PRIVATE INSTRUMENT OF ASSIGNMENT AND TRANSFER OF QUOTAS
By this present private instrument of assignment and transfer of quotas, on the one hand,
(1) MAESTRIC EMPREENDIMENTOS E PARTICIPAÇÕES LTDA., a limited company, headquartered in the city of São Bernardo do Campo, State of São Paulo, at Avenida Nicola Demarchi, 2000, sala 1, Bairro Demarchi, CEP 09820-655, corporate taxpayer’s ID (CNPJ/MF) 09.594.911/0001-69, duly represented herein in its Articles of Association by its undersigned representatives, hereinafter referred to as "ASSIGNEE", and on the other hand,
(2) all NORTEV’s partners, indicated in Attachment IA and II, hereinafter referred to as "ASSIGNORS";
(ASSIGNEE AND ASSIGNORS jointly referred to as "Parties" and severally as "Party") and as consenting intervening parties,
(3) TEGMA GESTÃO LOGÍSTICA S.A., a corporation, headquartered in the city of São Bernardo do Campo, State of São Paulo, at Avenida Nicola Demarchi, 2.000, Bairro Demarchi, CEP 09820-655, corporate taxpayer’s ID (CNPJ/MF) 02.351.144/0001-18, represented herein in its Bylaws by its undersigned representatives, hereinafter referred to as "TEGMA";
(4) NORTEV TRANSPORTES DE VEÍCULOS LTDA., a limited company, headquartered in the city of São Bernardo do Campo, State of São Paulo, at Estrada Marco Polo, 300, sala 1, Bairro Batistini, CEP 09844-150, corporate taxpayer’s ID (CNPJ/MF) 09.481.810/0001-81, duly represented herein in its Articles of Association by its undersigned representatives, hereinafter referred to as "NORTEV"; and
(5) partners of COOPERATIVE OF FREIGHTERS AND CAR CARRIERS — CTV, a cooperative enterprise, headquartered in the city of São Bernardo do Campo, State of São Paulo, at Estrada Marco Polo, 300, Bairro Batistini, CEP 09844-150, corporate taxpayer’s ID (CNPJ/MF) 45.956.679/0001-25 ("CTV"), indicated in Attachments IA and IB, hereinafter referred to as "CTV Associates",
WHEREAS:
(A) on August 11, 2008, ASSIGNORS, TEGMA, NORTEV, CTV and CTV Associates entered into an Agreement for Business Acquisition and Other Covenants which agreed on TEGMA’s acquisition of new vehicles transportation business operated by CTV, agreement of which was amended on August 30,2008 ("Agreement for Business Acquisition");
(B) pursuant to the terms of the Agreement for Business Acquisition, ASSIGNORS undertake to assign and transfer to TEGMA and TEGMA undertook to acquire all quotas of NORTEV’s capital stock, distributed among ASSIGNORS as detailed in Attachment III hereto ("Nortev Quotas");
(C) ASSIGNORS are the single and legitimate owners of all NORTEV Quotas; and
(D) as authorized in Clause 16.4 of the Agreement for Business Acquisition, TEGMA assigned to ASSIGNEE the right to acquire Nortev Quotas;
The Parties RESOLVE to enter into this present Instrument of Assignment and Transfer of Quotas ("Agreement"), which shall be ruled by the following clauses that the Parties mutually accept, grant and undertake by themselves and successors, on any account.
1. NORTEV ACQUISITION
1.1. Pursuant to the terms and conditions hereof, the ASSIGNORS dispose, assign and transfer herein Nortev Quotas to the ASSIGNEE and the ASSIGNEE acquires herein Nortev Quotas from ASSIGNORS.
1.1.1. Nortev Quotas are assigned and transferred to ASSIGNEE with all corresponding rights and obligations, free and unencumbered of any lien or encumbrance of any nature.
1.1.2. ASSIGNORS and ASSIGNEE agree to execute on this date, an Amendment to the Articles of Association of NORTEV, formalizing the transfer of Nortev Quotas and file it at the appropriate Board of Trade within legal term.
1.2. In consideration to the assignment of Nortev Quotas, ASSIGNEE shall pay the total amount of one hundred, forty-seven million reais (R$147,000,000.00), distributed amount ASSIGNORS at the proportion of their interest in the capital stock of NORTEV, as detailed in Attachment 1.2 ("Price of Nortev Quotas"), as follows:
(i) sixty per cent (60%) of Price of Nortev Quotas shall be paid to Nortev’s Partners on the Closing Date; and
(ii) the remaining forty per cent (40%) shall be paid to Nortev’s Partners in twenty- four (24) equal, monthly and consecutive installments, the first installment payable thirty (30) days after the Closing Date.
