UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
ARCO PLATFORM
LIMITED
(Name of Issuer)
Class
A common shares, par value $0.00005 per share
(Title of Class of Securities)
G04553106
(CUSIP Number)
Oto Brasil de Sá Cavalcante
Rua Augusta 2840, 9th floor, suite 91
Consolação, São Paulo
– SP, 01412-100
Brazil
With a copy to:
Manuel Garciadiaz
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
(212) 450-4000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August
10, 2023
(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 (“Act”) or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. G04553106
1 |
NAME OF REPORTING PERSON
OSC Investments Ltd. |
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 (1) |
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
— |
8 |
SHARED VOTING POWER
19,103,363 (2) |
9 |
SOLE DISPOSITIVE POWER
— |
10 |
SHARED DISPOSITIVE POWER
19,103,363 (2) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,103,363 (2) |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See instructions)
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.9% (3)(4) |
14 |
TYPE OF REPORTING PERSON (See instructions)
CO |
|
|
|
|
(1) This Schedule
13D is not being filed as a result of any particular acquisition or disposition of Class A Common Shares by the Reporting Persons.
| (2) | Consists of 19,103,363 Class
B common shares held of record by OSC Investments Ltd., a company controlled by Oto Brasil de Sá Cavalcante.
Each Class B common share is convertible into one Class A common share at the option of its holder at any time. |
| (3) | Represents the quotient obtained by dividing (a) the number of Class B common shares beneficially owned
by the Reporting Person as set forth in Row 11 by (b) the sum of (i) 38,939,254 Class A common shares outstanding (based on information
provided by the Issuer as of August 8, 2023) and (ii) the aggregate number of Class B common shares beneficially owned by the Reporting
Person. The aggregate number of Class B common shares beneficially owned by the Reporting Person as set forth in clauses “(a)”
and “(b)” of this footnote are treated as converted into Class A common shares only for the purpose of computing the percentage
ownership of the Reporting Person. |
| (4) | Each Class A common share is entitled to one vote, and each Class B common share is entitled to ten votes.
The percentage reported does not reflect the ten for one voting power of the Class B common shares because the Class B common shares are
treated as converted into Class A common shares for the purpose of this Schedule 13D. |
CUSIP No. G04553106
1 |
NAME OF REPORTING PERSON
Oto Brasil de Sá Cavalcante |
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 (1) |
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Brazil |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
|
8 |
SHARED VOTING POWER
19,103,363 (2) |
9 |
SOLE DISPOSITIVE POWER
|
10 |
SHARED DISPOSITIVE POWER
19,103,363 (2) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,103,363 (2) |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See instructions)
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.9% (3)(4) |
14 |
TYPE OF REPORTING PERSON (See instructions)
IN |
|
|
|
|
| (1) | This Schedule 13D is not being filed as a result of any particular
acquisition or disposition of Class A Common Shares by the Reporting Persons. |
| (2) | Consists of 19,103,363 Class
B common shares held of record by OSC Investments Ltd., a company controlled by Oto Brasil de Sá Cavalcante.
Each Class B common share is convertible into one Class A common share at the option of its holder at any time. |
| (3) | Represents the quotient obtained by dividing (a) the number of Class B common shares beneficially owned
by the Reporting Person as set forth in Row 11 by (b) the sum of (i) 38,939,254 Class A common shares outstanding (based on information
provided by the Issuer as of August 8, 2023) and (ii) the aggregate number of Class B common shares beneficially owned by the Reporting
Person. The aggregate number of Class B common shares beneficially owned by the Reporting Person as set forth in clauses “(a)”
and “(b)” of this footnote are treated as converted into Class A common shares only for the purpose of computing the percentage
ownership of the Reporting Person. |
| (4) | Each Class A common share is entitled to one vote, and each Class B common share is entitled to ten votes.
The percentage reported does not reflect the ten for one voting power of the Class B common shares because the Class B common shares are
treated as converted into Class A common shares for the purpose of this Schedule 13D. |
Explanatory Note
This Amendment No. 3 to Schedule
13D (this “Amendment”) amends and supplements the Schedule 13D of OSC Investments Ltd. and Oto Brasil de Sá
Cavalcante (together, the “Reporting Persons”, and each, a “Reporting Person”) initially filed with
the Securities and Exchange Commission on December 2, 2022, as amended by Amendment No. 1 filed on January 11, 2023, and Amendment No.
2 filed on May 1, 2023 (as so amended, the “Schedule 13D”), with respect to the Class A common shares, par value $0.00005
per share (the “Class A common shares”), of Arco Platform Limited, a Cayman Islands exempted company incorporated with
limited liability (the “Issuer”), whose principal executive offices are located at Rua Augusta 2840, 9th floor, suite
91, Consolação, São Paulo – SP, 01412-100, Brazil..
Capitalized terms used herein
and not defined herein have the meanings ascribed thereto in the Schedule 13D. Except as set forth below, all previous Items and disclosures
set forth in the Schedule 13D remain unchanged.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and supplemented as follows:
The descriptions of the Merger Agreement (as defined
below), the Rollover and Support Agreement (as defined below) and the Interim Investors Agreement (as defined below) are incorporated
by reference in this Item 3.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and supplemented as follows:
Merger Agreement
On August 10, 2023, the Issuer entered into an
agreement and plan of merger, dated August 10, 2023 (the “Merger Agreement”), by and among the Issuer, Achieve Holdings
(“Parent”), an exempted company with limited liability incorporated under the laws of the Cayman Islands and Achieve
Merger Sub (“Merger Sub”), an exempted company with limited liability incorporated under the laws of the Cayman Islands
and a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, and subject to the terms and conditions thereof, at the closing
of the transactions contemplated by the Merger Agreement (the “Closing”), Merger Sub will be merged with and into the
Issuer (the “Merger”), with the Issuer continuing as the surviving company (the “Surviving Company”).
Pursuant to the Merger Agreement, and subject to the terms and conditions thereof, at the Closing (A) each common share issued and outstanding
immediately prior to the effective time of the Merger, as specified in the Merger Agreement (the “Effective Time”),
including any holdback common shares issuable to former shareholders of INCO Limited under the Isaac EPA (as defined in the Merger Agreement),
will be cancelled in exchange for the right to receive $14 in cash per share without interest (the “Per Share Merger Consideration”),
except for (i) common shares beneficially owned by Parent or Merger Sub (including any common shares owned by General Atlantic, Dragoneer,
the Reporting Persons, Ari de Sá Cavalcante Neto and ASCN Investments Ltd., any of their respective subsidiaries and certain other
rollover shareholders, which will be contributed to Parent in exchange for Parent equity immediately prior to the Effective Time which
will be cancelled for no consideration; (ii) common shares owned by the Company or any subsidiary of the Company as treasury shares as
of immediately prior to the Effective Time, which shall be cancelled for no consideration; (iii) common shares reserved for issuance,
settlement and allocation by the Company upon exercise or vesting of any Company equity awards, which shall be treated as contemplated
by Section 2.04 of the Merger Agreement; and (iv) common shares owned by holders who have validly exercised and not effectively withdrawn
or lost their rights to dissent from the Merger pursuant to Section 238 of the Companies Law of the Cayman Islands; and (B) each ordinary
share of Merger Sub issued and outstanding immediately prior to the Effective time shall be converted into one ordinary share, par value
$0.00005 per share, of the Surviving Company. The information disclosed in this paragraph is qualified in its entirety by reference to
the Merger Agreement, a copy of which is filed as Exhibit 6 and is incorporated herein by reference.
Following the consummation of the Merger,
the Issuer will become a wholly owned subsidiary of Parent. In addition, if the Merger is consummated, the Class A common shares will
be delisted from the NASDAQ Global Select Market, the Company’s obligations to file periodic reports under the Exchange Act will
be terminated and the Issuer will be privately held by the Reporting Persons, General Atlantic, Dragoneer, Ari de Sá Cavalcante
Neto and ASCN Investments Ltd. (collectively, the “Consortium”) and certain other rollover shareholders.
The Consortium anticipates that approximately
US$474,585,909 is expected to be expended to complete the Merger. This amount includes (a) the estimated funds required by Parent to (i)
purchase the outstanding Class A common shares not owned by members of the Consortium at a purchase price of US$14 per share, or (ii)
settle outstanding options and restricted share units in accordance with the terms of the Merger Agreement, and (b) the estimated transaction
costs associated with the transactions contemplated by the Merger Agreement (the “Transactions”).
The Transactions contemplated by the Merger Agreement
will be funded through (i) cash contributions contemplated by the equity commitment letters, each dated as of August 10, 2023, by and
between Parent and each of General Atlantic and Dragoneer, or their respective affiliates; and (ii) the rollover equity contribution from
General Atlantic, Dragoneer, the Reporting Persons, Ari de Sá Cavalcante Neto and ASCN Investments Ltd. and certain other shareholders
of the Issuer into Parent, as contemplated by the Rollover and Support Agreement.
The information disclosed in this paragraph does
not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit
6 hereto, and which is incorporated herein by reference in its entirety. If the Merger is consummated, the Issuer will become a wholly
owned subsidiary of Parent. In addition, following the consummation of the Merger, the common shares will be delisted from the Nasdaq
Global Select Market, the Issuer’s obligations to file periodic reports under the Exchange Act will be terminated and the Issuer
will be privately held by the Rollover Shareholders (as defined below).
Rollover and Support Agreement
Concurrently with the execution of the Merger
Agreement, the members of the Consortium and the other shareholders who agreed to roll over their common shares into the Surviving Company
(collectively, the “Supporting Shareholders”) and the beneficial owners listed therein entered into a rollover and
support agreement, dated as of August 10, 2023 (the “Rollover and Support Agreement”) with Parent, pursuant to which
they have agreed with Parent, among other things, that they will vote all common shares owned directly or indirectly by them in favor
of the authorization and approval of the Merger Agreement and the Transactions, including the Merger (and against any alternative transaction).
In addition, each Supporting Shareholder agreed that (i) the Class A common shares and Class B common shares held by him, her or it will
be contributed to Parent immediately prior to the Effective Time, and (ii) in consideration for such contribution, Parent will issue to
each Supporting Shareholder Class A common shares and Class B common shares, respectively, of Parent. The information disclosed in this
paragraph does not purport to be complete and is qualified in its entirety by reference to the Rollover and Support Agreement, a copy
of which is filed as Exhibit 7 hereto, and which is incorporated herein by reference in its entirety.
Interim Investors Agreement
Concurrently with the execution of the Merger
Agreement, each member of the Consortium (or its applicable affiliate) entered into an interim investors agreement (the “Interim
Investors Agreement”) with Parent, Merger Sub and the other Supporting Shareholders, pursuant to which the parties thereto agreed
to certain terms and conditions that will govern the actions of Parent and Merger Sub and the relationship among the Supporting Shareholders
with respect to the Transactions. The information disclosed in this paragraph does not purport to be complete and is qualified in its
entirety by reference to the Interim Investors Agreement, a copy of which is filed as Exhibit 8 hereto, and which is incorporated herein
by reference in its entirety.
Except as set forth in this Item 4 or Item 6 below,
the Reporting Persons have no present plans or proposals that relate to, or that would result in, any of the actions specified in clauses
(a) through (j) of Item 4 of Schedule 13D of the Exchange Act. The Reporting Persons may, at any time and from time to time, formulate
other purposes, plans or proposals regarding the Issuer, or any other actions that could involve one or more of the types of transactions
or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 is hereby amended and supplemented as follows:
Mr. Brasil de Sá Cavalcante beneficially
owns 19,103,363 Class B common shares, which, in the aggregate, represents approximately 69.7% of the total number of Class B common shares
outstanding (based on information
provided
by the Issuer as of August 8, 2023) (as calculated in accordance with Rule 13d-3(d)(1)(i)), and voting power of approximately 61.0% (the
percentage of total voting power represents voting power with respect to all Class A common shares and Class B common shares, as a single
class).
By virtue of entering into the Rollover and Support
Agreement and the Interim Investors Agreement, the Reporting Persons may be deemed to be members of a “group” with the other
Supporting Shareholders pursuant to Section 13(d) of the Exchange Act. However, each Reporting Person expressly disclaims beneficial ownership
of the common shares beneficially owned by any other reporting person(s) or any Supporting Shareholder. Neither the filing of this Amendment
nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons beneficially owns any Class A common
shares or Class B common shares of the Issuer that are beneficially owned by any other reporting person(s) or any other Supporting Shareholder.
