable Securities from a Holder and who has entered into a Joinder Agreement substantially in the form of Exhibit A hereto.

“Indemnified Party” has the meaning given to such term in Section 6(c).

“Indemnifying Party” has the meaning given to such term in Section 6(c).

“Indemnitors” has the meaning given to such term in Section 6(h).

“Inspector” has the meaning given to such term in Section 4(p).

“Investor” and “Investors” have the meaning given to such terms in the Preamble.

“Issuer” has the meaning given to such term in the Preamble.

“Losses” has the meaning given to such term in Section 6(a).

“Opt-Out Notice” has the meaning given to such term in Section 10(c).

“Parties” means the parties to this Agreement.

“Permitted Transferee” means, with respect to any Holder, (x) an Affiliate (other than any “portfolio company” described below) of such Holder, and (y) in the case of a Holder that is a partnership, limited liability company or any foreign equivalent thereof, any partner, member or foreign equivalent thereof of such Holder (provided that such Transfer is made in a pro rata distribution in accordance with the applicable partnership agreement, limited liability company agreement or foreign equivalent thereof, as the case may be); provided, however, that any such transferee shall agree in a writing in the form attached as Exhibit A hereto to be bound by and to comply with all applicable provisions of this Agreement; provided, further, however, that in no event shall (A) the Issuer or any of its Subsidiaries or (B) any “portfolio company” (as such term is customarily used among institutional investors) of any Holder or any entity controlled by a portfolio company of any Holder constitute a “Permitted Transferee”.

“Person” means any individual, partnership, joint venture, corporation, limited liability company, trust, unincorporated organization, government or any department or agency thereof or any other entity.

“Principal Investor” and “Principal Investors” have the meaning given to such terms in the Preamble.

“Prospectus” means the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, relating to Registrable Securities, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such prospectus.

“Records” has the meaning given to such term in Section 4(p).

“Registrable Securities” means any Common Shares held by a Holder and any Common Shares issued or issuable, directly or indirectly, with respect to the Common Shares held by a Holder by way of exchange thereof or stock dividends, stock splits or in connection with a combination of shares, reclassification, recapitalization, merger, consolidation or other reorganization. As to any particular Registrable Securities, once issued such securities shall cease to be Registrable Securities when (i) they are disposed of pursuant to an effective Registration Statement under the Securities Act, (ii) they are sold to the public pursuant to Rule 144 (or other exemption from registration under the Securities Act), (iii) they shall have ceased to be outstanding, or (iv) they have been sold in a private transaction in which the transferor’s rights under this Agreement are not assigned to the transferee of the securities.

“Registration Statement” means any registration statement of the Issuer filed with the SEC under the Securities Act which covers any of the Registrable Securities pursuant to the provisions of this Agreement, including any Prospectus, Free Writing Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

“Rule 144” means Rule 144 under the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

“Rule 158” means Rule 158 under the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

“Rule 163B” means Rule 163B under the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

“Rule 405” means Rule 405 under the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

“Rule 415” means Rule 415 under the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

“Rule 424” means Rule 424 under the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

“Rule 430A” means Rule 430A under the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

“Rule 430B” means Rule 430B under the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

“Rule 433” means Rule 433 under the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

“SEC” means the U.S. Securities and Exchange Commission or any other federal agency at the time administering the Securities Act or the Exchange Act.

“Securities Act” means the Securities Act of 1933, as amended, and any successor statute thereto and the rules and regulations of the SEC promulgated thereunder.

“Shelf Registration Statement” has the meaning given to such term in Section 3(f)(i).

“Shelf Underwritten Offering” has the meaning given to such term in Section 3(g).

“Short-Form Registration” has the meaning given to such term in Section 3(f)(i).

“Subsidiary” means (i) any corporation of which a majority of the securities entitled to vote generally in the election of directors thereof, at the time as of which any determination is being made, are owned by another entity, either directly or indirectly and (ii) any joint venture, general or limited partnership, limited liability company or other legal entity in which an entity is the record or beneficial owner, directly or indirectly, of a majority of the voting interests or the general partner.

“Suspension Event” has the meaning given to such term in Section 3(e).

“Take-Down Notice” has the meaning given to such term in Section 3(g).

“Testing-the-Waters Communication” has the meaning given to such term in Section 6(a).

“Transfer” means, directly or indirectly, to sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of, either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition of, any Common Shares beneficially owned by a Person or any interest in any Common Shares beneficially owned by a Person. In the event that any Holder that is a corporation, partnership, limited liability company or other legal entity (other than an individual, trust or estate) ceases to be, directly or indirectly, controlled by the Person controlling such Holder as of the date hereof or a Permitted Transferee thereof, such event shall be deemed to constitute a “Transfer” subject to the restrictions on Transfer contained or referenced herein; provided, however that, with respect to any Investor or any Affiliate thereof that is an investment fund, a change of control of the direct or indirect general partner or investment advisor of such investment fund shall not constitute a Transfer.

“Underwritten Offering” means an offering registered under the Securities Act in which Common Shares are sold to one or more underwriters for reoffering to the public.

“WKSI” has the meaning given to such term in Section 3(f)(iii).

(b) Interpretations. For purposes of this Agreement, unless otherwise noted:

(i) All references to laws, rules, regulations and forms in this Agreement shall be deemed to be references to such laws, rules, regulations and forms, as amended from time to time or, to the extent replaced, the comparable successor laws, rules, regulations and forms thereto in effect at the time.

(ii) All references to agencies, self-regulatory organizations or governmental entities in this Agreement shall be deemed to be references to the comparable successor thereto.

(iii) All references to agreements and other contractual instruments shall be deemed to be references to such agreements or other instruments as they may be amended, waived, supplemented or modified from time to time.

(iv) All references to any amount of securities (including Registrable Securities) shall be deemed to be a reference to such amount measured on an as-converted or as-exercised basis.

2. Incidental Registrations.

(a) Right to Include Registrable Securities. If the Issuer determines to register its Common Shares under the Securities Act (other than pursuant to a Registration Statement filed by the Issuer on Form F-4 or S-8, or any successor or other forms promulgated for similar purposes or filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan), whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it will, at each such time, give prompt written notice to all Holders of Registrable Securities of its intention to do so and of such Holders’ rights under this Section 2. Upon the written request of any such Holder made within fifteen (15) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method or methods of disposition thereof), the Issuer will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Issuer has been so requested to register by the Holders thereof; provided that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Issuer shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Issuer may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the expenses in connection therewith) without prejudice to the rights of the Holders to request that such registration be effected as a registration under Section 3, and (ii) if such registration involves an Underwritten Offering, all Holders of Registrable Securities requesting to be included in the Issuer’s registration must sell their Registrable Securities to the underwriters selected by the Issuer on the same terms and conditions as apply to the Issuer and the other Holders selling Registrable Securities in such Underwritten Offering, with such differences, including any with respect to indemnification, as may be customary or appropriate in combined primary and secondary offerings, provided, further that (x) no Holder shall be required to make any representations or warranties other than those related to title and ownership of, and power and authority to transfer, shares and as to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Issuer or the managing underwriter(s) by such Person pertaining exclusively to such Holder and (y) no Holder shall be required to agree to any indemnification obligations on the part of such Holder that are greater than its obligations pursuant to Section 6 hereof. The Issuer shall not be required to maintain the effectiveness of the Registration Statement for a registration requested pursuant to this Section 2(a) beyond the earlier to occur of (i) 180 days after the effective date thereof and (ii) consummation of the distribution by the Holders of the Registrable Securities included in such Registration Statement. Any Holder of Registrable Securities who has elected to sell Registrable Securities in an offering pursuant to this Section 2 shall be permitted to withdraw from such registration by written notice to the Issuer at least two (2) business days prior to the anticipated pricing date.