1.2.1. Should as of the Closing Date, monthly IPCA exceed annual inflation of ten per cent (10%), the installments of Price of Nortev Quotas referred to in Clause 1.2(ii) above shall be accrued of adjustment amount ("Adjustment Amount") calculated according to the formula below:
Adjustment Amount=Installment X Adjustment Factor Adjustment Factor =
D0=Closing Date
Dn=Payment date of falling due installments
IPCAmg= trigger monthly IPCA which according to this Agreement is 0.797414%
1.2.2. Any and all installments of Price of Nortev Quotas shall be paid by ASSIGNEE by means of wire transfer available - TED in the bank accounts of Nortev’s Partners indicated in Attachment 1.2.
1.2.3. Upon full receipt of Price of Nortev Quotas, ASSIGNORS shall grant to ASSIGNEE, its administrators, officers, partners, agents, attorneys-in-fact, employees and associated companies, the most ample, complete, general, irrevocable and irreversible acquittance in relation to the payment of Price of Nortev Quotas, not being entitled to receive anything or to claim from ASSIGNEE with respect to the transfer of Nortev Quotas, at any time and on any account.
1.2.4. Any taxes, charges and/or fees, current or future due or to become due/required as a result of assignment and transfer of Nortev Quotas, regardless of their nature shall be the sole and exclusive responsibility of the ASSIGNORS.
1.2.5. It is agreed that the overdue payment of any installments of Price of Nortev Quotas shall result in the collection of a two per cent (2%) fine, plus monetary restatement, "pro- rata-die", by IPCA, without prejudice of reasonable court or out-of-court legal proceedings claiming to receive said overdue installments.
1.2.6. Without prejudice of provisions in Clause 1.2.5, the delay of three (3) or more installments, consecutive or not, shall result in the early maturity of all installments due or falling due accrued of a ten per cent (10%) fine plus monetary restatement, "pro-rata-die", by IPCA, without prejudice of court or out-of-court legal proceedings claiming to receive said overdue installments.
2. GENERAL PROVISIONS
2.1. No provision hereof aims or shall impact, alter or modify the Agreement for Business Acquisition, which shall continue valid and binding upon same terms by which it was executed and shall prevail in the assumption of inconsistency with the terms and conditions hereof.
2.2. Any term or expression in capital letters used herein not defined in this Agreement shall have the meaning attributed to the term or expression under consideration in the Agreement for Business Acquisition.
2.3. This Agreement is executed on an irrevocable and irreversible basis and signed to the benefit of the Parties and successors and shall only be amended by means of written instrument signed by the Parties.
2.4. The Parties agree to sign any other documents or agreements and take any other measures deemed necessary or intended for the implementation of this Agreement and the fulfillment of the transaction contemplated herein.
2.5. Each Party of this Agreement shall bear its own expenses incurred in relation to the preparation, signature and performance of this Agreement and the transaction contemplated herein.
2.6. The controversies to arise between the Parties during the execution of this Agreement, at any time, and that cannot be solved by means of agreement between the Parties, shall be submitted to arbitration to be conducted in the city and State of São Paulo, in Portuguese by the Center of Mediation and Arbitration of the Brazil-Canada Chamber of Commerce ("CCBC”), according to CCBC’s rules prevailing at the time of arbitration and in compliance with provisions of Law 9,307/96 and Brazilian Code of Civil Procedure, as detailed in the Agreement for Business Acquisition.
In witness whereof, the parties execute this present instrument in seven (7) counterparts of equal tenor and form, with the undersigned witnesses.
São Paulo, September 1, 2008 (at 10:00 am)
MAESTRIC EMPREENDIMENTOS E PARTICIPAÇÕES
Gennaro Oddone
NORTEV TRANSPORTES DE VEÍCULOS LTDA.
Antonio de Oliveira Cassio Somenzari Junior
TRANSGLADSTONY TRANSPORTES RODOVIÁRIOS LTDA.
REINALDO PEREIRA LIMA
WASHINGTON PIERRE COIMBRA DE MOURA JOSE RUBENS DE LIMA
BENEDITA DE MOURA LIMA By Ricardo de Moura Lima
TEGMA GESTÃO LOGÍSTICA S.A.
Gennaro Oddone
Alexandre Augusto Brandão
(This page is an integral part of the Private Instrument of Assignment and Transfer of Quotas entered into on September 1, 2008)
DIADEMA TRANSPORTES DE VEÍCULOS E CARGAS EM GERAL LTDA.
MARIA HELENA DE JESUS TRANSPORTES –EPP TRANSPORTES RODOVIÁRIO ALIBERTO ALVES LTDA. – ME
JOÃO PFEIFER TRANSPORTES RODOVIÁRIOS LTDA. – ME
BRUNO VIEIRA
ANTONIO RUFINO ARAUJO CASSIO SOMENZARI JUNIOR MARIA HELENA DE JESUS ALIBERTO ALVES
JOÃO ORIVALDO PFEIFER
ANIVALDO PINHEIRO DE OLIVEIRA By Antonio de Oliveira
PEDRO S. NETO TRANSPORTES –EPP
SAMPAIO & SOUSA TRANSPORTES RODOVIÁRIOS LTDA.