The Reporting Persons are only responsible for the information contained in this Amendment and assume no responsibility for information
contained in any other Schedules 13D filed by any other reporting person(s) or any other supporting Shareholder.
Accordingly, in the aggregate, the Reporting Persons
and the other Supporting Shareholders may be deemed to beneficially own 46,282,969 Class A common shares, comprised of an aggregate of
13,709,703 Class A common shares, 5,172,418 Class A common shares issuable on conversion of the 2028 Convertible Notes and 27,400,848
Class A common shares issuable on conversion of Class B common shares, which, as calculated in accordance with Rule 13d-3(d)(1)(i), represents
approximately 64.7% of the total number of Class A common shares based on (i) 38,939,254 Class A Common Shares outstanding (based on information
provided by the Issuer as of August 8, 2023) and (ii) an aggregate of 32,573,266 Class A common shares issuable on conversion of all the
2028 Convertible Notes and all the Class B common shares.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Item 6 is hereby amended and supplemented as follows:
The information set forth in Item 3 and 4 of this
Amendment is incorporated herein by reference.
Except as described above or elsewhere in this
Amendment or incorporated by reference in this Amendment, there are no contracts, arrangements, understandings or relationships (legal
or otherwise) between the Reporting Persons and any other person with respect to any securities of the Issuer, including, but not limited
to, transfer or voting of any 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. Materials to be Filed as Exhibits.
Exhibit 1: |
Joint Filing Agreement dated as of November 30, 2022, by and between ASCN Investments Ltd. and Ari de Sá Cavalcante (previously filed) |
Exhibit 2: |
Joint Bidding Agreement, dated as of November 30, 2022, by and among General Atlantic L.P., Dragoneer Investment Group, LLC, Oto Brasil de Sá Cavalcante and Ari de Sá Cavalcante Neto (previously filed) |
Exhibit 3: |
Non-Binding Indication of Interest to the Board of Directors of Arco Platform Limited, dated November 30, 2022 (previously filed) |
Exhibit 4: |
Non-Binding Indication of Interest to the Special Committee of Arco Platform Limited, dated April 30, 2023 (previously filed) |
Exhibit 5: |
Amendment of Joint Bidding Agreement, dated April 30, 2023, by and among General Atlantic L.P., Dragoneer Investment Group, LLC, Oto Brasil de Sá Cavalcante and Ari de Sá Cavalcante Neto (previously filed) |
Exhibit 6: |
Merger Agreement, dated as of August 10, 2023, by and among Arco Platform Limited, Achieve Holdings and Achieve Merger Sub (incorporated by reference to Exhibit 99.2 to the Company’s Report of Foreign Private Issuer filed on Form 6-K on August 11, 2023) |
Exhibit 7*: |
Rollover and Support Agreement, dated as of August 10, 2023, by and among General Atlantic Arco (Bermuda) 2, L.P., Archery DF Holdings, LP, Oto Brasil de Sá Cavalcante, Ari de Sá Cavalcante Neto and such other rollover investors set forth therein |
Exhibit 8*: |
Interim Investors Agreement, dated as of August 10, 2023, by and among Achieve Holdings, Achieve Merger Sub, General Atlantic Arco (Bermuda) 2, L.P., Archery DF Holdings, LP, Oto Brasil de Sá Cavalcante, Ari de Sá Cavalcante Neto and such other rollover investors set forth therein |
|
*Schedules and exhibits to the Rollover and Support Agreement and the
Interim Investors Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant will furnish copies of any
such schedules or exhibits to the U.S. Securities and Exchange Commission upon request.
|
Signature
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: August 14, 2023
|
OSC INVESTMENTS LTD.
By: /s/ Oto Brasil de Sá Cavalcante
Name: Oto Brasil de Sá Cavalcante
Title: Director
/s/ Oto Brasil de Sá Cavalcante
Oto Brasil de Sá Cavalcante
|
|
|
Exhibit 7
ROLLOVER AND SUPPORT AGREEMENT
This ROLLOVER AND SUPPORT
AGREEMENT (this “Agreement”) is entered into as of August 10, 2023, by and among:
| 1. | Achieve Holdings, an exempted company with limited liability incorporated under the Laws of the Cayman
Islands (“Parent”); |
| 2. | each person listed in the column titled “Supporting Shareholder” in Schedule A attached hereto
(each, a “Lead Supporting Shareholder”); |
| 3. | each person listed in the column titled “Other Supporting Shareholder” in Schedule
A attached hereto (each, an “Other Supporting Shareholder” and, together with the Lead Supporting Shareholders, the
“Supporting Shareholders” and each a “Supporting Shareholder”); and |
| 4. | each person listed in the column titled “Beneficial Owner” in Schedule A attached hereto (each,
a “Beneficial Owner”). |
Capitalized terms used but not
defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
With respect to each Supporting
Shareholder, the Beneficial Owner set forth opposite its or his name on Schedule A hereto shall be referred to as its or his “Relevant
Beneficial Owner”. With respect to each Beneficial Owner, the Supporting Shareholder(s) set forth opposite its or his name on
Schedule A hereto shall be referred to as its or his “Relevant Supporting Shareholder(s)”.
RECITALS
WHEREAS, Parent, Achieve
Merger Sub, an exempted company incorporated with limited liability under the Laws of the Cayman Islands and a wholly-owned Subsidiary
of Parent (“Merger Sub”), and Arco Platform Limited, an exempted company incorporated with limited liability under
the Laws of the Cayman Islands (the “Company”), have, concurrently with the execution of this Agreement, entered into
an Agreement and Plan of Merger, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time,
the “Merger Agreement”), pursuant to which Merger Sub will be merged with and into the Company, with the Company continuing
as the surviving corporation and a wholly-owned subsidiary of Parent (the “Merger”), upon the terms and subject to
the conditions set forth in the Merger Agreement;
WHEREAS, on the date
hereof, certain of the Beneficial Owners, Supporting Shareholders, Parent and Merger Sub entered into an Interim Investors Agreement (as
may be amended, supplemented or otherwise modified from time to time, the “Interim Investors Agreement”), which governs,
among other matters, certain actions of the parties thereto with respect to the Merger Agreement, this Support Agreement, the Equity Commitment
Letters and certain other matters including the sharing among the Investors (as defined therein) of expenses
and any
termination fee that may become payable by the Company to Parent or by Parent to the Company, as applicable;
WHEREAS, as of the date
hereof, each Beneficial Owner or, in the case where a Supporting Shareholder has no Beneficial Owner, such Supporting Shareholder, is
the “beneficial” owner (the term “beneficial” or “beneficially” or like expression shall have such
meanings as defined under Rule 13d-3 of the Exchange Act) of certain (a) Class A Common Shares, par value US$0.00005 of the Company (“Class
A Common Shares”) and/or (b) Class B Common Shares, par value US$0.00005 of the Company (“Class B Common Shares”,
together with Class A Common Shares, “Shares”) as set forth in the column titled “Owned Shares” opposite
the names of its or his Relevant Supporting Shareholder(s) and its name, respectively, in each case on Schedule A hereto (the “Owned
Shares”). For the avoidance of doubt, any Shares issued to a Beneficial Owner or Supporting Shareholder upon conversion of vested
Company RSUs or exercise of Company Options prior to the Effective Time shall be deemed Owned Shares of the applicable Supporting Shareholder
for all purposes hereunder following such issuance and no Class A Common Shares issuable upon conversion of the Company’s 8.00%
Convertible Senior Notes due 2028 (the “Convertible Notes”) shall be deemed Owned Shares unless such shares are issued.
With respect to each Supporting Shareholder, the Owned Shares, together with any other Shares and securities of the Company owned (whether
beneficially or of record) by it or him as of the date hereof or acquired (whether beneficially or of record) by it or him after the date
hereof and prior to the earlier of the Effective Time and the termination of all of its or his obligations under this Agreement, including,
without limitation, any Shares or securities of the Company acquired by means of purchase, dividend or distribution, or issued upon the
exercise or settlement of any Company RSUs or Company Options, or warrants or the conversion of any convertible securities or otherwise,
shall be collectively referred to herein as its or his “Securities”; provided, that with respect to each Beneficial
Owner, or, in the case where a Supporting Shareholder has no Beneficial Owner, such Supporting Shareholder, the Securities owned (whether
beneficially or of record) by it or him and by all of its or his Relevant Supporting Shareholder(s) shall be collectively referred to
herein as its or his “Securities”;
WHEREAS, in connection
with the consummation of the Merger, (a) each Supporting Shareholder agrees to the contribution of such number of its or his Owned Shares
as set forth in the column titled “Rollover Shares” opposite such Supporting Shareholder’s name on Schedule A hereto
(the “Rollover Shares”) in exchange for newly issued Parent Shares (as defined below) immediately prior to the Closing,
and (b) each Supporting Shareholder and Beneficial Owner agrees to vote the Securities at the Company Shareholders Meeting in favor of
the Merger, in each case upon the terms and conditions set forth herein;
WHEREAS, in order to
induce Parent and Merger Sub to enter into the Merger Agreement and consummate the transactions contemplated thereby, including the Merger,
the Supporting Shareholders and the Beneficial Owners are entering into this Agreement; and
WHEREAS, the Supporting
Shareholders and the Beneficial Owners acknowledge that Parent and Merger Sub are entering into the Merger Agreement in reliance on the
representations, warranties, covenants and other agreements of the Supporting Shareholders and Beneficial Owners set forth in this Agreement.
WHEREAS, the parties hereto
intend, for U.S. federal income tax purposes, for the Rollover Closing (defined below) to be treated as an exchange within the meaning
of Section 351(a) of the Code and the regulations promulgated thereunder (the “Intended Tax Treatment”).
NOW, THEREFORE, in consideration
of the foregoing, the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
Voting
Section 1.1 Voting.
From and after the date hereof until the Expiration Time (as defined below), each of the Supporting Shareholders and the Beneficial Owners
(solely in its or his capacity as Beneficial Owner of its or his Securities) irrevocably and unconditionally agrees that at the Company
Shareholders Meeting or any other annual or extraordinary general meeting of the shareholders of the Company, however called, at which
any of the matters described in paragraphs (a) – (f) of this Section 1.1 is to be considered (and any adjournment or postponement
thereof), it or he shall (i) appear or cause its or his representative(s) to appear at such meeting or otherwise cause its or his Securities
to be counted as present thereat for purposes of determining whether a quorum is present, and (ii) vote or cause to be voted (including
by proxy, if applicable) all of its or his Securities:
(a) for
the authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger;
(b) against
any Alternative Proposal or any other transaction, proposal, agreement or action made in opposition to the authorization and approval
of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, or in competition or inconsistent with the Transactions,
including the Merger;
(c) against
any other action, agreement or transaction that is intended, that could reasonably be expected, or the effect of which could reasonably
be expected, to materially impede, interfere with, delay, postpone, discourage or adversely affect any of the Transactions, including
the Merger, or this Agreement or the performance by it or him of its or his obligations under this Agreement, including without limitation,
(i) any extraordinary corporate transaction, such as a scheme of arrangement, merger, consideration or other business combination involving
the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of any material assets of the Company or
any of its Subsidiaries or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; (iii) any material
change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company’s memorandum
or articles of association, except if approved in writing by Parent; or (iv) any other action that would require the written consent of
Parent pursuant to the Merger Agreement, except if approved in writing by Parent;
(d) against
any action, proposal, transaction or agreement that could reasonably be expected to result in a breach in any respect of any covenant,
representation or
warranty
or any other obligation or agreement of the Company contained in the Merger Agreement, or of it or him contained in this Agreement;
(e) in
favor of any other matter necessary to effect the Transactions, including the Merger; and
(f) in
favor of any adjournment or postponement of the Company Shareholders Meeting or other annual or extraordinary general meeting of the shareholders
of the Company, however called, at which any of the matters described in paragraphs (a) – (e) in this Section 1.1 is to be
considered (and any adjournment or postponement thereof).