(b) Priority in Incidental Registrations. The Issuer shall use reasonable efforts to cause the managing underwriter(s) of a proposed Underwritten Offering to permit Holders of Registrable Securities who have requested to include Registrable Securities in such offering to include in such offering all Registrable Securities so requested to be included on the same terms and conditions as any other shares of capital stock, if any, of the Issuer included in the offering. Notwithstanding the foregoing, if the managing underwriter(s) of such Underwritten Offering have informed the Issuer in writing that in its good faith opinion the total number or dollar amount of securities that such Holders and the Issuer intend to include in such offering is such as to likely have a material adverse effect on the timing, price or distribution of such offering, then there shall be included in such Underwritten Offering the number or dollar amount of Registrable Securities that in the good faith opinion of such managing underwriter(s) can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows: (A) if such Underwritten Offering occurs prior to and including December 31, 2024, (i) first, all securities of the Issuer requested to be included by the Issuer in such registration; (ii) second, all securities of the Issuer requested to be included by each of Carlyle SPX, Vinci and Neuberger and their respective Affiliates, pro rata among such Holders on the basis of the percentage of Registrable Securities requested to be included in such registration by such Holders; (iii) third, all securities of the Issuer requested to be included by each of Crescera and its Affiliates, pro rata among such Holders on the basis of the percentage of Registrable Securities requested to be included in such registration by such Holders; and (iv) fourth, all securities of the Issuer requested to be included by the Holders of Registrable Securities (other than any Investor and its Affiliates) requesting such registration, pro rata among such Holders on the basis of the percentage of the Registrable Securities requested to be included in such registration by such Holders; (B) if such Underwritten Offering occurs after December 31, 2024, (i) first, all securities of the Issuer requested to be included by the Issuer in such registration; (ii) second, all securities of the Issuer requested to be included by each of Carlyle SPX, Vinci, Crescera and Neuberger and their respective Affiliates, pro rata among such Holders on the basis of the percentage of Registrable Securities requested to be included in such registration by such Holders; and (iii) third, all securities of the Issuer requested to be included by the Holders of Registrable Securities (other than any Investor and its Affiliates) requesting such registration, pro rata among such Holders on the basis of the percentage of the Registrable Securities requested to be included in such registration by such Holders.

3. Registration on Request.

(a) Request by the Demand Party. Subject to Section 3(d), each of the Principal Investors and its Affiliates that is a Holder of Registrable Securities shall have the right to require the Issuer to register, pursuant to the terms of this Agreement, under and in accordance with the provisions of the Securities Act, the number of Registrable Securities of such Holder and its Affiliates requested to be so registered pursuant to this Agreement, in each case by delivering written notice to the Issuer (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”). Subject to Section 3(d), following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(a), the Issuer shall use its reasonable best efforts to file a Registration Statement as promptly as practicable, but no later than within forty-five (45) days, and to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof.

No Demand Registration shall be deemed to have occurred for purposes of the first sentence of the preceding paragraph if (i) the Registration Statement relating thereto (x) does not become effective, (y) is not maintained effective for the period required pursuant to this Section 3, or (z) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period, (ii) more than 90% of the Registrable Securities requested by the demanding Holder to be included in such registration are not so included pursuant to Section 3(b) or (iii) the conditions to closing specified in any underwriting agreement, purchase agreement or similar agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or breach thereunder by such demanding Holder or its Affiliates) or otherwise waived by such demanding Holder.

Within five (5) Business Days after receipt by the Issuer of a Demand Notice in accordance with this Section 3(a), the Issuer shall give written notice (the “Demand Follow-Up Notice”) of such Demand Notice to all other Holders of Registrable Securities and shall, subject to the provisions of Section 3(b) hereof, include in such registration all Registrable Securities with respect to which the Issuer received written requests for inclusion therein within five (5) Business Days after such Demand Follow-Up Notice is given by the Issuer to such Holders.

All requests made pursuant to this Section 3 will specify the number of Registrable Securities to be registered and the intended method or methods of disposition thereof.

The Issuer shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 180 days after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the Holder of Registrable Securities refrains from selling any securities included in such Registration Statement at the request of the Issuer or an underwriter of the Issuer pursuant to the provisions of this Agreement.

(b) Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in an Underwritten Offering, and the managing underwriter(s), after consultation with external legal counsel and the Issuer, advise the Holders of such securities that in its good faith opinion the total number or dollar amount of Registrable Securities proposed to be sold in such offering (including, without limitation, securities proposed to be included by other Holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights) is such as to adversely affect the success of such offering, then there shall be included in such Underwritten Offering the number or dollar amount of Registrable Securities that in the good faith opinion of such managing underwriter(s) can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows:

(A) if such Underwritten Offering occurs prior to and including December 31, 2024:

(i) first, to each of Carlyle SPX, Vinci and Neuberger and their respective Affiliates requesting such registration (whether pursuant to a Demand Notice or pursuant to incidental or piggyback registration rights) pro rata among such Holders on the basis of the percentage of Registrable Securities requested to be included in such registration by such Holders, until with respect to each such Holder, all Registrable Securities requested for registration by such Holders have been included in such registration;

(ii) second, to Crescera and its Affiliates requesting such registration (whether pursuant to a Demand Notice or pursuant to incidental or piggyback registration rights) pro rata among such Holders on the basis of the percentage of Registrable Securities requested to be included in such registration by such Holders, until with respect to each such Holder, all Registrable Securities requested for registration by such Holders have been included in such registration;

(iii) third, among the Holders of Registrable Securities (other than any Investor and its Affiliates) requesting such registration pursuant to incidental or piggyback registration rights, pro rata on the basis of the percentage of Registrable Securities requested to be included in such Registration Statement by such Holders, until, with respect to each such Holder, all Registrable Securities requested for registration by such Holders have been included in such registration; and

(iv) fourth, the securities for which inclusion in such Demand Registration was requested by the Issuer.

(B) if such Underwritten Offering occurs after December 31, 2024:

(i) first, to each of Carlyle SPX, Vinci, Crescera and Neuberger and their respective Affiliates requesting such registration (whether pursuant to a Demand Notice or pursuant to incidental or piggyback registration rights) pro rata among such Holders on the basis of the percentage of Registrable Securities requested to be included in such registration by such Holders, until with respect to each such Holder, all Registrable Securities requested for registration by such Holders have been included in such registration;

(ii) second, among the Holders of Registrable Securities (other than any Investor and its Affiliates) requesting such registration pursuant to incidental or piggyback registration rights, pro rata on the basis of the percentage of Registrable Securities requested to be included in such Registration Statement by such Holders, until, with respect to each such Holder, all Registrable Securities requested for registration by such Holders have been included in such registration; and

(iii) third, the securities for which inclusion in such Demand Registration was requested by the Issuer.

(c) Cancellation of a Demand Registration. Each Holder that submitted a Demand Notice pursuant to a particular offering and the Holders of a majority of the Registrable Securities that are to be registered in a particular offering pursuant to this Section 3 shall have the right, prior to the effectiveness of the Registration Statement, to notify the Issuer that it or they, as the case may be, have determined that the Registration Statement be abandoned or withdrawn, in which event the Issuer shall abandon or withdraw such Registration Statement. Any Holder of Registrable Securities who has elected to sell Registrable Securities in an Underwritten Offering pursuant to this Section 3 (including the Holder who delivered the Demand Notice of such registration) shall be permitted to withdraw from such registration by written notice to the Issuer at least two (2) Business Days prior to the effective date of the Registration Statement filed in connection with such registration, or, in the case of an Underwritten Offering, at least two (2) Business Days prior to the anticipated pricing date.

(d) Limitations on Demand Registrations. The Principal Investors and their Affiliates shall, collectively, be entitled to initiate no more than four (4) Demand Registrations (other than Short-Form Registrations and shelf take-downs to effect a Shelf Underwritten Offering), provided that neither (1) Carlyle SPX or its Affiliates that are Holders of Registrable Securities, on the one hand, nor (2) Vinci or its Affiliates that are Holders of Registrable Securities, on the other hand, nor (3) Crescera or its Affiliates that are Holders of Registrable Securities, on the other hand, may request more than two (2) of such four (4) Demand Registrations, unless otherwise agreed to by Carlyle SPX, Vinci and Crescera. With respect to each Demand Registration, the Registrable Securities requested to be registered pursuant to Section 3(a) (including, for the avoidance of doubt, the Registrable Securities requested to be registered in addition to the Registrable Securities of the demanding Holder) must represent the lesser of (i) an aggregate offering price of Registrable Securities that is reasonably expected to equal at least US$25,000,000 or (ii) all of the remaining Registrable Securities owned by the demanding Principal Investor and its Affiliates that are Holders of Registrable Securities.