TRANSPORTES RODOVIÁRIOS SAMPAIO & SILVA LTDA.
ANDRE LUIZ SAMPAIO
ARNALDO CERDEIRA SAMPAIO CARLOS ARMANDO GARCIA FABIO DONIZETI SAMPAIO FLAVIO SAMPAIO DOS REIS GINO CLEOVANIR DEMASQUIO JOÃO THEODORO SOBRINHO JOSE CARLOS GARCIA JOSE SAMPAIO DOS REIS PEDRO SAMPAIO NETO JOSÉ SAMPAIO DOS REIS ORIVAL DA SILVA
ARNALDO SAMPAIO DOS REIS By Fausto Gabriel Sampaio
JS TRANSPORTES RODOVIARIOS LTDA.
E.F. BONETTI TRANSPORTES LTDA.
TRANS CLARO S/C LTDA.
MG BONETTI TRANSPORTES LTDA. – EPP GERACINA DE CAMARGO
GERALDO GOMES DE SIQUEIRA SUZI MARIA DOS SANTOS JOSIMAR LINCON DE FREITAS LOURDES DE SOUZA ARAUJO MILTON ANTONIO BOSSO JOÃO DE SOUZA PEREIRA SOLANGE BONETTI BUARETO FELIPE JOSÉ BONETTI
EVANDRO JOSÉ BONETTI
CARLOS EDUARDO DA SILVA CLARO RONALDO BONETTI
By Jose Vicente Bonetti
TRANSPORTADORA AMG LTDA.
AFONSO NUNES PEREIRA-ME
ROCAR BARRETOS TRANSPORTE DE VEÍCULOS LTDA- ME
JOSE UILSON FREIRE-ME
CARVALHO & PORTELLA TRANSPORTES BARRETOS LTDA.-ME
CASSIO MURILO LOMBARDI ADEMAR JOSÉ DA SILVA AFONSO NUNES PEREIRA JOÃO GARCIA CARAMORI
MARIA TEREZA GOULART JORGE OGAWA MARIA EDUARDA OGAWA
ROBERTO OGAWA FILHO JOSÉ UILSON FREIRE
JOÃO CARLOS DE CARVALHO ANTONIO CARLOS PORTELLA MARIA HELENA DE OLIVEIRA EDISON BATISTA DE OLIVEIRA By Juliana Maria Ogawa Castilho
(This page is an integral part of the Private Instrument of Assignment and Transfer of Quotas entered into on September 1, 2008)
JOJODOCAM TRANSPORTES RODOVIÁRIOS LTDA.
LUIZ GONZAGA DUTRA TRANSPORTE ME ANTONIO RODRIGUES PEREIRA TRANSPORTES LTDA.
TRANS JERUBIAÇABA TRANSPORTES RODOVIÁRIOS LTDA.
TARCISIO SACILOTTO
TRANSGERB TRANSPORTES RODOVIÁRIOS LTDA.
ANTONIO NOGUEIRA
CINTIA DOS SANTOS CAMARGO DEJAIR DAVELLI
FABIO GALVÃO DUTRA
GERALDO COSME DOS SANTOS GIAN CARLO DA SILVA
GILMAR JOSE CAMPOS DE BARROS JOSE CRLOS DE OLIVEIRA CLARO JOSE DONIZETI DA SILVA
JOSÉ GENIVALDO DA SILVA JOSE NUNES DA SILVA FILHO JOSE SALES FILHO
LADISLAU ANTONIO SMANIOTTI MARCOS RODRIGUES
MAURI IGNACIO DA SILVA SEBASTIÃO GOMES DE SOUZA
MARIA APARECIDA PARDUCCI CAMPACCI NILTON PARDUCI CAMPACCI
VICENTE PARDUCCI CAMPACCI DENIS PARDUCI CAMPACCI LUIZ GONZAGA DUTRA MAURO WOSNIK
ANTONIO RODRIGUES PEREIRA ROBERTO GERBELLI
PEDRO GERBELLI
LUIS RICARDO GERBELLI VITOR AUGUSTO GERBELLI MARLI GERBELLI BERNARDI NEUSA GERBELLI
CECILIA INES VERTAMATTI LEANDRO SMANIOTTI By Armando Zoboli Filho
RICARDO DE MOURA LIMA
ANTONIO DE OLIVEIRA
FAUSTO GABRIEL SAMPAIO
JOSÉ VICENTE BONETTI
JULIANA MARIA OGAWA CASTILHO
ARMANDO ZOBOLI FILHO
Witnesses:
1)
Name: Fábio R.C.Castilho Identity card (RG): 23.226.526-4
Individual taxpayer’s ID (CPF): 267598788-33
2)
Name: illegible
Identity card (RG): illegible
Individual taxpayer’s ID (CPF): illegible