Section 1.2 Restrictions
on Transfers. Except as provided for in Article II below or pursuant to the Interim Investors Agreement, each of the Supporting
Shareholders and the Beneficial Owners hereby agrees that, from the date hereof until the Expiration Time, such person shall not, and
shall cause its or his Affiliates not to, directly or indirectly:
(a) offer
for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, charge, mortgage, grant,
encumber, hypothecate or similarly assign or dispose of (by merger, testamentary disposition, operation of Law or otherwise) (collectively,
“Transfer”), or enter into any Contract, option or other arrangement or understanding with respect to the Transfer
of any of its or his Securities or any interest therein, including, without limitation, any swap transaction, option, warrant, forward
purchase or sale transaction, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction
(including any option with respect to any such transaction) or combination of any such transactions, in each case involving any of its
or his Securities which (x) has, or could reasonably be expected to have, the effect of reducing or limiting such person’s economic
interest in such Securities and/or (y) with respect to its or his Securities, grants a third party the right to vote or direct the voting
of such Securities; provided, that a Supporting Shareholder or any of its Affiliates may settle or unwind any swap transaction
disclosed by such Supporting Shareholder in a Schedule 13D filed with the SEC, as amended as of the date hereof; provided, further,
that (i) each Sponsor may Transfer its Securities to an Affiliate provided such Affiliate agrees in writing to be bound by the terms of
this Agreement as a Supporting Shareholder and (ii) each Founder may Transfer his Securities to his respective Permitted Transferees (as
defined in the shareholders’ agreement term sheet attached as Exhibit C to the Interim Investors Agreement) provided any such Permitted
Transferees agree in writing to be bound by the terms of this Agreement as a Supporting Shareholder;
(b) deposit
any of its or his Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney
with respect thereto that is inconsistent with this Agreement;
(c) convert
or exchange, or take any action which would result in the conversion or exchange of, any of its or his Securities;
(d) knowingly
take any action that would make any representation or warranty of such person set forth in this Agreement untrue or incorrect or have
the effect of
preventing,
disabling, or delaying such persons from performing any of its or his obligations under this Agreement; or
(e) agree
(whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b), (c) or (d); provided, that
neither this Section 1.2 nor any other provision of this Agreement shall prevent or restrict the issuance of Shares in connection
with the settlement of Company RSUs in accordance with the terms and conditions of such Company RSUs or the exercise of any Company Options
in accordance with the terms and conditions of such Company Options.
ARTICLE II
Rollover Shares
Section 2.1 Contribution
of Rollover Shares. Subject to the terms and conditions set forth herein, including Section 2.2, each Supporting Shareholder
agrees that, immediately prior to the Effective Time, contemporaneously with the subscription for Parent Shares (as defined below) in
exchange for the contribution of cash to Parent by certain of the Supporting Shareholders or their Affiliates (such subscription, the
“Cash Subscription”) all of its or his Rollover Shares shall be contributed, assigned, transferred and delivered to
Parent, free and clear of Liens which have, or could have, the effect of preventing, impeding or interfering with or adversely affecting
the contribution, assignment, transfer and delivery to Parent thereof. Each Supporting Shareholder and its Relevant Beneficial Owner will
take all actions necessary to cause the number of Rollover Shares opposite such Supporting Shareholder’s name on Schedule A hereto
to be treated as set forth herein, subject to the terms and conditions set forth herein, including Section 2.2. Immediately prior
to the Closing, in consideration for the contribution of the Rollover Shares held by each Supporting Shareholder in accordance with Section
2.1, Parent shall issue to such Supporting Shareholder (or, if designated by such Supporting Shareholder in writing, an Affiliate
of such Supporting Shareholder) (a) in exchange for each such Rollover Share that is a Class A Common Share, one newly issued class A
ordinary share of Parent, par value US$0.00005 per share (each a “Parent Class A Share”) and (b) in exchange for each
such Rollover Share that is a Class B Common Share, one newly issued class B ordinary share of Parent, par value US$0.00005 per share
(each a “Parent Class B Share”, and collectively with the Parent Class B Shares, “Parent Shares”).
Each Supporting Shareholder hereby acknowledges and agrees that (i) delivery of the Parent Shares pursuant to and in accordance with the
foregoing sentence shall constitute complete satisfaction of all obligations towards or sums due to such Supporting Shareholder by Parent
and Merger Sub in respect of the Rollover Shares held by such Supporting Shareholder and cancelled at the Effective Time as contemplated
by the Merger Agreement, and (ii) such Supporting Shareholder shall have no right to any Per Share Merger Consideration in respect of
the Rollover Shares held by such Supporting Shareholder. No Parent Shares issued in connection with the Merger shall be issued at a lower
price per share than the Parent Shares issued hereunder (it being understood that the Parent Shares issued hereunder are deemed to be
issued at a price per share based on each Rollover Share having a value equal to the Per Share Merger Consideration).
Section 2.2 Rollover Shares
Adjustment. The Sponsors and Founders, acting together, may determine to reduce, in whole or in part, the amount of Rollover Shares
of any Other Supporting Shareholder upon written notice given to such Other Supporting Shareholder at least
four (4)
Business Days prior to the Rollover Closing. Upon delivery of such notice, the number of Rollover Shares opposite such Other Supporting
Shareholder’s name shall be reduced as provided in such notice as of immediately prior to the Rollover Closing; provided, that,
to the extent that the Sponsors or their respective EC Investors do not fund at or prior to the Closing such additional amount of equity
financing necessary to consummate the Closing, the corresponding reduction of the amount of Rollover Shares pursuant to this Section
2.2 shall be null and void and all of the Rollover Shares opposite such Other Supporting Shareholder’s name on Schedule A hereto
shall remain Rollover Shares. The notice to the Other Supporting Shareholder shall state the name of the Sponsor or EC Investor (as defined
in the Interim Investors Agreement) that will fund the reduction of Rollover Shares and the number of Rollover Shares by which Schedule
A shall be reduced for such Other Supporting Shareholder.
Section 2.3 Rollover Closing.
Subject to the satisfaction in full (or waiver, if permissible, in accordance with the Interim Investors Agreement) of all of the conditions
set forth in Sections 7.01 and 7.02 of the Merger Agreement (other than those conditions that by their terms are to be satisfied by actions
taken at the Closing, each of which shall be capable of being satisfied at the Closing), the closing of the subscription and issuance
of Parent Shares contemplated hereby (the “Rollover Closing”) shall take place contemporaneously with the Cash Subscription
and immediately prior to the Effective Time as contemplated by the Merger Agreement. For the avoidance of doubt, Schedule A sets forth
opposite each Supporting Shareholder’s name the number and class of Rollover Shares of such Supporting Shareholder which shall be
all the Shares owned by such Supporting Shareholder as of the date hereof.
Section 2.4 Deposit of
Rollover Shares. No later than three (3) Business Days prior to the Rollover Closing, (i) each Supporting Shareholder and any agent
of such Supporting Shareholder holding certificates evidencing any Rollover Shares (if any) shall deliver or cause to be delivered to
Parent such certificates representing such Rollover Shares in such person’s possession, for disposition in accordance with the terms
of this Agreement and (ii) each Supporting Shareholder shall deliver duly executed instruments of transfer (if required under the Laws
of the Cayman Islands or the constitutional documents of the Company) in respect of his or its Rollover Shares to Parent or another person
as Parent may direct in writing, in form reasonably acceptable to Parent; such certificates and instruments shall be held by Parent or
any agent authorized by Parent until the Rollover Closing.
Section 2.5 Effect of
the Merger on Rollover Shares. Parent agrees that it shall not have the right to receive the Per Share Merger Consideration in connection
with the Merger with respect to any Rollover Shares held by it as of immediately prior to the Effective Time, and, at the Effective Time,
each Rollover Share held by it shall be cancelled and cease to exist without payment of any consideration or distribution therefor.
ARTICLE III
Representations, Warranties and Covenants of the Beneficial Owners and the Supporting Shareholders
Section 3.1 Representations
and Warranties. Each of the Beneficial Owners and the Supporting Shareholders, severally and not jointly, represents and warrants
to Parent that, as of the date hereof and as of the Rollover Closing:
(a) such
Person has the requisite power and authority to execute and deliver this Agreement, to perform such Person’s obligations hereunder
and to consummate the transactions contemplated hereby;
(b) if
such Supporting Shareholder is not a natural person, such Supporting Shareholder is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its formation;
(c) this
Agreement has been duly executed and delivered by such Person and, if such Person is not a natural person, the execution, delivery and
performance of this Agreement by such Person, and the consummation of the transactions contemplated hereby have been duly authorized by
all necessary corporate or similar action on the part of such Person and no other corporate or similar actions or proceedings on the part
of such Person are necessary to authorize this Agreement or to consummate the transactions contemplated hereby;
(d) assuming
due authorization, execution and delivery by Parent, this Agreement constitutes a legal, valid and binding agreement of such Person, enforceable
against such Person in accordance with its terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency,
moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of
equity);
(e) except
as contemplated hereby or disclosed in a Schedule 13D filed with the SEC by a Supporting Shareholder, as amended as of the date hereof,
there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which it or he is a party
relating to the pledge, disposition or voting of any of its or his Owned Shares and its or his Owned Shares are not subject to any voting
trust agreement or other Contract to which it or him or its Relevant Beneficial Owner is a party restricting or otherwise relating to
the voting or Transfer of such Owned Shares, other than any Lien which will be discharged on or prior to the Rollover Closing, any restriction
created by this Agreement or the voting power granted by it or him to its or his Relevant Beneficial Owner;
(f) such
Supporting Shareholder:
(i) (x)
is and, immediately prior to the Rollover Closing will be the beneficial owner of, and has and, immediately prior to the Rollover Closing
will have good and valid title to, its or his Owned Shares and/or Vested Company RSUs, as applicable, free and clear of Liens which have,
or could have, the effect of preventing, impeding or interfering with or adversely affecting the performance by such Supporting Shareholder
and its Relevant Beneficial Owner of its or his obligations under this Agreement, and (y) has and, as of the Rollover Closing will have,
sole or shared (together with its or his Affiliates and/or its or his Relevant Beneficial Owner) voting power, power of disposition, and
power to control dissenter’s rights, with respect to all of its or his Owned Shares, with no limitations, qualifications, or restrictions
on such rights, in each case of the foregoing clauses (x) and (y), subject to applicable United States federal securities Laws, Laws of
the Cayman Islands and the terms of this Agreement and the Interim Investors Agreement, and excluding any Lien which will be discharged
on or prior to the Rollover Closing or as created by this Agreement;
(ii) except
as expressly permitted hereunder, has not Transferred any interest in any of its or his Owned Shares or Vested Company RSUs, as applicable,
other than any Lien which will be discharged on or prior to the Rollover Closing or as contemplated by this Agreement; and
(iii) has
not appointed or granted any proxy or power of attorney that is still in effect with respect to any of its or his Owned Shares, except
the voting power granted by it or him to its or his Relevant Beneficial Owner or as contemplated by this Agreement;
(g) other
than its or his Owned Shares, any convertible notes of the Company held by such Person or as disclosed in a Schedule 13D filed with the
SEC by such Supporting Shareholder, as amended as of the date hereof, and with respect to any Person who is an employee or service provider
of the Company, any Vested Company RSUs or Company Options (if and as applicable), such Person does not own, beneficially or of record,
or have the right to acquire, any Shares, securities of the Company, or any direct or indirect interest in any such securities (including
by way of derivative securities);
(h) except
for the applicable requirements of the Exchange Act and Laws of the Cayman Islands, (i) no filing with, and no permit, authorization,
consent or approval of, any Governmental Entity is necessary on the part of such Person for the execution, delivery and performance of
this Agreement by such Person or the consummation by such Person of the transactions contemplated hereby, and (ii) neither the execution,
delivery or performance of this Agreement by such Person, nor the consummation by such Person of the transactions contemplated hereby,
nor compliance by such Person with any of the provisions hereof shall (x), if such Person is not a natural person, conflict with or violate
any provision of the organizational documents of such Person, (y) result in any breach or violation of, or constitute a default (or an
event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, or result in the creation of a Lien on property or assets of such Person pursuant to, any Contract to
which such Person is a party or by which such Person or any property or asset of such Person is bound or affected, in each case which
have, or could have, the effect of preventing, impeding or interfering with or adversely affecting the performance by such Person of its
or his obligations under this Agreement, or (z) violate any order, writ, injunction, decree, statute, rule or regulation applicable to
such Person or any of such Person’s properties or assets;
(i) as
of the date hereof, there is no Action pending against such Supporting Shareholder or, to the knowledge of such Supporting Shareholder,
threatened against such Supporting Shareholder that restricts or prohibits (or, if successful, would restrict or prohibit) the performance
by such Supporting Shareholder of its or his obligations under this Agreement;
(j) such
Supporting Shareholder has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from,
representatives of Parent concerning the terms and conditions of the transactions contemplated hereby and the merits and risks of owning
Parent Shares and such Supporting Shareholder acknowledges that it has been advised to discuss with its or his own counsel the meaning
and legal consequences of the representations and warranties of such Person in this Agreement and the transactions contemplated hereby;
and
(k) such
Supporting Shareholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon
such Supporting Shareholder’s execution, delivery and performance of this Agreement.