(e) Postponements in Requested Registrations. If the filing, initial effectiveness or continued use of a Registration Statement, including a Shelf Registration Statement, with respect to a Demand Registration would require the Issuer to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Issuer (after consultation with external legal counsel) (i) would be required to be made in any Registration Statement so that such Registration Statement would not contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement and (iii) would reasonably be expected to have a material

adverse effect on the Issuer or its business or on the Issuer’s ability to effect a bona fide material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction (collectively, “Suspension Events”), and the Issuer furnishes to the Holders a certificate signed by the Chief Executive Officer or any other senior executive officer of the Issuer stating such, then the Issuer may, upon giving prompt written notice of such action to the Holders participating in such registration, delay the filing or initial effectiveness (but not the preparation) of, or suspend use of, such Registration Statement; provided that (i) the Issuer shall be permitted to do so on only two (2) occasions in any 6-month period for a period not to exceed the earlier of (A) the termination of any such Suspension Event and (B) forty-five (45) days following notice of any such Suspension Event and (ii) the Issuer may not postpone or suspend for periods exceeding, in the aggregate, sixty (60) days during any 12-month period. In the event that the Issuer exercises its rights under the preceding sentence, such Holders agree to suspend, promptly upon receipt of the notice referred to above, the use of any Prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. Issuer covenants and agrees that it shall not deliver a suspension notice with respect to a suspension period unless all of Issuer’s employees, officers and directors who are subject to Issuer’s insider trading policy, and who are prohibited by the terms thereof from effecting any public sales of securities of Issuer beneficially owned by them, are so prohibited for the duration of such suspension period. If the Issuer so postpones the filing of a Prospectus or the effectiveness of a Registration Statement, the demanding Holder shall be entitled to withdraw such request and, if such request is withdrawn, such registration request shall not count for the purposes of the limitations set forth in Section 3(d). The Issuer shall promptly give the Holders requesting registration thereof pursuant to this Section 3 written notice of any postponement made in accordance with the preceding sentence.

(f) Short-Form Registrations.

(i) The Issuer shall use its reasonable best efforts to qualify for registration on Form F-3 or any comparable or successor form or forms or any similar short-form registration (a “Short-Form Registration”), and, if requested by any Investor or its Affiliates that are Holders of Registrable Securities and available to the Issuer, such Short-Form Registration shall be a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis of, the Registrable Securities, pursuant to Rule 415 or otherwise (a “Shelf Registration Statement”). Each Principal Investor and its Affiliates that are Holders of Registrable Securities shall be entitled to request an unlimited number of Short-Form Registrations, if available to the Issuer, with respect to the Registrable Securities held by such requesting Holder and its Affiliates in addition to the other registration rights provided in Section 2 and this Section 3; provided, however, that the Principal Investors and their Affiliates that are Holders of Registrable Securities may not require the Issuer to effect more than three (3) Short-Form Registrations collectively in any 12-month period, if at least (A) one (1) such Short-Form Registration in such 12-month period was initiated by Carlyle SPX or its Affiliates that are Holders of Registrable Securities; (B) at least one (1) such Short-Form Registration in such 12-month period was initiated by Vinci or its Affiliates that are Holders of Registrable Securities; or (C) at least one (1) such Short-Form Registration in such 12-month period was initiated by Crescera or its Affiliates that are Holders of Registrable Securities. In addition, Neuberger shall be entitled to request one (1) Short-Form Registration by means of a Shelf Registration Statement, if available to the Issuer, with respect to the Registrable Securities held by Neuberger and its Affiliates. If any Demand Registration is proposed by the demanding Holder to be a Short-Form Registration and an Underwritten Offering, and if the managing underwriter(s) shall advise the Issuer and the Holders that, in its good faith opinion, it is of material importance to the success of such proposed offering to file a registration statement on Form F-1 (or any successor or similar registration statement) or to include in such registration statement information not required to be included in a Short-Form Registration, then the Issuer shall file a registration statement on Form F-1 or supplement the Short-Form Registration as reasonably requested by such managing underwriter(s). No such registration nor any other Short-Form Registration shall count as a Demand Registration for purposes of calculating how many Demand Registrations the Principal Investors and their Affiliates have initiated pursuant to the provisions of Section 3.

(ii) Upon filing any Short-Form Registration, the Issuer shall use its reasonable best efforts to keep such Short-Form Registration effective with the SEC at all times and to re-file such Short-Form Registration upon its expiration, and to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing any Prospectus related to such Short-Form Registration as may be reasonably requested by any Investor or any of its Affiliates that is a Holder of Registrable Securities or as otherwise required, until such time as all Registrable Securities that could be sold in such Short-Form Registration have been sold or are no longer outstanding. To the extent that the Issuer becomes ineligible to use Form F-3, the Issuer shall file a “shelf” registration statement on Form F-1 not later than forty-five (45) days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable.

(iii) To the extent the Issuer is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at the time any Demand Notice for a Short-Form Registration is submitted to the Issuer and such Demand Notice requests that the Issuer file a Shelf Registration Statement, the Issuer shall file an automatic shelf registration statement (as defined in Rule 405) on Form

F-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, which covers the number or class of Registrable Securities which are requested to be registered. If registering a number of Registrable Securities, the Issuer shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. The Issuer shall use its reasonable best efforts to remain a WKSI (and not to become an ineligible issuer (as defined in Rule 405)) during the period during which any Automatic Shelf Registration Statement is effective. If at any time following the filing of an Automatic Shelf Registration Statement when the Issuer is required to re-evaluate its WKSI status the Issuer determines that it is not a WKSI, the Issuer shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement on Form F-3 or file a new Shelf Registration Statement on Form F-3 or, if such form is not available, Form F-1, have such Shelf Registration Statement declared effective by the SEC and keep such Registration Statement effective during the period during which such Short-Form Registration is required to be kept effective in accordance with Section 3(f)(ii). To the extent that the Issuer is eligible to file an Automatic Shelf Registration Statement and a Principal Investor or any of its Affiliates that is a Holder of Registrable Securities notifies the Issuer that it wishes to engage in a block sale off of such an Automatic Shelf Registration Statement and the Issuer does not have an Automatic Shelf Registration Statement related to the Registrable Securities, the Issuer shall use its commercially reasonable efforts to file an Automatic Shelf Registration Statement within five (5) days of such notification by such Holder or such other period of time as agreed between such Holder and the Issuer to the extent that the five-day filing is impracticable.

(g) Shelf Take-Downs. At any time that a Shelf Registration Statement covering Registrable Securities is effective, if any Principal Investor or its Affiliates delivers a notice to the Issuer (a “Take-Down Notice”) stating that it intends to effect an Underwritten Offering of all or part of its Registrable Securities included by it on the shelf registration statement (a “Shelf Underwritten Offering”), then the Issuer shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Registrable Securities by any other Holders pursuant to Section 3(g)(i)). Any Principal Investor and its Affiliates that are Holders of Registrable Securities shall be entitled to request an unlimited number of shelf take-downs to effect a Shelf Underwritten Offering, if available to the Issuer, with respect to the Registrable Securities held by such requesting Holder and its Affiliates in addition to the other registration rights provided in Section 2 and this Section 3. In connection with any Shelf Underwritten Offering:

(i) the Issuer shall also deliver the Take-Down Notice to all other Holders with securities included on such shelf registration statement (which Take-Down Notice shall be held in confidence by such Holders until the offering is publicly disclosed) and permit each such Holder to include its Registrable Securities included on the shelf registration statement in the Shelf Underwritten Offering if such Holder notifies the proposing Holder and the Issuer within (x) three (3) Business Days after distribution or dissemination (including via e-mail, if available) of the Take-Down Notice to such Holder or (y) in the event that such Take-Down Notice is for a block sale (including a block sale off of a Shelf Registration Statement or an effective Automatic Shelf Registration Statement, or in connection with the registration of a Holder’s Registrable Securities under an Automatic Shelf Registration Statement for purposes of effectuating a block sale), two (2) Business Days after distribution or dissemination (including via e-mail, if available) of the Take-Down Notice to such Holder;

(ii) in the event that the underwriter advises such requesting Holder and the Issuer in its good faith opinion that the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including, without limitation, adversely affect the per share offering price), then the underwriter may limit the number of shares which would otherwise be included in such take-down offering in the same manner as described in Section 3(b) with respect to a limitation of shares to be included in a registration; and

(iii) If at any time or from time to time, a Principal Investor desires to sell Registrable Securities in an Underwritten Offering pursuant to a Shelf Underwritten Offering, the underwriters, including the managing underwriter, shall be selected by such Principal Investor.

(h) Registration Statement Form. If any registration requested pursuant to this Section 3 which is proposed by the Issuer to be effected by the filing of a Registration Statement on Form F-3 (or any successor or similar short-form registration statement) shall be in connection with an underwritten public offering, and if the managing underwriter(s) shall advise the Issuer that, in its good faith opinion, the use of another form of Registration Statement is of material importance to the success of such proposed offering or is otherwise required by applicable law, then such registration shall be effected on such other form.

(i) Selection of Underwriters. If any Principal Investor or its Affiliates intends that the Registrable Securities requested to be covered by a Demand Registration requested by such Holder shall be distributed by means of an Underwritten Offering, such demanding Holder shall so advise the Issuer as a part of the Demand Notice, and the Issuer shall include such information in the Notice sent by the Issuer to the other Holders with respect to such Demand Registration. In such event, the lead underwriter to administer the offering shall be chosen by the demanding Holder following consultation with the Issuer. If the offering is underwritten, the right of any Holder to registration pursuant to this Section 3 will be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise agreed by the demanding Holder) and each such Holder will (together with the Issuer and the other Holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s)), provided that (A) no Holder shall be required to sell more than the number of Registrable Securities that such Holder has requested the Issuer to include in any registration and (B) if any Holder disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Issuer, the managing underwriter(s) and, in connection with an underwritten registration pursuant to this Section 3, the demanding Holder, provided further that no such Person (other than the Issuer) shall be required to make any representations or warranties other than those related to title and ownership of, and power and authority to transfer, shares and as to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Issuer or the managing underwriter(s) by such Person pertaining exclusively to such Holder. Notwithstanding the foregoing, no Holder shall be required to agree to any indemnification obligations on the part of such Holder that are greater than its obligations pursuant to Section 6.

4. Registration Procedures. If and whenever the Issuer is required to use its reasonable best efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Section 2 and Section 3, the Issuer shall effect such registration to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof, and pursuant thereto the Issuer shall cooperate in the sale of such Registrable Securities and shall, as expeditiously as reasonably possible:

(a) prepare and file, in each case as promptly as practicable, with the SEC a Registration Statement or Registration Statements on such form as shall be available for the sale of the Registrable Securities by the Holders thereof or by the Issuer in accordance with the intended method or methods of distribution thereof, make all required filings with FINRA, and, if such Registration Statement is not automatically effective upon filing, use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable and to remain effective as provided herein; provided, however, that before filing a Registration Statement or Prospectus or any amendments or supplements thereto (including free writing prospectuses under Rule 433 (each a “Free Writing Prospectus”)) and, to the extent reasonably practicable, documents that would be incorporated by reference or deemed to be incorporated by reference in a Registration Statement filed pursuant to a Demand Notice (other than a Shelf Registration Statement), the Issuer shall furnish or otherwise make available to the Holders of the Registrable Securities covered by such Registration Statement, their counsel and the managing underwriter(s), if any, copies of all such documents proposed to be filed (including exhibits thereto), which documents will be subject to the reasonable review and comment of such counsel, and such other documents reasonably requested by such counsel, including any comment letter from the SEC, and, if requested by such counsel, provide such counsel reasonable opportunity to participate in the preparation of such Registration Statement and each Prospectus included therein and such other opportunities to conduct a reasonable investigation within the meaning of the Securities Act, including reasonable access to the Issuer’s books and records, officers, accountants and other advisors. The Issuer will include comments to any Registration Statement and any amendments or supplements thereto from Holders of a majority in aggregate principal amount of the Registrable Securities covered by such Registration Statement, or their counsel, or the managing underwriters, if any, as reasonably requested on a timely basis. The Issuer shall not file any such Registration Statement or Prospectus, or any amendments or supplements thereto (including such documents that, upon filing, would be incorporated or deemed incorporated by reference therein and including Free Writing Prospectuses) with respect to a Demand Registration to which the demanding Holder or the Holders of a majority of the Registrable Securities covered by such Registration Statement (or their counsel) or the managing underwriter(s), if any, shall reasonably object, in writing, on a timely basis, unless, in the opinion of the Issuer, such filing is necessary to comply with applicable law;

(b) except in the case of a Shelf Registration Statement, prepare and file with the SEC such amendments, including post-effective amendments, and supplements to such Registration Statement and the Prospectus used in connection therewith and such Free Writing Prospectuses and Exchange Act reports as may be necessary to keep such Registration Statement continuously effective during the period provided herein and comply in all material respects with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement; and cause the related Prospectus to be supplemented by any Prospectus supplement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of the securities covered by such Registration Statement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act in each case, until such time as all of such securities have been disposed of in accordance with the intended method or methods of disposition by the seller or sellers thereof set forth in such Registration Statement;

(c) in the case of a Shelf Registration Statement, prepare and file with the SEC such amendments, including post-effective amendments, and supplements to such Shelf Registration Statement and the Prospectus used in connection therewith and such Free Writing Prospectuses and Exchange Act reports as may be necessary to keep such Shelf Registration Statement effective and to comply in all material respects with the provision of the Securities Act with respect to the disposition of the Registrable Securities subject thereto for the maximum period permitted by the rules of the SEC, and shall replace any Shelf Registration Statement at or before expiration.

(d) notify each selling Holder of Registrable Securities, its counsel and the managing underwriter(s), if any, promptly after the Issuer receives notice thereof (i) when a Prospectus or any Prospectus supplement or post-effective amendment or any Free Writing Prospectus has been filed, and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the SEC or any other federal or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus or for additional information, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceedings for that purpose, (iv) if at any time the Issuer has reason to believe that the representations and warranties of the Issuer contained in any agreement (including any underwriting agreement) contemplated by Section 4(o) below cease to be true and correct, (v) of the receipt by the Issuer of any notification with respect to the suspension of the qualification or exemption from qualification of such Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose, and (vi) of the happening of any event that makes any statement made in such Registration Statement or related Prospectus, Free Writing Prospectus, amendment or supplement thereto, or any document incorporated or deemed to be incorporated therein by reference, as then in effect, untrue in any material respect or that requires the making of any changes in such Registration Statement, Prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (which notice shall notify the selling Holders only of the occurrence of such an event and shall provide no additional information regarding such event to the extent such information would constitute material non-public information);

(e) use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement, or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction at the earliest date reasonably practical;

(f) if requested by the managing underwriter(s), if any, a Holder making a Demand Notice with respect to such offering or the Holders of a majority of the then issued and outstanding Registrable Securities being sold in connection with an Underwritten Offering, promptly include in a Prospectus supplement or post-effective amendment such information as the managing underwriter(s), if any, or such Holder or Holders, as the case may be, may reasonably request in order to facilitate the disposition of the Registrable Securities in accordance with the intended method or methods of distribution of such securities set forth in the Registration Statement and make all required filings of such Prospectus supplement or such post-effective amendment as soon as practicable after the Issuer has received such request; provided, however, that the Issuer shall not be required to take any actions under this Section 4(f) that are not, in the opinion of counsel for the Issuer, in compliance with applicable law;

(g) deliver to each selling Holder of Registrable Securities, its counsel, and the underwriters, if any, without charge, as many copies of the Prospectus or Prospectuses (including each form of Prospectus) and each amendment or supplement thereto (including any Free Writing Prospectus) as such Persons may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities in accordance with the intended method or methods of disposition thereof; and the Issuer, subject to the last paragraph of this Section 4, hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any such amendment or supplement thereto;

(h) prior to any public offering of Registrable Securities, use its reasonable best efforts to register or qualify or cooperate with the selling Holders of Registrable Securities, the underwriters, if any, and their respective counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions within the United States as any seller or underwriter reasonably requests in writing and to keep each such registration or qualification (or exemption therefrom) effective during the period such Registration Statement is

required to be kept effective and to take any other action that may be necessary or advisable to enable such Holders of Registrable Securities to consummate the disposition of such Registrable Securities in such jurisdiction in accordance with the intended method or methods of disposition thereof; provided, however, that the Issuer will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 4(h), (ii) subject itself to taxation in any jurisdiction wherein it is not so subject or (iii) take any action that would subject it to general service of process in any such jurisdiction where it is not then so subject (other than service of process in connection with such registration or qualification or any sale of Registrable Securities in connection therewith);

(i) cooperate with the selling Holders of Registrable Securities and the managing underwriter(s), if any, to facilitate the timely preparation and delivery of certificates (not bearing any legends unless required under applicable law) representing Registrable Securities to be sold, and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriter(s), if any, or Holders may request at least two (2) Business Days prior to any sale of Registrable Securities in a firm commitment public offering, but in any other such sale, within ten (10) Business Days prior to having to issue the securities;