Section 3.2 Covenants.
Each of the Beneficial Owners and the Supporting Shareholders, severally and not jointly:
(a) agrees,
prior to the Expiration Time, not to knowingly take any action that would make any representation or warranty of such Person contained
herein untrue or incorrect or have or could have the effect of preventing, impeding or interfering with or adversely affecting the performance
by such Person of its or his obligations under this Agreement;
(b) irrevocably
waives, and agrees not to exercise, any rights of appraisal or rights of dissent from the Merger that such Person may have with respect
to such Person’s Securities (including, without limitation, any rights under Section 238 of the CICA);
(c) agrees
not to initiate any Action seeking to enjoin, prevent or delay the Merger or any of the transactions contemplated thereby or claiming
that the Per Share Merger Consideration is not fair to the Company’s shareholders;
(d) agrees
to permit the Company to publish and disclose in a Rule 13e-3 Transaction Statement on Schedule 13E-3, which will include the Proxy Statement
as an exhibit (including all documents filed with the SEC in accordance therewith), such Person’s identity and beneficial ownership
of Shares or other equity securities of the Company and the nature of such Person’s commitments, arrangements and understandings
under this Agreement, in each case, if Parent reasonably determines it is required by applicable Law or the SEC (or its staff); provided,
that the Company has provided such Sponsor or Founder and its or his counsel with a reasonable opportunity to review and comment on the
foregoing documents and given due consideration to all reasonable additions, deletions or changes suggested thereto to the extent such
Supporting Shareholder is a filer pursuant to Schedule 13E-3;
(e) agrees
and covenants that such Person shall not acquire any new Shares and other securities of the Company, including, without limitation, by
purchase, exchange or change of such shares, combination, reclassification or upon exercise or conversion of any securities of the Company
after the date hereof, but excluding any Shares issued as a result of a share dividend, share split or recapitalization; provided, that
the foregoing shall not apply to the issuance of Shares upon conversion of the Convertible Notes, in connection with the settlement of
Company RSUs in accordance with the terms and conditions thereof or the exercise of Company Options in accordance with the terms and conditions
thereof, or any issuance of new Shares by the Company;
(f) agrees
that, upon request of Parent, such Person shall execute and deliver any additional documents, consents or instruments and take such further
actions as may reasonably be deemed by Parent to be necessary or desirable to carry out the provisions of this Agreement; and
(g) agrees
further the Parent Shares issued hereunder will be subject to terms and conditions determined in accordance with the Interim Investors
Agreement (including a
shareholders
agreement of Parent or other definitive governance or similar agreements governing the relationship between the shareholders of Parent
following the Rollover Closing) and such Person shall enter into any such agreement in accordance with the Interim Investors Agreement.
ARTICLE IV
Representations and Warranties of Parent
Section 4.1 Parent represents
and warrants to each Supporting Shareholder and each Beneficial Owner that as of the date hereof and as of the Rollover Closing:
(a) Parent
is an exempted company with limited liability incorporated under the Laws of the Cayman Islands duly incorporated, validly existing and
in good standing under the Laws of the Cayman Islands and has all requisite corporate or similar power and authority to execute and deliver
this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly
and validly executed and delivered by Parent and the execution, delivery and performance of this Agreement by Parent and the consummation
of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and no other
corporate actions or proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated
hereby. Assuming due authorization, execution and delivery by the other parties, this Agreement constitutes a legal, valid and binding
obligation of Parent, enforceable against Parent in accordance with its terms (except to the extent that enforceability may be limited
by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights
generally or by general principles of equity);
(b) except
for the applicable requirements of the Exchange Act and Laws of the Cayman Islands, (i) no filing with, and no permit, authorization,
consent or approval of, any Governmental Entity is necessary on the part of Parent for the execution, delivery and performance of this
Agreement by Parent or the consummation by Parent of the transactions contemplated hereby, and (ii) neither the execution, delivery or
performance of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated hereby, nor compliance by Parent
with any of the provisions hereof shall (x) conflict with or violate any provision of the organizational documents of Parent, (y) result
in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default)
under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on
such property or asset of Parent pursuant to, any Contract to which Parent is a party or by which Parent or any of its property or asset
is bound or affected, or (z) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent or any of its
properties or assets;
(c) at
and immediately after the Rollover Closing, the Parent Shares (x) issued pursuant to Section 2.1 and (y) to be issued to the Sponsors
at the Closing pursuant to the Equity Commitment Letters shall be all of the Parent Shares outstanding at and immediately after the Rollover
Closing;
(d) except
as contemplated by the Merger Agreement, the Equity Commitment Letters, the Interim Investors Agreement or otherwise agreed to by the
parties hereto,
at and immediately after the
Rollover Closing, there shall be no (i) options, warrants, or other rights to acquire share capital of Parent, (ii) no outstanding securities
exchangeable for or convertible into share capital of Parent and (iii) no outstanding rights to acquire or obligations to issue any such
options, warrants, rights or securities;
(e) Merger
Sub is wholly-owned by Parent;
(f) at
the Rollover Closing, the Parent Shares to be issued under this Agreement shall have been duly and validly authorized and when issued
and delivered in accordance with the terms hereof, will be validly issued, fully paid and nonassessable, free and clear of all Liens,
other than restrictions arising under applicable securities Laws or the organizational documents of Parent; and
(g) Parent
and Merger Sub have no, and prior to the Effective Time, will have no, assets (including any equity or other interest in any Person other
than Parent’s equity interests in Merger Sub), liabilities or obligations of any nature other than those incident to its formation
and capitalization pursuant to this Agreement, the Merger Agreement and the Transactions
ARTICLE V
Termination
Section 5.1 This Agreement,
and the obligations of a Supporting Shareholder or a Beneficial Owner hereunder shall terminate and be of no further force or effect immediately
upon the first to occur of (a) the Effective Time, (b) the termination of the Merger Agreement in accordance with its terms, and (c) the
written agreement of such Supporting Shareholder or its Relevant Beneficial Owner, on one hand, and Parent, on the other hand, to the
extent approved by all Sponsors and Founders (such time, the “Expiration Time”); provided, that this Article
V and Article VI shall survive any termination of this Agreement; provided, further, that Section 1.1
shall survive through the two-month anniversary of the termination of the Merger Agreement in accordance with its terms. Nothing in this
Article V shall relieve or otherwise limit any party’s liability for any breach of this Agreement prior to the termination
of this Agreement. If for any reason the Merger fails to occur but the Rollover Closing contemplated by Article II has already
taken place, then Parent shall promptly take all such actions as are necessary to restore each Supporting Shareholder to the position
it was in with respect to ownership of the Rollover Shares prior to the Rollover Closing.
ARTICLE VI
Miscellaneous
Section 6.1 Joint Liability.
(a) Each
Beneficial Owner shall cause its or his Relevant Supporting Shareholder(s) to perform its or his obligations under this Agreement, including
without limitation, such Supporting Shareholder(s)’ obligations under Article I above.
(b) Notwithstanding
anything to the contrary, each Beneficial Owner and its or his Relevant Supporting Shareholder(s) shall be jointly and severally liable
with each
other with
respect to all representations, warranties, covenants and agreements of such parties under this Agreement, and no Supporting Shareholder
shall be jointly or severally liable with any other Supporting Shareholder or Beneficial Owner.
Section 6.2 Notices.
All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered in person
or upon confirmation of receipt when transmitted by electronic mail or on the next business day if transmitted by international overnight
courier, in each case to the respective parties at the address set forth on the signature pages hereto under each party’s name (or
at such other address for a party as shall be specified in a notice given in accordance with this Section 6.2).
Section 6.3 Amendments;
Waivers. At any time prior to the Expiration Time, any provision of this Agreement may be amended or waived if, and only if, such
amendment or waiver is in writing and signed, in the case of an amendment, by each of the Founders and Parent, or in the case of a waiver,
by the party against whom the waiver is to be effective. Notwithstanding the foregoing, no failure or delay by a party hereto in exercising
any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise
of any other right hereunder.
Section 6.4 Assignment;
Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties
hereto (whether by operation of Law or otherwise) without the prior written consent of each of the other parties hereto, except that (i)
Parent may assign this Agreement (in whole but not in part) in connection with a permitted assignment of the Merger Agreement by Parent,
as applicable, and (ii) any Supporting Shareholder may assign this Agreement to an Affiliate of such Supporting Shareholder solely in
connection with the Transfer of Shares to such Affiliate and provided such Affiliate agrees in writing to be bound by the terms of this
Agreement as a Supporting Shareholder. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and permitted assigns and, in the case of each Beneficial Owner, its or
his estate, heirs, beneficiaries, personal representatives and executors.
Section 6.5 No Presumption
Against Drafting Party. Each of the parties to this Agreement acknowledges that it has been represented by independent counsel in
connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of Law or any legal decision
that would require interpretation of any claimed ambiguities in this Agreement against the drafting party has no application and is expressly
waived.
Section 6.6 Confidentiality.
This Agreement shall be treated as confidential and may not be used, circulated, quoted or otherwise referred to in any document, except
with the prior written consent of the parties hereto; provided, however, that each party hereto may, without such written
consent, disclose the existence and content of this Agreement to its officers, directors, employees, partners, members, investors, financing
sources, advisors (including financial and legal advisors) and any representatives of the foregoing and to the extent required by applicable
Law, the applicable rules of any national securities exchange or in connection with any SEC filings relating to the Merger Agreement and
the transactions contemplated thereby or in connection with any litigation relating to the Merger Agreement and the transactions contemplated
thereby as permitted by or provided in the Merger Agreement and each Supporting Shareholder may disclose
the existence
and content of this Agreement to any such Supporting Shareholder’s Non-Recourse Party (as defined in the Equity Commitment Letters)
which needs to know of the existence of this Agreement and is subject to the confidentiality obligations substantially identical to the
terms contained in this Section 6.6.
Section 6.7 No Ownership
Interest; No Inconsistent Actions. Nothing contained in this Agreement shall be deemed to (prior to the contribution contemplated
by Section 2.1) vest in Parent any direct or indirect ownership or incidence of ownership of, or with respect to, any Rollover
Shares. All rights, ownership and economic benefits of and relating to the Rollover Shares shall remain vested in and belong to the Supporting
Shareholder, and this Agreement shall not confer any right, power or authority upon Parent or any other Person to direct a Supporting
Shareholder in the voting of any of the Owned Shares, except as expressly provided herein.
Section 6.8 Shareholder
Capacity. Nothing in this Agreement shall be construed as limiting or restricting either of the Founders or any representative of
General Atlantic Partners (Bermuda) H, L.P. on the board of directors of the Company (the “Company Board”) in acting
solely in his or her capacity as the chairman of the Company Board or as an officer and/or a director of the Company (and not in his or
her capacity as a representative of a shareholder or its Affiliate) and exercising his or her fiduciary duties and responsibilities solely
in his or her capacity as such.
Section 6.9 Entire Agreement.
This Agreement, taken together with the Merger Agreement, the Equity Commitment Letters and the Interim Investors Agreement, constitute
the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties hereto with respect
to the transactions contemplated hereby and thereby.
Section 6.10 Third Party
Beneficiaries. There are no third party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended
to confer on any Person other than the parties any rights or remedies except as specifically set forth in this Agreement.
Section 6.11 Expenses.
Except as provided in the Interim Investors Agreement, each party hereto shall bear its own expenses incurred in connection with this
Agreement.
Section 6.12 Power of
Attorney. Each Supporting Shareholder, by its execution of this Agreement, hereby irrevocably makes,
constitutes and appoints Parent (and such other persons as may from time to time be designated by Parent) with full power of substitution
and resubstitution, such Supporting Shareholder’s true and lawful proxy, agent and attorney-in-fact, with full power and authority
in such Supporting Shareholder’s name, place and stead, to execute, swear to, acknowledge, deliver, file and record all instruments
and other documents and do such other acts which Parent reasonably deems appropriate or necessary to effect or evidence contribution and
deposit of the Rollover Shares in accordance with Article 2 hereunder, the voting of its Securities in accordance with Section
1.1 hereunder, and the other actions and obligations required of such Supporting Shareholder pursuant to and in accordance with this
Agreement, and such power of attorney may be exercised at any time and from time to time. The foregoing power of attorney is irrevocable
and coupled with an interest, and shall survive such Supporting Shareholder’s death, disability, incapacity, dissolution, bankruptcy,
insolvency or termination and the transfer of all or any portion of the Shares and shall extend to such Supporting Shareholder’s
heirs,
successors, assigns and personal representatives, and any person dealing with Parent may conclusively and absolutely rely, without inquiry,
upon any act of the Parent as the act of Parent in the matters referred to in this Section 6.12. Other than
as provided in this Section 6.12, each Supporting Shareholder shall not, directly or indirectly, grant any
Person any proxy (revocable or irrevocable), power of attorney or other authorization with respect to any of Supporting Shareholder Shares.