(j) use its reasonable best efforts to cause the Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities within the United States as may be necessary in light of the business or operations of the Issuer to enable the seller or sellers thereof or the managing underwriter(s), if any, to consummate the disposition of such Registrable Securities, in accordance with the intended method or methods thereof, except as may be required solely as a consequence of the nature of such selling Holder’s business, in which case the Issuer will cooperate in all reasonable respects with the filing of such Registration Statement and the granting of such approvals, as may be necessary to enable the seller or sellers thereof or the underwriters, if any, to consummate the disposition of such Registrable Securities in accordance with the intended method or methods thereof;

(k) upon the occurrence of any event contemplated by Section 4(d)(vi) above, promptly prepare a supplement or post-effective amendment to the Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(l) prior to the effective date of the Registration Statement relating to the Registrable Securities, provide a CUSIP number for the Registrable Securities;

(m) provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities from and after the effective date of such Registration Statement. In connection therewith, if required by the Issuer’s transfer agent, the Issuer will promptly after the effective date of the Registration Statement, cause an opinion of counsel as to the effectiveness of the Registration Statement to be delivered to and maintained with such transfer agent, together with any other authorizations, certificates and directions required by the transfer agent which authorize and direct the transfer agent to issue such Registrable Securities without any such legend upon sale by the Holder or the underwriter or managing underwriter of an Underwritten Offering of Registrable Securities, if any, of such Registrable Securities under the Registration Statement;

(n) use its reasonable best efforts to cause all shares of Registrable Securities covered by such Registration Statement to be listed on a national securities exchange if shares of the particular class of Registrable Securities are at that time listed on such exchange, prior to the effectiveness of such Registration Statement;

(o) enter into such agreements (including an underwriting agreement in form, scope and substance as is customary in Underwritten Offerings) and take all such other customary actions reasonably requested by a Holder submitting a Demand Notice with respect to such offering or the Holders of a majority of the Registrable Securities being sold in connection therewith (including those reasonably requested by the managing underwriter(s), if any) to expedite or facilitate the disposition of such Registrable Securities, and in such connection, whether or not an underwriting agreement is entered into and whether or not the registration is an underwritten registration, (i) make such representations and warranties to the Holders of such Registrable Securities and the underwriters, if any, with respect to the business of the Issuer and its Subsidiaries, and the Registration Statement, Prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, in form, substance and scope as are customarily made by issuers to underwriters in Underwritten Offerings, and, if true, confirm the same if and when reasonably requested, (ii) use its reasonable best efforts to furnish to the selling Holders of such Registrable Securities opinions of outside counsel (and/or internal counsel if acceptable to the managing underwriter(s)) to the Issuer and updates thereof (which counsel and opinions (in form,

scope and substance) shall be reasonably satisfactory to the managing underwriter(s), if any, and counsels to the selling Holders of the Registrable Securities), addressed to each selling Holder of Registrable Securities and each of the underwriters, if any, covering the matters customarily covered in opinions requested in Underwritten Offerings and such other matters as may be reasonably requested by such counsel and underwriters, (iii) use its reasonable best efforts to obtain “cold comfort” letters and updates thereof from an independent registered public accounting firm with respect to the Issuer (and, if necessary, any other independent certified public accountants of any Subsidiary of the Issuer or of any business acquired by the Issuer for which financial statements and financial data are, or are required to be, included in the Registration Statement) who have certified the financial statements included in such Registration Statement, addressed to each selling Holder of Registrable Securities (unless such accountants shall be prohibited from so addressing such letters by applicable standards of the accounting profession) and each of the underwriters, if any, such letters to be in customary form and covering matters of the type customarily covered in “cold comfort” letters in connection with Underwritten Offerings, (iv) if an underwriting agreement is entered into, the same shall contain indemnification provisions and procedures that are customary for underwriting agreements in connection with Underwritten Offerings except as otherwise agreed by the parties thereto and (v) deliver such documents and certificates as may be reasonably requested by a Holder making a Demand Notice with respect to such offering, the Holders of a majority of the Registrable Securities being sold pursuant to such Registration Statement, its or their counsel, as the case may be, or the managing underwriter(s), if any, to evidence the continued validity of the representations and warranties made pursuant to Section 4(o)(i) above and to evidence compliance with any customary conditions contained in the underwriting agreement or other agreement entered into by the Issuer. The above shall be done at each closing under such underwriting or similar agreement, or as and to the extent required thereunder;

(p) upon reasonable notice, make available for inspection by a representative of the selling Holders of Registrable Securities, the underwriters participating in any such disposition of Registrable Securities, if any, and any attorneys or accountants retained by such selling Holders or underwriter (collectively, the “Inspectors”) at the offices where normally kept, during reasonable business hours, all financial and other records, pertinent corporate documents and properties of the Issuer and its Subsidiaries (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the officers, directors and employees of the Issuer and its Subsidiaries to supply all information in each case reasonably requested by any such representative, underwriter, attorney or accountant in connection with such Registration Statement; provided, however, that any information and Records that are not generally publicly available at the time of delivery of such information shall be kept confidential by the Inspectors unless (i) disclosure of such information or Records is required by court or administrative order, (ii) disclosure of such information or Records, in the opinion of counsel to such Inspector, is required by law or applicable legal process, (iii) such information or Records become generally available to the public other than as a result of a disclosure or failure to safeguard by such Inspector, (iv) such information or Records becomes available to such Inspector on a non-confidential basis from a source other than the Issuer or (v) such information or Records is independently developed by such Inspector. In the case of a proposed disclosure pursuant to (i) or (ii) above, such Inspector shall be required to give the Issuer written notice of the proposed disclosure prior to such disclosure and, if requested by the Issuer, assist the Issuer in seeking to prevent or limit the proposed disclosure;

(q) cause its officers to use their reasonable best efforts to support the marketing of the Registrable Securities covered by the Registration Statement (including, without limitation, participation in such number of “road shows” as the underwriter(s) reasonably request);

(r) cooperate with each seller of Registrable Securities and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;

(s) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Issuer’s first full calendar quarter after the effective date of the Registration Statement, which earnings statement will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; and

(t) take no direct or indirect action prohibited by Regulation M under the Exchange Act; provided, that, to the extent that any prohibition is applicable to the Issuer, the Issuer will take all reasonable action to make such prohibition inapplicable.

The Issuer may require each Holder of Registrable Securities as to which any registration is being effected to furnish to the Issuer in writing such information required in connection with such registration regarding such seller and the distribution of such Registrable Securities as the Issuer may, from time to time, reasonably request and the Issuer may exclude from such registration the Registrable Securities of any Holder who unreasonably fails to furnish such information within a reasonable time after receiving such request.

The Issuer agrees not to file or make any amendment to any Registration Statement with respect to any Registrable Securities, or any amendment of or supplement to the Prospectus or any Free Writing Prospectus used in connection therewith, that refers to any Holder covered thereby by name, or otherwise identifies such Holder as the holder of any securities of the Issuer, without the consent of such Holder, such consent not to be unreasonably withheld or delayed, unless and to the extent such disclosure is required by law, rule or regulation, in which case the Issuer shall provide prompt written notice to such Holders prior to the filing of such amendment to any Registration Statement or amendment of or supplement to the Prospectus or any Free Writing Prospectus.

If the Issuer files any Shelf Registration Statement for the benefit of the holders of any of its securities other than the Holders, the Issuer agrees that it shall use its reasonable best efforts to include in such registration statement such disclosures as may be required by Rule 430B under the Securities Act (referring to the unnamed selling security holders in a generic manner by identifying the initial offering of the securities to the Holders) in order to ensure that the Holders may be added to such Shelf Registration Statement at a later time through the filing of a Prospectus supplement rather than a post-effective amendment.

Each Holder of Registrable Securities agrees if such Holder has Registrable Securities covered by such Registration Statement that, upon receipt of any notice from the Issuer of the happening of any event of the kind described in Section 4(d)(ii), 4(d)(iii), 4(d)(iv), 4(d)(v) and 4(d)(vi) hereof, such Holder will promptly discontinue disposition of such Registrable Securities covered by such Registration Statement or Prospectus until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 4(k) hereof, or until it is advised in writing by the Issuer that the use of the applicable Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus; provided, however, that the time periods under Section 3 with respect to the length of time that the effectiveness of a Registration Statement must be maintained shall automatically be extended by the amount of time the Holder is required to discontinue disposition of such securities.

5. Hedging Transactions. The Parties agree that the provisions of this Agreement relating to the registration, offer and sale of Registrable Securities apply also to (i) any transaction which Transfers some or all of the economic risk of ownership of Registrable Securities, including any forward contract, equity swap, put or call, put or call equivalent position, collar, margin loan, sale of exchangeable security or similar transaction (including the registration, offer and sale under the Securities Act of Registrable Securities pledged to the counterparty to such transaction or of securities of the same class as the underlying Registrable Securities by the counterparty to such transaction in connection therewith), and that the counterparty to such transaction shall be selected in the sole discretion of the Holders and (ii) any derivative transactions in which a broker-dealer, other financial institution or unaffiliated Person may sell Registrable Securities covered by any Prospectus and the applicable prospectus supplement including short sale transactions using Registrable Securities pledged by a Holder or borrowed from the Holder or others and Registrable Securities loaned, pledged or hypothecated to any such party. The Prospectus shall permit, in connection with derivative transactions, a broker-dealer, other financial institution or third party to sell shares of the Registrable Securities covered by such Prospectus and the applicable prospectus supplement, including in short sale transactions.

6. Indemnification.

(a) Indemnification by the Issuer. The Issuer shall, without limitation as to time, indemnify and hold harmless, to the fullest extent permitted by law, each Holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement or Prospectus, the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each of them, each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) each such Holder and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter (each such person being referred to herein as a “Covered Person”), from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and reasonable attorneys’ fees and any legal or other fees or expenses incurred by such party in connection with any investigation or proceeding), expenses, judgments, fines, penalties, charges and amounts paid in settlement (collectively, “Losses”), as incurred, arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Prospectus, offering circular, or other document (including any related Registration Statement, notification, or the like, any Free Writing Prospectus, any “roadshow” as defined in Rule 433(h) or any oral or written communication with potential investors in reliance on Section 5(d) of the Securities Act or Rule 163B (a “Testing-the-Waters Communication”) or any amendment or supplement to any of the foregoing or any document incorporated by reference therein) incident to any such registration, qualification, or compliance, or based on any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Issuer of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation thereunder applicable to the Issuer and relating to any action or inaction in connection with the related offering of Registrable Securities, and will reimburse

each such Covered Person for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such Loss, provided that the Issuer will not be liable in any such case to the extent that any such Loss arises out of or is based on any untrue statement or omission by such Covered Person relating to such Covered Person or its Affiliates (other than the Issuer or any of its Subsidiaries), but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, Prospectus, offering circular, Free Writing Prospectus, roadshow, Testing-the-Waters Communication or any amendment or supplement to any of the foregoing, or any document incorporated by reference therein, or other document in reliance upon and in conformity with written information furnished to the Issuer by such Covered Person with respect to such Covered Person for use therein. It is agreed that the indemnity agreement contained in this Section 6(a) shall not apply to amounts paid in settlement of any such Loss or action if such settlement is effected without the consent of the Issuer (which consent shall not be unreasonably withheld).

(b) Indemnification by Holder of Registrable Securities. As a condition to including any Registrable Securities in any Registration Statement filed in accordance with Section 4 hereof, the Issuer shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other Holders of Registrable Securities, the Issuer, its directors and officers and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) the Issuer and all other prospective sellers, from and against all Losses arising out of or based on any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Issuer, such directors, controlling persons and prospective sellers for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Loss, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Issuer by such Holder with respect to such Holder for inclusion in such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such Holder of Registrable Securities shall be limited to the net proceeds after underwriting commissions and discounts (but before any taxes and expenses which may be payable by such Holder) received by such selling Holder from the sale of Registrable Securities covered by such Registration Statement.

(c) Conduct of Indemnification Proceedings. If any Person shall be entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall give prompt notice to the party from which such indemnity is sought (the “Indemnifying Party”) of any claim or of the commencement of any proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant hereto; provided, however, that the delay or failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any obligation or liability except to the extent that the Indemnifying Party has been materially prejudiced by such delay or failure. The Indemnifying Party shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, assume, at the Indemnifying Party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an Indemnified Party shall have the right to employ separate counsel in any such claim or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless: (i) the Indemnifying Party agrees to pay such fees and expenses; or (ii) the Indemnifying Party fails promptly to assume, or in the event of a conflict of interest cannot assume, the defense of such claim or proceeding or fails to employ counsel reasonably satisfactory to such Indemnified Party; in which case the Indemnified Party shall have the right to employ counsel and to assume the defense of such claim or proceeding at the Indemnifying Party’s expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one (1) such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one (1) firm of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld or delayed). The Indemnifying Party shall not consent to entry of any judgment or enter into any settlement that (x) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release, in form and substance reasonably satisfactory to the Indemnified Party, from all liability in respect of such claim or litigation for which such Indemnified Party would be entitled to indemnification hereunder or (y) involves the imposition of equitable remedies or the imposition of any obligations on the Indemnified Party or adversely affects such Indemnified Party other than as a result of financial obligations for which such Indemnified Party would be entitled to indemnification hereunder.

(d) Contribution. If the indemnification provided for in this Section 6 is unavailable to an Indemnified Party in respect of any Losses (other than in accordance with its terms), then each applicable Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party, on the one hand, and such Indemnified Party, on the other hand, in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party, on the one hand, and Indemnified Party, on the other hand, shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made (or omitted) by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent any such action, statement or omission.

The Parties agree that it would not be just and equitable if contribution pursuant to this Section 6(d) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 6(d), an Indemnifying Party that is a selling Holder of Registrable Securities shall not be required to contribute any amount in excess of the amount that such Indemnifying Party has otherwise been, or would otherwise be, required to pay pursuant to Section 6(b) by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are more favorable to the Holders than the foregoing provisions, the provisions in the underwriting agreement shall control.

(e) Deemed Underwriter. To the extent that any of the Holders is, or would be expected to be, deemed to be an underwriter of Registrable Securities pursuant to any SEC comments or policies or any court of law or otherwise, the Issuer agrees that (i) the indemnification and contribution provisions contained in this Section 6 shall be applicable to the benefit of such Holder in its role as deemed underwriter in addition to its capacity as a Holder (so long as the amount for which any other Holder is or becomes responsible does not exceed the amount for which such Holder would be responsible if the Holder were not deemed to be an underwriter of Registrable Securities) and (ii) such Holder and its representatives shall be entitled to conduct the due diligence which would normally be conducted in connection with an offering of securities registered under the Securities Act, including receipt of customary opinions and comfort letters.

(f) Other Indemnification. Indemnification similar to that specified in the preceding provisions of this Section 6 (with appropriate modifications) shall be given by the Issuer and each seller of Registrable Securities with respect to any required registration or other qualification of securities under any federal or state law or regulation or governmental authority other than the Securities Act.

(g) Non-Exclusivity. The obligations of the Parties under this Section 6 shall be in addition to any liability which any party may otherwise have to any other party.

(h) Primacy of Indemnification. The Issuer hereby acknowledges that certain of the Investors have certain rights to indemnification, advancement of expenses and/or insurance provided by certain of their affiliates (collectively, the “Indemnitors”). The Issuer hereby agrees that (i) it is the indemnitor of first resort (i.e., its obligations to the Investors are primary and any obligation of the Indemnitors to advance expenses or to provide indemnification for the same Losses incurred by any of the Investors are secondary to any such obligation of the Issuer), (ii) that it shall be liable for the full amount of all Losses to the extent legally permitted and as required by the terms of this Agreement and the articles and other organizational documents of the Issuer (or any other agreement between the Issuer and the relevant Investor), without regard to any rights any Investor may have against the Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Indemnitors from any and all claims (x) against the Indemnitors for contribution, indemnification, subrogation or any other recovery of any kind in respect thereof and (y) that any Investor must seek indemnification from any Indemnitor before the Issuer must perform its indemnification obligations under this Agreement. No advancement or payment by the Indemnitors on behalf of any Investor with respect to any claim for which such Investor has sought indemnification from the Issuer hereunder shall affect the foregoing. The Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery which any Investor would have had against the Issuer if the Indemnitors had not advanced or paid any amount to or on behalf of such Investor. The Issuer and the Investors agree that the Indemnitors are express third party beneficiaries of this Section 6.