Parent may terminate this proxy with respect to any Supporting Shareholder at any time at its sole election by written notice provided
to the Supporting Shareholder.
Section 6.13 Miscellaneous.
This Agreement shall be subject to all general terms and conditions contained in Sections 9.04, 9.05, 9.06, 9.08, 9.10(a) and 9.11 of
the Merger Agreement, mutatis mutandis.
Section 6.14 Intended
Tax Treatment. Parent and each Supporting Shareholder agree to file any and all Tax Returns in a manner consistent consistent with
the Intended Tax Treatment and to otherwise report the transactions contemplated by this Agreement and the Merger Agreement in a manner
consistent with the Intended Tax Treatment, unless otherwise required by a final determination within the meaning of Section 1313 of the
Code.
[Signature Pages Follow]
IN WITNESS WHEREOF, the
parties hereto have duly executed and delivered this Agreement as of the date and year first written above.
|
ACHIEVE HOLDINGS |
|
|
|
|
|
By: |
/s/ Rodrigo Catunda |
|
Name: |
Rodrigo Catunda |
|
Title: |
Director |
[Signature Page to Rollover and Support Agreement]
IN WITNESS WHEREOF, the
parties hereto have duly executed and delivered this Agreement as of the date and year first written above.
|
OTO BRASIL DE SÁ CAVALCANTE |
|
|
|
/s/ Oto Brasil De Sá Cavalcante |
|
|
|
|
|
|
[Signature Page to Rollover and Support Agreement]
IN WITNESS WHEREOF, the
parties hereto have duly executed and delivered this Agreement as of the date and year first written above.
|
ARI DE SÁ CAVALCANTE NETO |
|
|
|
/s/ Ari De Sá Cavalcante Neto |
|
|
|
|
|
|
[Signature Page to Rollover and Support Agreement]
IN WITNESS WHEREOF, the
parties hereto have duly executed and delivered this Agreement as of the date and year first written above.
|
ASCN Investments Ltd |
|
|
|
|
|
By: |
/s/ Ari De Sá Cavalcante Neto |
|
ame: |
Ari De Sá Cavalcante Neto |
|
Title: |
Director |
[Signature Page to Rollover and Support Agreement]
IN WITNESS WHEREOF, the
parties hereto have duly executed and delivered this Agreement as of the date and year first written above.
|
OSC Investments Ltd. |
|
|
|
|
|
By: |
Oto Brasil De Sá Cavalcante |
|
Name: |
Oto Brasil De Sá Cavalcante |
|
Title: |
Director |
[Signature Page to Rollover and Support Agreement]
IN WITNESS WHEREOF, the
parties hereto have duly executed and delivered this Agreement as of the date and year first written above.
|
ARCHERY DF HOLDINGS, LP |
|
|
|
|
|
By: |
Dragoneer CF GP, LLC, its General Partner |
|
|
|
|
|
|
|
By: |
/s/ Michael Dimitruk |
|
Name: |
Michael Dimitruk |
|
Title: |
Vice President |
[Signature Page to Rollover and Support Agreement]
IN WITNESS WHEREOF, the
parties hereto have duly executed and delivered this Agreement as of the date and year first written above.
|
General Atlantic Arco (Bermuda) 2, L.P. |
|
|
|
|
|
By: |
General Atlantic (SPV) GP (Bermuda), LLC, |
|
|
its general partner |
|
|
|
|
By: |
General Atlantic GenPar (Bermuda), L.P., |
|
|
its managing member |
|
|
|
|
By: |
GAP (Bermuda) L.P., |
|
|
its general partner |
|
|
|
|
By: |
/s/ Kelly Pettit |
|
Name: |
Kelly Pettit |
|
Title: |
Managing Director |
[Signature Page to Rollover and Support Agreement]
IN WITNESS WHEREOF, the
parties hereto have duly executed and delivered this Agreement as of the date and year first written above.
|
WISHBONE MANAGEMENT, LP |
|
|
|
|
|
By: |
/s/ John Harris |
|
Name: |
John Harris |
|
Title: |
Managing Partner |
[Signature Page to Rollover and Support Agreement]
IN WITNESS WHEREOF, the
parties hereto have duly executed and delivered this Agreement as of the date and year first written above.
|
KEENAN CAPITAL FUND LP |
|
|
|
|
|
By: |
Keenan Capital GP, LLC, a Delaware limited liability company, its General Partner |
|
|
|
|
By: |
/s/ Charles James Keenan IV |
|
Name: |
Charles James Keenan IV |
|
Title: |
Manager of Keenan Capital GP, LLC, General Partner of Keenan Fund LP |
[Signature Page to Rollover and Support Agreement]
SCHEDULE A
Rollover Shares
Exhibit 8
INTERIM INVESTORS’ AGREEMENT
This INTERIM INVESTORS’
AGREEMENT (this “Agreement”) is dated as of August 10, 2023, by and among (i) Achieve Holdings, an exempted company
with limited liability incorporated under the Law of the Cayman Islands and having its registered office at Walkers Corporate Limited,
190 Elgin Avenue, George Town, Grand Cayman, KY1-9008, Cayman Islands (“Parent”), (ii) Achieve Merger Sub, an exempted
company with limited liability incorporated under the Law of the Cayman Islands and a wholly-owned subsidiary of Parent having its registered
office at Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman, KY1-9008, Cayman Islands (“Merger Sub”),
(iii) General Atlantic Arco (Bermuda) 2, L.P. (“General Atlantic”), an entity affiliated with an investment fund of
General Atlantic LP, a Delaware limited partnership, (iv) Archery DF Holdings, LP, an entity affiliated with an investment fund of Dragoneer
Investment Group, LLC, a Delaware limited liability company (“Dragoneer”, together with General Atlantic, the “Sponsors”
and each, a “Sponsor”), (v) Oto Brasil de Sá Cavalcante and Ari de Sá Cavalcante Neto (collectively,
the “Founders”, each, a “Founder”, together with Sponsors, the “Lead Investors”,
and each, a “Lead Investor”) and (vi) the other Persons listed on Schedule A hereto that have agreed to contribute
up to the number of shares of the Company set forth opposite such Person’s name on Schedule A hereto (collectively, the “Additional
Rollover Shareholders”, each an “Additional Rollover Shareholder” and, together with Sponsors and the Founders,
the “Investors”, and each, an “Investor”). The Sponsors, the Founders, the Additional Rollover Shareholders,
Parent and Merger Sub are collectively referred to as the “Parties” and each, a “Party.” Capitalized terms used
but not defined herein shall have the meanings given to them in the Merger Agreement (as defined below).
BACKGROUND
1. The
Sponsors and the Founders entered into that certain joint bidding agreement dated as of November 30, 2022, as amended on April 30, 2023
(the “Joint Bidding Agreement”), pursuant to which the parties thereto proposed to undertake an acquisition transaction
with respect to Arco Platform Limited, a Cayman Islands exempted company with limited liability and listed on the Nasdaq Global Select
Market (the “Company”).
2. Parent
has formed Merger Sub for the purpose of entering into the Agreement and Plan of Merger dated as of the date hereof (as amended, supplemented
or modified from time to time in accordance with the terms thereof and in compliance with this Agreement, the “Merger Agreement”),
with the Company, pursuant to which, upon the terms and subject to the conditions set forth therein, Parent will acquire common shares
of the Company not owned by it, the Sponsors, the Founders or the Additional Rollover Shareholders or their respective Affiliates by causing
Merger Sub to merge with and into the Company (“Merger”), with the Company surviving as a subsidiary of Parent.
3. On
the date hereof, the Investors or their respective Affiliates (the “Supporting Shareholders”) executed a rollover and
support agreement in favor of Parent (the “Support Agreement”) which is attached hereto as Exhibit A, pursuant
to which, each of the Supporting Shareholders agreed to, subject to the terms and conditions set forth therein and among other obligations,
the contribution of class A common shares of the Company and class B common shares of the Company (collectively the “Rollover
Shares”) held by such Supporting Shareholder to Parent in exchange for newly issued class A and/or class B ordinary shares of
Parent, par value
US$0.00005
per share (the “Parent Shares”), immediately prior to the Closing in the amounts set forth in the Support Agreement
and (b) vote in favor of the Merger.
4. On
or prior to the date hereof, each of the Sponsors, or their respective Affiliates (each such entity that has delivered such a letter,
an “EC Investor”) has executed and delivered to Parent and the Company an equity commitment letter in which such EC
Investor has agreed, on the terms and subject to the conditions set forth therein, to make or cause to be made a capital contribution
to Parent at Closing up to the amount set forth in each such equity commitment letter (each, an “Equity Commitment Letter,”
references to which include such letter as amended, supplemented or modified from time to time in accordance with the terms thereof and
this Agreement, and collectively, the “Equity Commitment Letters”).
5. This
Agreement governs the relationship of the parties hereto pending the Closing, including in respect of the Merger Agreement, the Equity
Commitment Letters, the Support Agreement and the transactions contemplated thereby and, in the case of any inconsistency between this
Agreement, on the one hand, and the Merger Agreement, the Support Agreement or any Equity Commitment Letter, on the other hand, this Agreement
shall control solely as among the parties hereto (but, for the avoidance of doubt, not with respect to the Founders in their capacities
as directors or officers of the Company). In this Agreement, “Equity Commitment” refers to, (a) prior to the consummation
of the Closing and for each EC Investor, the amount set forth in its respective Equity Commitment Letter, as such amount may be modified
or amended in accordance with the terms thereof and of this Agreement and (b) at the Closing, for purposes of Section 2.2 and for
each EC Investor, the amount of cash contributed to Parent by such EC Investor at Closing in accordance with this Agreement and its Equity
Commitment Letter (if applicable).
Article I
EQUITY COMMITMENTS; CONTRIBUTION
1.1 Initial
Commitments. Each EC Investor has provided Parent and the Company with an Equity Commitment Letter, each of which is attached hereto
as Exhibits B-1 and B-2, respectively. Such Equity Commitment Letters describe, among other things, the several commitments
of each of the EC Investors to make or cause to be made a cash contribution to Parent at the Closing in the amount, for each EC Investor
equal to the Equity Commitment, for each EC Investor, respectively. The rights and obligations of each EC Investor under its respective
Equity Commitment Letter may not be transferred or assigned except in accordance with this Agreement and the applicable Equity Commitment
Letter.
1.2 Equity
Commitments.
Each Sponsor hereby affirms
and agrees that it will direct its affiliated EC Investor to comply with, and that such EC Investor is bound by, the provisions set forth
in its Equity Commitment Letter and will direct its EC Investor to take all actions within its power to comply with the terms of the Equity
Commitment Letter subject to the conditions and limitations therein. Parent shall be entitled to enforce, and shall enforce, the provisions
of each Equity Commitment Letter in accordance with this Agreement and the terms of such Equity Commitment Letter, only if (i) acting
at the direction of the Sponsors, if the Sponsors jointly have, acting reasonably and in good
faith, determined
that all conditions to effect the Closing set forth in Section 7.01 and 7.03 of the Merger Agreement (the “Closing Conditions”)
have been satisfied (or are capable of being satisfied at the Closing), and all the other obligations of funding under Section 2 of such
Equity Commitment Letter have been satisfied (or are capable of being satisfied at the Closing), (ii) acting at the direction of the
Sponsors, the Sponsors have jointly determined to waive all unsatisfied conditions under Section 7.01 and 7.03 of the Merger Agreement
and the Equity Commitment Letter, and that the Closing is required to occur pursuant to Section 7 of the Merger Agreement or (iii) at
the direction of the Company, under the specific circumstances and as specifically set forth in Section 7 of the Merger Agreement, and
as provided in such Equity Commitment Letter, and provided that the Company does in fact so cause Parent to enforce such provisions.
None of the Investors, Parent, or Merger Sub shall attempt to enforce any Equity Commitment Letter, until the conditions set forth in
this Section 1.2 have been satisfied. Subject to the preceding sentence, Parent shall have no right to enforce any of the Equity
Commitment Letters, and shall not attempt to do so, except in accordance with their respective terms and ratably among the EC Investors.
Subject to Section 11 of its relevant Equity Commitment Letter, each EC Investor may (x) assign, sell-down or syndicate all or any part
of its Equity Commitment to any of its Affiliates, including one or more affiliated investment funds or investment vehicles that are
advised or sponsored by the investment manager of the relevant EC Investor, without any consent of any of the other Investors (a “Permitted
Syndication”), or (y) assign, sell-down or syndicate all or any part of its Equity Commitment to the other Sponsor, any Additional
Rollover Shareholder or holder of shares of the Company that agrees to become a Rollover Shareholder after the date of this Agreement
or any Affiliate of the foregoing with the prior written consent of each Lead Investor (a “Permitted Shareholder Assignment”).
Other than a Permitted Syndication or Permitted Shareholder Assignment, any assignment, sell-down or syndication of all or part of the
Equity Commitments will be subject to the prior written consent of each of the Lead Investors. In the event
that the Sponsors, acting together, determine that the aggregate amount of cash required to consummate the Closing is less than the aggregate
amount of equity financing initially committed by the EC Investors in their respective Equity Commitment Letter, each EC Investor’s
respective obligations to make cash contributions to Parent at Closing shall be reduced pro rata based on the respective Equity Commitments
and in the manner set forth and solely to the extent permitted in their respective Equity Commitment Letters. 1.2.3 Pursuant to Section
2.2 of the Support Agreement, the Lead Investors, acting together, may determine to reduce the amount of Rollover Shares of the Additional
Rollover Shareholders in part or in whole, and if the Lead Investors so determine, the Sponsors or their respective EC Investors shall
increase the amount of equity financing in their Equity Commitment Letters in an aggregate amount necessary to consummate the Closing,
with the allocation of such additional amount of equity financing as between the Sponsors and their respective EC Investors to be determined
by the Lead Investors, acting together; provided, that (i) any such change must be made in accordance with the Merger Agreement,
and (ii) to the extent that the Sponsors or their respective EC Investors do not fund at or prior to Closing such additional amount of
equity financing necessary to consummate the Closing, the amount of Rollover Shares of the Additional Rollover Shareholder may not be
reduced. Additionally, the following matters shall be subject to the prior written consent of the Lead Investors: (x) any assignment
or consent to assignment by an EC Investor under an Equity Commitment Letter (unless such assignee is pursuant to a Permitted Syndication
or Permitted Shareholder Assignment and becomes party to this Agreement and accedes to the rights and obligations of EC Investor, as
applicable), (y) any agreement by Parent, a Sponsor or an EC Investor to amend, modify or waive an Equity Commitment Letter if such amendment,
modification or waiver would be adverse and
disproportionate
to the Founders as compared to the Sponsors, which shall otherwise be subject to prior written consent of the Sponsors, or (z) any agreement
by Parent to terminate an Equity Commitment Letter (other than in accordance with the terms of the Equity Commitment Letter, including
Section 8 thereof).
1.3 Support
Agreement. Parent shall, at the direction of the Sponsors acting jointly (unless one Sponsor is a Failing Investor), enforce the provisions
of the Support Agreement in accordance with the terms of the Merger Agreement and the Support Agreement. Each Investor shall (if it is
a Supporting Shareholder) and shall cause each of its Affiliates that is a Supporting Shareholder (if any) to comply with such Supporting
Shareholder’s obligations under the Support Agreement; provided, that no Supporting Shareholder shall have an independent right
to enforce the Support Agreement against another Supporting Shareholder, other than as provided in the immediately preceding sentence.
Article II
EQUITY INTERESTS
2.1 Equity
Interests Pending the Closing. Parent represents and warrants that, as of the date hereof, Merger Sub
has issued two class A shares of its common stock to Parent, and such shares are, and will remain through the Closing, the only shares
of capital stock of Merger Sub that are issued or issuable without the prior written consent of each of the Lead Investors. Parent represents
and warrants that Merger Sub is wholly owned by Parent and further covenants that no additional equity interests or capital stock of
Merger Sub (or Parent or any direct or indirect subsidiary of Parent that directly or indirectly owns any equity interests or capital
stock of Merger Sub) shall be issued or issuable prior to the Closing without the prior written consent of each of the Lead Investors.
Parent represents and warrants that Merger Sub (i) is a newly formed entity, (ii) has conducted no operations and prior to the Closing
shall not conduct any operations and (iii) has no, and prior to the Closing shall not have any, assets, obligations or liabilities of
any nature, in each case of clause (ii) and (iii), other than those incident to its formation and in connection with the Merger Agreement,
this Agreement and the transactions contemplated hereby and thereby. Prior to the Closing, no Sponsor shall, without the prior written
consent of the other Lead Investors or in accordance with the Support Agreement, sell, dispose or otherwise transfer any equity interests
or capital stock of Parent other than pursuant to any Permitted Syndication or Permitted Shareholder Assignment, and, between the date
hereof and the Closing, Parent shall not permit (to the extent within its control) any other transfers of the equity interests or capital
stock of Parent by any other equity holder of Parent. Prior to the Closing, Parent shall not, without the prior written consent of each
of the Lead Investors, sell, dispose or otherwise transfer, directly or indirectly, any equity interests of Merger Sub. The parties hereto
agree to take all actions to cause the issued and outstanding equity interests in Parent as of the Closing to be as set forth in Section 2.2.
2.2 Equity
Interests Issued at Closing. Except for equity interests issued
by Parent in exchange for the contribution of Rollover Shares by Supporting Shareholders in accordance with the Support Agreement, all
equity securities (other than Convertible Notes) issued by Parent shall, in connection with the Closing, be issued to the Investors or,
in case of a Founder, their Permitted Transferees, or in case of a Sponsor, any of its Affiliates pursuant to any Permitted Syndication,
pro rata in accordance with each Investor’s Commitments; provided that each Lead
Investor
may adjust the allocations among itself and its Permitted Transferees in its sole discretion. In exchange for the cash equity contribution
such Sponsor makes on or about the Closing, each Sponsor will be issued a number of class A ordinary shares of the Parent equal to such
Sponsor’s cash equity contribution at Closing divided by the Per Share Merger Consideration. In this Agreement, “Rollover
Commitment” refers to the value of an Investor’s Rollover Shares using the Per Share Merger Consideration as the value per
Rollover Share and “Commitment” refers to, an Investor’s Equity Commitment, if applicable, and Rollover Commitment.
Article III
INTERIM GOVERNANCE; OTHER AGREEMENTS AMONG INVESTORS
3.1 Actions
Under the Merger Agreement.
3.1.1 The
Sponsors, by mutual agreement, shall have the right to cause Parent or Merger Sub to take any action or refrain from taking any action
(i) that is not in contravention of or inconsistent with this Agreement, the Merger Agreement, the Support Agreement or the Equity
Commitment Letters, and (ii) in order for Parent or Merger Sub to comply with their respective obligations, satisfy their respective closing
conditions or exercise their respective rights under the Merger Agreement, including (a) determining that the Closing Conditions have
been satisfied and, assuming such satisfaction, determining to close the Merger, (b) waiving compliance with any covenants, agreements
or the Closing Conditions contained in the Merger Agreement or the Equity Commitment Letters (as long as such waiver would not be adverse
and disproportionate to the Founders as compared to the Sponsors) or amending, supplementing or modifying any such agreement; provided,
that the Sponsors may not cause Parent or Merger Sub to, and neither Parent nor Merger Sub shall amend the Merger Agreement without the
prior written consent of each of the Lead Investors (which consent shall not be unreasonably withheld, conditioned or delayed); provided,
further, that the Sponsors may not cause Parent or Merger Sub to, and neither Parent nor Merger Sub shall amend the “Per Share
Merger Consideration” in the Merger Agreement without the prior written consent of each of the other Investors (which consent shall
not be unreasonably withheld, conditioned or delayed), (c) terminating the Merger Agreement pursuant to Section 8.01 thereof; provided
that the Sponsors shall give 5 business days’ notice to all other Lead Investors before terminating the Merger Agreement (except
for a termination pursuant to Section 8.01(a), or 8.01(b)(i) or 8.01(f) of the Merger Agreement), (d) determining to close the Transactions
(as defined below), (e) controlling, directing and settling any shareholder-related suit, claim or proceeding arising in connection with
the transactions contemplated by the Merger Agreement, or the Equity Commitment Letters, and (f) solely subsequent to the termination
of the Merger Agreement, cause Parent and Merger Sub to initiate litigation or other legal action against the Company in connection with
a breach or alleged breach of the Merger Agreement and to take any other necessary actions in connection thereto.
3.1.2 In
the event that (x)(i) the Closing Conditions and all other obligations of funding under Section 2 of the Equity Commitment Letters and
under Section 2.1 and 2.2 of the Support Agreement, as applicable, have been satisfied (or are capable of being satisfied at the Closing)
or, with the prior written consent of both Sponsors with respect to the Merger Agreement, each relevant EC Investor, with respect to any
Equity Commitment Letter, or Support Shareholders with respect to the Support Agreement, as applicable, validly waived and the Closing
is required to
occur pursuant
to Section 7 of the Merger Agreement and funding of the Commitments are required to occur pursuant to Section 2 of each Equity Commitment
Letter and Section 2.1 and 2.2 of the Support Agreement and (ii) one or more Sponsors (or their respective EC Investors) have fulfilled
their Commitments or stand ready, willing and able to fulfill their Commitments (in such capacity, each a “Funding Investor”
and collectively “Funding Investors”) then the Funding Investors, may terminate the participation in the transaction
of any Investor that does not fund its Commitment or asserts in writing its unwillingness to fund its Commitment when required to do
so (any such Investor, a “Failure to Fund Investor”) or (y) an Investor breaches its obligations under Section
3.3 or Section 3.4 hereto or under the Support Agreement and, as a result, a Closing Condition fails to be satisfied or is
not reasonably capable of being satisfied, then the Funding Investors may terminate the participation in the transaction of such breaching
Investor (any such Investor, together with a Failure to Fund Investor, each, a “Failing Investor” and collectively,
“Failing Investors” and such failure of such Failing Investor to fund or such assertion pursuant to clause (x) or
breach pursuant to clause (y), a “Failing Investor Breach”); provided, that such termination shall not affect the
Funding Investors’ or non-breaching Investors’ rights against such Failing Investors under such Failing Investors’
Equity Commitment Letter or Support Agreement, as applicable, or under this Agreement with respect to such failure to fund, including
those set forth in Sections 3.1, 3.2 and 5.3 hereof. If an Investor becomes a Failing Investor, such Failing Investor
shall no longer be entitled to any approval or consent rights under this Agreement, and any directors or officers of Parent or Merger
Sub appointed by such Failing Investor, or representing such Failing Investor, shall be removed upon such Investor becoming a Failing
Investor.
3.1.3 Following
any termination under Section 3.1.2, any Sponsor that is a Funding Investor (the “Funding Sponsor”) may fund
at its sole discretion any unpaid amount of the Failing Investor’s portion of the Equity Commitment.
3.1.4 The
termination of any Failing Investor’s participation in the transactions and the funding of the Funding Investor’s portion
of the Equity Commitments in the manner set forth above shall not affect, alter or impair (i) the Company’s rights or remedies under
the Merger Agreement or the Equity Commitment Letters or (ii) the shareholders of Parent or the Funding Investors’ rights or remedies
against the Failing Investor under this Agreement or under the Support Agreement with respect to the Failing Investor’s failure
to fund or any other action or inaction.
Expenses.
3.2.1 Each
party hereto shall bear its own expenses incurred in connection with this Agreement. Notwithstanding the foregoing, in the event the Closing
occurs, Parent shall cause the Company to bear up to (i) US$750,000 in out of pocket expenses for each of the Sponsors (other than a Sponsor
who is a Failing Investor) and their respective Affiliates, and (ii) US$750,000 in aggregate out of pocket expenses of the Founders (other
than a Founder who is a Failing Investor) and their respective Affiliates, collectively; provided that the Founders (other than
any Founder who is a Failing Investor) inform the Company of their mutual determination as to the allocation of the US$750,000 to be reimbursed
among such Founders, in each case of (i) and (ii) that relate to the transactions contemplated by the Merger Agreement, the Equity Commitment
Letters, the Support Agreement, and this Agreement, including, without limitation, the reasonable fees, expense and disbursements of counsel,
accountants, consultants and other advisors retained by such Investors
(other than
a Failing Investor), but excluding, in each case, the funding of the Commitments under the Equity Commitment Letters and Support Agreement,
as applicable (“Investor Transaction Expenses”).