7. Registration Expenses. All reasonable fees and expenses incurred in the performance of or compliance with this Agreement by the Issuer including, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses with respect to (A) filings required to be made with the SEC, all applicable securities exchanges and/or FINRA and (B) compliance with securities or blue sky laws, including, without limitation, any reasonable fees and disbursements of counsel for the underwriters in connection with blue sky qualifications of the Registrable Securities pursuant to Section 4(h)), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing Prospectuses if the printing of Prospectuses is requested by the managing underwriter(s), if any, or by a Holder making a Demand Notice with respect to such offering or the Holders of a majority of the Registrable Securities included in any Registration Statement), (iii) messenger, telephone and delivery expenses of the Issuer, (iv) fees and disbursements of counsel for the Issuer, (v) expenses of the Issuer incurred in connection with any road show, (vi) fees and disbursements of all independent registered public accounting firms referred to in Section 4(o) hereof (including, without limitation, the expenses of any “cold comfort” letters required by this Agreement) and any other persons, including special experts retained by the Issuer and (vii) fees and disbursements of separate counsel (including any required local counsel) for each Investor and its Affiliates if any of them is participating in the offering (which counsel shall be selected by such Investor) shall be borne by the Issuer whether or not any Registration Statement is filed or becomes effective. In addition, the Issuer shall pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit, the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange on which similar securities issued by the Issuer are then listed and rating agency fees and the fees and expenses of any Person, including special experts, retained by the Issuer.

The Issuer shall not be required to pay (i) fees and disbursements of any counsel retained by any Holder of Registrable Securities or by any underwriter (except as set forth above in this Section 7), (ii) any underwriter’s fees (including discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals) relating to the distribution of the Registrable Securities (other than with respect to Registrable Securities sold by the Issuer), or (iii) any other expenses of the Holders of Registrable Securities not specifically required to be paid by the Issuer pursuant to the first paragraph of this Section 7.

8. Rule 144. The Issuer covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if the Issuer is not required to file such reports, it will, upon the request of any Holder, make publicly available such information so long as necessary to permit sales of Registrable Securities pursuant to Rule 144), and it will take such further action as any Holder of Registrable Securities (or, if the Issuer is not required to file reports as provided above, any Holder) may reasonably request, all to the extent required from time to time to enable such Holder to sell shares of Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144. Upon the request of any Holder of Registrable Securities, the Issuer will deliver to such Holder a written statement as to whether it has complied with such requirements and, if not, the specifics thereof.

9. Certain Additional Agreements. If any Registration Statement or comparable statement under state blue sky laws refers to any Holder by name or otherwise as the Holder of any securities of the Issuer, then such Holder shall have the right to require (a) the insertion therein of language, in form and substance satisfactory to such Holder and the Issuer, to the effect that the holding by such Holder of such securities is not to be construed as a recommendation by such Holder of the investment quality of the Issuer’s securities covered thereby and that such holding does not imply that such Holder will assist in meeting any future financial requirements of the Issuer, or (b) in the event that such reference to such Holder by name or otherwise is not in the judgment of the Issuer required by the Securities Act or any similar federal statute or any state blue sky or securities law then in force, the deletion of the reference to such Holder.

10. Miscellaneous.

(a) Termination. The provisions of this Agreement shall terminate upon the earliest to occur of (i) its termination by the written agreement of all Parties or their respective successors in interest, (ii) with respect to a Holder, the date on which all Common Shares held by such Holder have ceased to be Registrable Securities (except to the extent certain provisions are terminated earlier by delivery of an Opt-Out Notice in accordance with Section 10(c)), (iii) with respect to the Issuer, the date on which all Common Shares have ceased to be Registrable Securities and (iv) the dissolution, liquidation or winding up of the Issuer. Nothing herein shall relieve any party from any liability for the breach of any of the agreements set forth in this Agreement. The provisions of Sections 6 and 7 shall survive any termination of this Agreement.

(b) Holdback Agreement. In consideration for the Issuer agreeing to its obligations under this Agreement, each Holder agrees in connection with any registration of the Issuer’s securities (whether or not such Holder is participating in such registration) upon the request of the underwriter(s) managing any Underwritten Offering of the Issuer’s securities, not to effect (other

than pursuant to such registration) any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of, or enter into any swap or other arrangement that transfers to another Person any of the economic consequences of ownership of, any Registrable Securities, any other equity securities of the Issuer or any securities convertible into or exchangeable or exercisable for any equity securities of the Issuer without the prior written consent of such underwriters during the Holdback Period. If, during the applicable Holdback Period, any Holder is released from a lock-up obligation by such underwriters, then all other Holders shall be released from their lock-up obligations on a pro rata basis.

If any registration pursuant to Section 3 of this Agreement shall be in connection with any underwritten public offering, the Issuer will not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (i) on Form F-4, Form S-8 or any successor forms promulgated for similar purposes, (ii) filed in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, during the Holdback Period.

Notwithstanding anything to the contrary set forth in this Section 10(b), in connection with an Underwritten Offering that is a block sale, (i) no Holder shall be subject to a lock-up agreement, other than, if requested by the managing underwriter for such offering, a Holder that is (A) participating in such block sale or (B) a Holder of five percent (5%) or more of the equity securities of the Issuer then outstanding, and (ii) such Holdback Period shall not exceed sixty (60) days in connection with any block sale. Notwithstanding anything to the contrary set forth in this Section 10(b), no Holder shall be required to be subject to a lock-up agreement in connection with an Underwritten Offering that is a block sale in which such Holder does not participate (a “Skipped Block Sale”), if during the preceding twelve (12) month period, such Holder has twice been subject to a lock-up agreement in connection with Skipped Block Sales.

(c) Opt-Out Notice. Any Holder may, at any time, deliver to the Issuer a notice terminating certain of its rights and obligations set forth herein (an “Opt-Out Notice”). Following the delivery of the Opt-Out Notice to the Issuer, all of such Holder’s rights and obligations under Sections 2, 3, 4, 5 and 10(b) of this Agreement shall terminate automatically, and without further action by the Issuer or any other Person; provided, however, that any applicable lock-up restrictions then currently in effect at the time of delivery of the Opt-Out Notice to the Issuer shall remain in effect until the expiration of the applicable Holdback Period. For the avoidance of doubt, no transferee in a transfer of shares from a Holder that has delivered a valid Opt-Out Notice shall be required to become a party to this Agreement.

(d) Amendments and Waivers. This Agreement may be amended and the Issuer may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if any such amendment, action or omission to act, has received the written consent of the Issuer, and each of the Investors and its Affiliates that is a Holder of Registrable Securities, or if no such Holders remain, the Holders of a majority of the Registrable Securities; provided that this Agreement may not be amended in a manner that would, by its terms, adversely affect the rights or obligations of any of the Investors or its Affiliates that is a Holder of Registrable Securities without the consent of such Holders. The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms. Any Holder may waive (in writing) the benefit of any provision of this Agreement with respect to itself for any purpose. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the Holder granting such waiver in any other respect or at any other time.

(e) Successors, Assigns and Transferees. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the Parties and their respective successors and assigns who agree in writing to be bound by the provisions of this Agreement. In addition, and whether or not any express assignment shall have been made, the provisions of this Agreement which are for the benefit of Holders shall also be for the benefit of and enforceable by any subsequent Holder of any Registrable Securities, subject to the provisions contained herein. The rights of a Holder hereunder may be assigned (but only with all related obligations set forth below) in connection with a Transfer of Registrable Securities effected in accordance with the terms of this Agreement to a Permitted Transferee of that Holder. Without prejudice to any other or similar conditions imposed hereunder with respect to such Transfer, no assignment permitted under the terms of this Section 10(e) will be effective unless and until the Permitted Transferee to which the assignment is being made, if not a Holder, has delivered to the Issuer the executed Joinder Agreement in the form attached as Exhibit A hereto agreeing to be bound by, and be party to, this Agreement. A Permitted Transferee to whom rights are transferred pursuant to this Section 10(e) may not again Transfer those rights to any other Permitted Transferee, other than as provided in this Section 10(e).