3.2.2 In
the event of a termination of the Merger Agreement in which a Termination Fee or any other amount, either as an expense reimbursement,
damages or otherwise, is paid to Parent or Merger Sub by the Company or its Subsidiaries or Affiliates, Parent or Merger Sub, as the case
may be, shall first pay (or cause to be paid) all Sponsors’ Investor Transaction Expenses (other than with respect to fees and expenses
incurred by a Failing Investor) and discharge all of Parent’s and Merger Sub’s other liabilities, from such expense reimbursement
or damages and pay pro rata to the respective Sponsor’s Equity Commitment (100% in the aggregate) any remaining amount of such payment
to the respective Sponsor (unless such Sponsor is a Failing Investor).
3.2.3 In
the event of a termination of the Merger Agreement in which no amount, either as expense reimbursement, damages or otherwise, is paid
to Parent or Merger Sub, or in the event that the amount paid is insufficient to pay all applicable Sponsors’ Investor Transaction
Expenses, each Sponsor agrees that it will be responsible for its own incurred Investor Transaction Expenses. Each of the Sponsors will
be responsible for their pro rata share (based on their relative Equity Commitment) of the total amount of expenses incurred in connection
with the Sponsors’ due diligence of the Company in connection with the Merger Agreement but not the expenses of any other Investor.
Each Sponsor will also be responsible for its liability that it incurs pursuant to customary indemnities and contribution obligations
that it has agreed to provide to its respective counsel, accountants, consultants or other advisors who have been engaged with respect
to the Merger and related transactions; provided, that no such indemnification or contribution by a Sponsor shall be required to
the extent that the proximate cause of such indemnifying Sponsor’s obligation to indemnify any such third party is the indemnified
Sponsor’s own conduct not undertaken at the direction or with the prior written consent of the other Sponsor; provided further
that no other party to this Agreement shall be liable for any such indemnification or contribution. The obligations under this Section
3.2 shall exist whether or not the Merger is consummated and shall survive any termination of any other provisions of this Agreement;
provided, that such fees and expenses are not paid by the Company, Parent or Merger Sub.
3.3 Approvals.
Subject in all respects to the limitations in the Merger Agreement, each Investor shall use reasonable best efforts and provide all cooperation
as may be reasonably requested by the Sponsors or the Founders to obtain all applicable governmental, statutory, regulatory or other approvals,
licenses, waivers or exemptions required or, in the reasonable opinion of the Sponsors or the Founders, desirable for the consummation
of the transactions contemplated by the Merger Agreement, including the Merger (the “Transactions”); provided
that notwithstanding anything to the contrary in this Agreement, but without limiting any obligations in the Merger Agreement, no Sponsor
shall, whether prior to or following the Closing, be required to cause any portfolio company, investment fund or other Affiliate of any
Sponsor (other than Parent, Merger Sub and their direct or indirect Subsidiaries) or any director, officer, employee, general partner,
limited partner, member, shareholder or manager of any of the foregoing to take any action, undertake any divestiture or restrict its
conduct other than to provide responsive information required to make any submission or application to a Governmental Authority and to
otherwise cooperate in connection with any such submission or application as is necessary and customary
under the
circumstances. Each Investor shall comply with the obligations set out in the Merger Agreement in Section 5.03 as if such Investor were
Parent under the Merger Agreement.
3.4 Required
Information. Each Investor, on behalf of itself and its respective Affiliates, agrees to promptly provide to Parent and each other
Investor, as applicable (consistent with the timing required by the Merger Agreement or applicable Law, as applicable), any information
about such Investor (or its Affiliates) that Parent or the Company, as applicable, reasonably determines upon the advice of outside legal
counsel is required to be included in (i) the Proxy Statement, (ii) the Schedule 13E-3, (iii) the Schedule 13D of Parent or any Investor,
as applicable, or (iv) any other filing or notification with any Governmental Authority in connection with the Merger, this Agreement,
the Merger Agreement the Support Agreement, the Equity Commitment Letters, or any other agreement or arrangement to which it (or any of
its Affiliates) is a party relating to the transactions contemplated thereby. Each Investor shall reasonably cooperate with Parent and
the Company in connection with the preparation of the foregoing documents to the extent such documents relate to such Investor (or any
of its Affiliates). Each Investor agrees to permit the Company to publish and disclose in the Proxy Statement (including all documents
filed with or furnished to the U.S. Securities and Exchange Commissions (the “SEC”) in accordance therewith), its/his
and its respective Affiliates’ identity and beneficial ownership of the shares or other securities of the Company and the nature
of such Investor’s commitments, arrangements and understandings under this Agreement, the Equity Commitment Letters, the Support
Agreement or any other agreement or arrangement to which it/he (or any of its Affiliates) is a party relating to the transactions contemplated
thereby (including a copy thereof), to the extent required by applicable Law or the SEC (or its staff). Each Investor hereby represents
and warrants to Parent as to itself/himself and its Affiliates, as applicable, that, solely with respect to any information supplied by
such Investor, as applicable, in writing pursuant to this Section 3.4, none of such information contained or incorporated by reference
in the Proxy Statement will at the time of the mailing of the Proxy Statement to the shareholders of the Company, at the time of the Company
Shareholders Meeting, or at the time of any amendments thereof or supplements thereto, and none of such information supplied or to be
supplied by such Investor, for inclusion or incorporation by reference in the Schedule 13E-3 to be filed with the SEC (which includes
the Proxy Statement) will, at the time of such filing with the SEC, or at the time of filing with the SEC any amendments thereof or supplements
thereto, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Investor agrees
to join (and to cause its Affiliates to join, to the extent required by applicable Law or the SEC (or its staff)) as a filing party to
any Schedule 13E-3 filing discussed in the preceding sentence.
3.5 Certain
Representations and Warranties.
3.5.1 Each
Investor hereby represents and warrants to each of the Lead Investors and to Parent that (i) it has not entered into any formal or informal
agreement, arrangement or understanding with any other potential investor or group of investors, the Company, or any shareholder of the
Company with respect to the subject matter of this Agreement or the Merger Agreement or any other similar transaction involving the Company,
other than the agreements expressly contemplated by this Agreement, the Merger Agreement, the Joint Bidding Agreement, Permitted Syndication
and the Support Agreement; (ii) if such Investor is a corporate entity, it is duly organized, validly existing and in good standing under
the Laws of its jurisdiction of
organization,
and is duly qualified to conduct business, and is in good standing, in each other jurisdiction where the ownership of its properties
or the conduct of its business makes such qualification necessary; (iii) he/it is the lawful owner of the Rollover Shares; (iv) none
of the information supplied by such Investor specifically for inclusion or incorporation by reference in the Proxy Statement or Schedule
13E-3 will cause a breach of the representations and warranties of Parent or Merger Sub set forth in the Merger Agreement; (v) it has
all necessary power and authority to execute, deliver and perform its obligations under this Agreement in accordance with the terms of
this Agreement; (vi) the execution, delivery and performance of this Agreement have been duly authorized by all necessary action and,
if the Investor is a corporate entity, do not contravene any provision of its partnership agreement, limited liability company agreement
or other organizational documents, or any Law, regulation, rule, decree, order, judgment or contractual restriction binding on such Investor
or its/his assets; (vii) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority
necessary for the due execution, delivery and performance of this Agreement by such Investor, as applicable, have been obtained or made
and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Authority
is required in connection with the execution, delivery or performance of this Agreement; (viii) this Agreement constitutes a legal, valid
and binding obligation of such Investor enforceable against such Investor in accordance with its terms; and (ix) if such Investor is
a Sponsor, such Sponsor, or its applicable Affiliate(s) party to the Equity Commitment Letter, will have sufficient funds, available
lines of credit, unfunded capital commitments or other sources of immediately available funds to fulfill its “Equity Commitment”
(as defined in each Investor’s Equity Commitment Letter). No Investor, any of its Affiliates, Parent, any of its Subsidiaries or
any of their respective officers, employees, agents or representatives makes or has made any express or implied representation or warranty
on behalf of such Investor or any of its Affiliates in connection with the transactions contemplated hereby other than those expressly
set forth in this Section 3.5 and no Investor, any of its Affiliates, Parent, any of its Subsidiaries or any of their respective
officers, employees, agents or representatives has relied on any express or implied representation or warranty in connection with the
transactions contemplated hereby other than those expressly set forth in this Section 3.5.1.
3.6 Covenants. Until
this Agreement is terminated pursuant to Section 5.16, without the prior approval of each Lead Investor and other than in connection
with a Permitted Syndication or Permitted Shareholder Assignment, no Investor shall, and shall cause its or his Affiliates, officers,
directors, employees, agents, advisors and other representatives (in each case, acting in their capacity as such to such Investor) not
to, (i) solicit, initiate, knowingly encourage or knowingly facilitate any inquiry, discussion offer or request that that constitutes,
or would reasonably be expected to lead to, an Alternative Proposal, (ii) enter into, continue or maintain discussions or negotiations
with, or provide any non-public information relating to the Company or any of its Subsidiaries to, any Person in connection with any Alternative
Proposal, (iii) approve, agree to, accept, endorse or recommend any Alternative Proposal or (iv) enter into any agreement, arrangement
or understanding or have discussions with any other potential investor or acquirer, group of investors or acquirors, or the Company or
any of its representatives with respect to the subject matter of this Agreement and the Merger Agreement or any other similar transaction
involving the Company including an Alternative Proposal; provided, that this Section 3.6 shall not limit or restrict
the Founders or any representative of General Atlantic on the board of directors of the Company (the “Company Board”)
in acting solely in his or her capacity as the chairman of the Company Board or as an officer and/or a director of the Company (and not
in his or her capacity as
a representative
of a shareholder or its Affiliate) and exercising his or her fiduciary duties and responsibilities solely in his or her capacity as such;
provided, further, that notwithstanding anything to the contrary in this Agreement and irrespective of when this Agreement
is terminated pursuant to Section 5.16, the prohibition on entering into agreements, arrangements or understandings or having
discussions with other potential investors in this Section 3.6 shall apply to an Investor that is a Failing Investor for
a period of one year following such Investor becoming a Failing Investor; provided, further, that this Section 3.6 shall
not limit or restrict a Sponsor from having discussions or sharing information to the extent permitted under the confidentiality agreement
such Sponsor has executed with the Company in connection with the Transactions.
3.7 Treatment
and Assumption of Convertible Notes. Each Investor agrees to take all action such that on or around the date of Closing, the terms
of the 8.00% Convertible Senior Secured Notes due in 2028 (the “Convertible Notes”) issued by the Company to certain
affiliated investment funds of the Sponsors shall be amended as set forth on Exhibit D hereto and, immediately following the Effective
Time, be assumed by Parent. Notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement shall require
the conversion of the Convertible Notes.
3.8 No
Side Agreements. Except as expressly contemplated by this Agreement or the Merger Agreement, and except for the Term Sheet, the Equity
Commitment Letters, the Joint Bidding Agreement and the Support Agreement, none of the Investors, or any of their respective Affiliates
has or shall enter into any material agreement, arrangement or transaction with any Investor prior to the Closing and relating to the
Transactions without the prior written consent of each of the Lead Investors, except for non-reliance letters, access letters and other
agreements related to diligence reports and agreements of similar nature. For the avoidance of doubt, this Section 3.8 shall not restrict
any Founder from entering into any agreement, arrangement or transaction between the Founders.