(f) Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and e-mail transmission if confirmed by telephone or return e-mail (including automated return receipt) and shall be given:

If to the Issuer, to:

Rodovia José Carlos Daux,

5500, Torre Jurerê A,

2nd floor, Saco Grande, Florianópolis,

State of Santa Catarina, 88032-005, Brazil

Attention: Pedro Jorge Guterres Quintans Graça

(pedro.graca@uniasselvi.com.br)

with a copy (which shall not constitute notice) to:

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

United States of America

Attention: Manuel Garciadiaz (manuel.garciadiaz@davispolk.com)

Fax: +55-11-4871-8501

if to Carlyle SPX, to:

Robert Rosen

c/o The Carlyle Group

1001 Pennsylvania Avenue NW

Washington, DC 20004-2505

+1 (202) 729-5626

Robert.Rosen@carlyle.com

with a copy (which shall not constitute notice) to:

Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022

Attention: Paul M. Rodel (pmrodel@debevoise.com)

Fax: (212) 909-6836

if to Vinci, to:

Bruno Zaremba, Director

T. +55 21 2159 6000

Av. Bartolomeu Mitre, 336, 5º andar – Leblon

bzaremba@vincipartners.com

Marco Antonio Franklin, Principal

T. +55 21 2159 6000

Av. Bartolomeu Mitre, 336, 5º andar – Leblon

mafranklin@vincipartners.com

and

juridico@vincipartners.com

with a copy (which shall not constitute notice) to:

Mayer Brown LLP

1221 Avenue of the Americas

10020-1001

New York, NY, United States of America

Attention: John P. Berkery (jberkery@mayerbrown.com)

T: +1 (212) 506-2552

Tauil & Chequer Advogados associado a Mayer Brown

Av. Juscelino Kubitschek, 1455—5º, 6º e 7º andares

Vila Nova Conceição—04543-011

São Paulo – SP, Brazil

Attention: Carlos Motta (cmotta@mayerbrown.com)

T: +55 11 2504-4204

if to Crescera to:

BRL Trust Investimentos Ltda.

Rua Iguatemi, No. 151

São Paulo, SP 01451-011 Brazil

Attention: Felipe Argalji, Daniel Borghi,

Email: felipe.argalji@crescera.com, daniel.borghi@crescera.com, legal@crescera.com

with a copy (which shall not constitute notice) to:

Simpson Thacher & Bartlett LLP

Av. Presidente Juscelino Kubitschek, 1455

12th Floor, Suite 121

São Paulo, SP 04543-011

Brazil

Attention: Grenfel S. Calheiros/Paulo F. Cardoso

Email: gcalheiros@stblaw.com/paulo.cardoso@stblaw.com

if to Neuberger, to:

NB Verrocchio LP

325 N. Saint Paul Street, Suite 4900

Dallas, TX 75201

Attention: NB Alternatives Legal

Email: NB.Alts.Legal@nb.com

with a copy (which shall not constitute notice) to:

Haynes and Boone LLP

2323 Victory Avenue, Suite 700

Dallas, TX 75219

Attention: Matthew Fry

Email: matt.fry@haynesboone.com

or such other address, facsimile number or e-mail address as such party may hereafter specify for the purpose by notice to the other Parties.

If to any other Holder of Registrable Securities, to the e-mail or physical address of such other Holder as shown in the stock record book of the Issuer. Each Holder shall provide the Issuer with an updated e-mail address or physical address if such address changes by notice to the Issuer pursuant to this Section 10(f). The e-mail address or physical address shown on the stock record books of the Issuer shall be presumed to be current for purposes of giving any notice under this Agreement.

All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:30 p.m. on a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed to have been received on the next succeeding Business Day in the place of receipt.

(g) Further Assurances. At any time or from time to time after the date hereof, the Parties agree to cooperate with each other, and at the request of any other party, to execute and deliver any further instruments or documents and to take all such further action as the other party may reasonably request in order to evidence or effectuate the consummation of the transactions contemplated hereby and to otherwise carry out the intent of the Parties hereunder.

(h) Preservation of Rights. The Issuer will not enter into any agreement with any holder or prospective holder of any securities of the Issuer giving such holder or prospective holder any registration rights the terms of which are more favorable than or inconsistent with the registration rights granted to the Investors under this Agreement, or which would reduce the amount of Registrable Securities any of the Investors or its Affiliates can include in any Registration Statement.

(i) Entire Agreement; No Third Party Beneficiaries. This Agreement (i) constitutes the entire agreement among the Parties with respect to the subject matter of this Agreement and supersede any prior discussions, correspondence, negotiation, proposed term sheet, agreement, understanding or agreement and there are no agreements, understandings, representations or warranties between the Parties other than those set forth or referred to in this Agreement and (ii) except as provided in Section 6 with respect to an Indemnified Party, is not intended to confer in or on behalf of any Person not a party to this Agreement (and their successors and assigns) any rights, benefits, causes of action or remedies with respect to the subject matter or any provision hereof.

(j) Governing Law; Jurisdiction and Forum; Waiver of Jury Trial.

(i) This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts executed and to be performed wholly within such State and without reference to the choice-of-law principles that would result in the application of the laws of a different jurisdiction.

(ii) Each party to this Agreement irrevocably submits to the jurisdiction of the United States District Court for the Southern District of New York or any court of the State of New York located in such district any suit, action or other proceeding arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding may be heard and determined in such court. Each party to this Agreement hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceeding. The Parties further agree, to the extent permitted by law, that final and unappealable judgment against any of them in any suit, action or other proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment.

(iii) EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(k) Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto. Upon such a determination, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

(l) Enforcement. Each party hereto acknowledges that money damages would not be an adequate remedy in the event that any of the covenants or agreements in this Agreement are not performed in accordance with its terms, and it is therefore agreed that in addition to and without limiting any other remedy or right it may have, the non-breaching party will have the right to an injunction, temporary restraining order or other equitable relief in any court of competent jurisdiction enjoining any such breach and enforcing specifically the terms and provisions hereof.

(m) Titles and Subtitles. The titles of the sections and subsections of this Agreement are for convenience of reference only and will not affect the meaning or interpretation of this Agreement.

(n) No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, the Issuer and each Holder (other than the Investors) covenant, agree and acknowledge that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future director, officer, employee, shareholder, general or limited partner or member of any of the Investors or of any Affiliate or assignee thereof, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future director, officer, employee, shareholder, general or limited partner or member of any of the Investors or of any Affiliate or assignee thereof, as such for any obligation of any of the Investors under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.

(o) Counterparts; Facsimile Signatures. This Agreement may be executed in any number of counterparts (including via facsimile and electronic transmission), each of which shall be an original, but all of which together shall constitute one instrument. This Agreement may be executed by facsimile signature(s).

[Remainder of page left intentionally blank]

IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or caused this Agreement to be duly executed on its behalf as of the date first written above.


VITRU LIMITED

By:
		Name:
		Title:


MUNDI HOLDINGS I, L.L.C.

By:
		Name:
		Title:


MUNDI HOLDINGS II, L.L.C.

By:
		Name:
		Title:


VINCI CAPITAL PARTNERS II J BETA FUNDO DE INVESTIMENTO EM PARTICIPAÇÕES MULTIESTRATÉGIA

By:
		Name:
		Title:


AGRESTI INVESTMENTS LLC

By:
		Name:
		Title:


BOTTICELLI INVESTMENTS LLC

By:
		Name:
		Title:

[Signature Page to Registration Rights Agreement]


CARAVAGGIO INVESTMENTS LLC

By:
		Name:
		Title:


RAFFAELLO INVESTMENTS LLC

By:
		Name:
		Title:


NB VERROCCHIO LP

By:
		Name:
		Title:


CRESCERA GROWTH CAPITAL MASTER V FUNDO DE INVESTIMENTO EM PARTICIPAÇÕES MULTIESTRATÉGIA

By:
		Name:
		Title:


CRESCERA GROWTH CAPITAL V COINVESTIMENTO III FUNDO DE INVESTIMENTO EM PARTICIPAÇÕES MULTIESTRATÉGIA

By:
		Name:
		Title:

[Signature Page to Registration Rights Agreement]

Exhibit A

JOINDER AGREEMENT

Reference is made to the Registration Rights Agreement, dated as of September 17, 2020 (as amended and restated on November 10, 2022 and from time to time, the “Registration Rights Agreement”), by and among Vitru Limited and the other parties thereto, if any. The undersigned agrees, by execution hereof, to become a party to, and to be subject to the rights and obligations under the Registration Rights Agreement.


[NAME]

By:
		Name:
		Title:

Date:

Address:


Acknowledged by:

VITRU LIMITED

By:
		Name:
		Title:

A-1