Article IV
CLOSING ARRANGEMENTS
4.1 Organizational
Documents; Shareholders’ Agreement. Each Investor will negotiate
in good faith with the Lead Investors and acknowledges and agrees that it is obligated to execute and deliver, prior to the consummation
of the Merger, (i) one or more definitive agreements with respect to the matters set forth on Exhibit C hereto (the “Shareholders’
Agreement”) and (ii) amend the organizational and other relevant corporate documents of Parent as the Lead Investors may determine
is required to give effect to Exhibit C. Each Investor further agrees that it or he will not take any action that could reasonably
be expected to materially impede, delay or adversely affect the Merger. The Shareholder Agreement and such organizational and other relevant
corporate documents will be consistent with the terms and conditions set forth on Exhibit C and any inconsistent terms and
conditions must be approved in writing by each of the Lead Investors. Each Additional Rollover Shareholder agrees to promptly execute
the Shareholder’s Agreement and such organizational and other relevant corporate documents following a request by the Lead Investors
for execution (and prior to the Closing, so long as such request is made at least 24 hours prior to the Closing), which request will
include the execution version of the Shareholders’ Agreement; provided that any inconsistent term or condition that would
be adverse and disproportionate to an
Additional
Rollover Shareholder as compared to any other Investor must be approved by such Additional Rollover Shareholder. Parent and each Investor
will cooperate with one another to enter into, and will negotiate in good faith concerning the form and substance of, the Shareholders’
Agreement. In the event that the Investors are unable to agree on the terms of the Shareholders’ Agreement prior to the Closing
or the Lead Investors do not make a request for execution of the Shareholders’ Agreement at least 24 hours prior to the Closing,
as applicable, it is understood and agreed that the Closing shall not be delayed and the terms set forth on Exhibit C hereto shall
govern with respect to the matters set forth therein following the Closing and until such time as the Investors enter into a Shareholders’
Agreement.
Article V
MISCELLANEOUS
5.1 Amendment
and Waiver. Any provision of this Agreement may be amended or
waived only in a writing signed (a) in the case of any amendment, by each Lead Investor; provided that any amendment that would
be adverse and disproportionate to an Additional Rollover Shareholder as compared to any other Investor must be signed by such Additional
Rollover Shareholder, and (b) in the case of a waiver, by the party or parties waiving rights hereunder. No waiver of any provision hereunder
or any breach or default thereof shall extend to or affect in any way any other provision or prior or subsequent breach or default. Any
consent, waiver or other approval to be given hereunder or exercise of any right hereunder, in each case, by the Founders, whether as
an Investor or Founder hereunder and whether individually or together, may be given or exercised, as applicable, by Ari de Sá
Cavalcante Neto. Ari de Sá Cavalcante Neto is, by execution of this Agreement, irrevocably appointed by each of the Founders as
the Founders’ representative and authorized to represent the Founders under and in connection with this Agreement and in relation
to the Merger, the Support Agreement, the Shareholders Agreement and the transactions contemplated thereby.
5.2 Severability.
Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity
or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in
any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or
provision hereof is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability
shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace
any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing
the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration
of the time within which the judgment may be appealed.
5.3 Remedies.
The parties hereto agree that, except as provided herein, this Agreement will be enforceable by all parties hereto by all available remedies
at Law or in equity (including, without limitation, specific performance, without bond or other security being required). In the event
that an Investor is a Failing Investor, the parties hereto agree that any Funding Investor shall be entitled, in its discretion, to either
(a) specific performance of the terms of this Agreement, whether before or after the Closing, together with any costs of enforcement incurred
by such Funding
Investor
in seeking to enforce such remedy, without bond or other security being required or (b) provided that the Funding Investor elects to
fund the Failing Investor’s Commitment, specific performance of the payment by such Failing Investor in an amount equal to such
Failing Investor’s pro rata percentage (based on its Commitment) of Investor Transaction Expenses, as applicable, in accordance
with Section 3.2.3 hereof. If the Merger fails to be consummated due to an Investor’s breach of any of its obligations under
this Agreement or the Support Agreement (including by causing Parent to either take an action or fail to take an action which, in either
case, gives rise to a breach of the terms of the Merger Agreement), the non-breaching Lead Investors shall be entitled to (a) specific
performance of this Agreement, (b) payment or reimbursement by the breaching Investor of all out-of-pocket damages or expenses incurred
by Parent, Merger Sub or the non-breaching Investors (including recovery of all termination fee, expense reimbursement obligations or
other amounts payable by Parent or Merger Sub under the Merger Agreement) relating to, or arising from, such breach, and/or (c) reimbursement
by the breaching Investor for any costs of enforcement incurred by the non-breaching Investors in seeking to enforce such remedies. Such
Investor will not have the right to recover lost profits or benefit of the bargain damages from the Failing Investor or breaching Investor,
and the only damages remedy against the Failing Investor or breaching Investor are set forth above. If the majority of Funding Investors
or non-breaching Investors, as applicable, determine to enforce the remedy in accordance with this Section 5.3 against any Failing
Investor or breaching Investor, as applicable, they must do so against all Failing Investors or breaching Investors, as applicable. If
there are multiple Failing Investors or breaching Investors, each Failing Investor’s or breaching Investor’s portion of the
total obligations hereunder shall be the amount equal to the product of (x) the amounts due from all Failing Investors and breaching
Investors, as applicable, hereunder multiplied by (y) a fraction of which the numerator is such Failing Investor’s or Breaching
Investor’s Commitment and the denominator is the sum of all Failing Investors’ or Breaching Investors’ Commitments.
Notwithstanding anything in this Agreement to the contrary, in no event will a Failing Investor or breaching Investor be liable under
this Agreement in an amount that exceeds the aggregate amount of damages, settlements amounts and out-of-pocket fees and expenses paid
to third parties. If a Failing Investor or breaching Investor for any reason pays damages to the Company and/or Parent in an amount greater
than the amount of its Commitment, to the extent that Parent receives any such amount, Parent shall promptly return to such Failing Investor
or breaching Investor the amount received from the Failing Investor or breaching Investor in excess of its Commitment.
5.4 No Recourse.
Notwithstanding any provision of this Agreement or otherwise, the parties to this Agreement agree on their own behalf and on behalf of
their respective Affiliates that this Agreement may only be enforced against, and any litigation for breach of this Agreement may only
be made against, the parties to this Agreement, and, with respect to each party to this Agreement, none of such party’s former,
current or future equity holders, controlling persons, directors, officers, employees, agents, representatives, Affiliates, members, managers,
general or limited partners, attorneys or assignees (or any former, current or future equity holder, controlling person, director, officer,
employee, agent, representative, Affiliate, member, manager, general or limited partner, attorney or assignee of any of the foregoing)
(each, a “Non-Recourse Party”) that is not a party to this Agreement shall have any Liability relating to this Agreement
or any of the transactions contemplated herein (except under the Equity Commitment Letters, and Support Agreement (in each case, to the
extent provided therein)) or in respect of any oral representations made or alleged to be made in connection herewith. None of the parties
shall have any rights of recovery in respect hereof against any Non-Recourse Party and no personal liability shall attach to
any Non-Recourse
Party through any party hereto, or otherwise, whether by or through attempted piercing of the corporate veil, by or through a litigation
(whether in tort, contract or otherwise), by the enforcement of any judgment, fine or penalty or by virtue of any Law, or otherwise.
No Additional Rollover Shareholder may bring any Action against Parent or any Lead Investor except to specifically enforce its rights
that are specifically granted to such Additional Rollover Shareholder hereunder.
5.5 Governing Law; Jurisdiction.
This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relating
to this Agreement or the negotiation, execution or performance of this Agreement shall be governed by and construed in accordance with
the Laws of the State of New York, without respect to its applicable principles of conflicts of laws that might require the application
of the laws of another jurisdiction, except for that matters arising out of or relating to the cancellation or contribution (as applicable)
of the Rollover Shares contemplated by this Agreement shall be interpreted, constructed and governed by and in accordance with the Laws
of the Cayman Islands in respect of which the Parties hereto hereby irrevocably submit to the nonexclusive jurisdiction of the courts
of the Cayman Islands. Each of the Parties hereby irrevocably and unconditionally (i) submits, for itself and its property, to the exclusive
jurisdiction and venue of the state courts of the State of New York sitting in the Borough of Manhattan (“New York Courts”)
in any action arising out of or relating to this Agreement, including the negotiation, execution or performance of this Agreement and
agrees that all claims in respect of any such action shall be heard and determined in the New York Courts, (ii) waives, to the fullest
extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any action arising
out of or relating to this Agreement or the negotiation, execution or performance of this Agreement in the New York Courts, including
any objection based on its place of incorporation or domicile, (iii) waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action in any such court and (iv) agrees that a final judgment in any such action shall
be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the Parties
consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered
mail addressed in accordance with Section 5.19 at the applicable address set forth on the signature pages hereto or in any other
manner permitted by applicable Law.
5.6 Waiver of Jury Trial.
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY BE BASED UPON, ARISE OUT OF OR RELATED TO THIS AGREEMENT IS LIKELY TO
INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH
PARTY MAY HAVE TO A TRIAL BY JURY FOR ANY DISPUTE BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE BREACH, TERMINATION
OR VALIDITY THEREOF. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO OTHER PARTY NOR ITS REPRESENTATIVES, AGENTS OR ATTORNEYS HAVE REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY
UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH PARTY HAS BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, 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.
5.7 Exercise of Rights and Remedies.
No delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default by any
other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence
in any such breach or default, or of any similar breach or default occurring later; nor shall any such delay, omission or waiver of any
single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.
5.8 Other Agreements; Assignment.
This Agreement, together with the agreements referenced herein, constitute the entire agreement, and supersede all prior agreements, understandings,
negotiations and statements, both written and oral, among the parties or any of their Affiliates with respect to the transactions contemplated
hereby (other than the Merger Agreement and the other agreements expressly referred to herein or therein as being entered into in connection
with the Merger Agreement). Other than as provided herein, this Agreement shall not be assigned by any party hereto without the prior
written consent of each of the other parties hereto. Notwithstanding anything to the contrary in the foregoing, General Atlantic, Dragoneer
and the Founders agree that the Joint Bidding Agreement is hereby terminated; provided that, the termination of the Joint Bidding
Agreement shall not relieve any party thereto of any liability or obligation resulting from any breach thereof, which accrued thereunder
prior to the termination of the Joint Bidding Agreement.
5.9 Non-Circumvention.
Each party hereto agrees that it shall not indirectly accomplish that which it is not permitted to accomplish directly under this Agreement.
5.10 No Third-Party Beneficiaries.
This Agreement shall be binding on each party hereto solely for the benefit of each other party hereto and nothing set forth in this Agreement,
express or implied, shall be construed to confer, directly or indirectly, upon or give to any Person other than the parties hereto any
benefits, rights or remedies under or by reason of, or any rights to enforce or cause the parties hereto to enforce, any provisions of
this Agreement, except the Non-Recourse Parties shall have the right to enforce their rights under Section 5.4.
5.11 Confidentiality.
Except as permitted under this Section 5.11 or Section 5.12, each Investor (the “Recipient”) shall not,
and shall direct his, her or its Affiliates and the Representatives of the foregoing not to, disclose any Confidential Information obtained
from a disclosing Investor without the prior written consent of such disclosing Investor; provided that the Recipient may
disclose any Confidential Information to Persons in connection with a Permitted Syndication and to any of his, her or its Affiliates and
any of the Representatives of the foregoing who need to know such Confidential Information in connection with advising such Investor with
respect to this Agreement, the Merger Agreement or the transactions contemplated hereby and, in each case, (prior to such disclosure)
have agreed with the Recipient to maintain the confidentiality of such Confidential Information as set out herein or are otherwise bound
by applicable Law or rules of professional conduct to keep such information confidential. Each Investor shall not and shall direct his,
her or its Affiliates and the Representatives of the foregoing to whom Confidential
Information
is disclosed not to, use any Confidential Information for any purpose other than exclusively for the purposes of this Agreement, the
Merger Agreement or the transactions contemplated hereby and thereby. In this Agreement, “Confidential Information” refers
to all written, oral or other information obtained in confidence by one Investor from any other Investor in connection with this Agreement
or the Transactions from and after the date hereof, unless such information (a) is already or becomes known to the receiving Investor
prior to the disclosure thereof by the disclosing Investor, (b) is provided to the receiving Investor by a third party which is not known
by such receiving Investor to be bound by a duty of confidentiality to the disclosing Investor, (c) is or becomes publicly available
other than through a breach of this Agreement by such receiving Investor, or (d) is developed independently by or for the receiving Investor
without using any Confidential Information, and “Representative” of a person refers to that person’s officers, directors,
employees, accountants, counsel, financial advisors, consultants, other advisors, general partners, limited partners and sources or prospective
sources of equity or debt financing.
5.12 Permitted
Disclosures. An Investor may make disclosures of Confidential Information (a) if required by applicable Laws or the rules and regulations
of any securities exchange or governmental authority of competent jurisdiction over an Investor; (b) if the information is publicly available
other than through a breach of this Agreement by such Investor, any of his, her or its Affiliates or any of the Representatives of the
foregoing to whom such Confidential Information was disclosed; (c) if such information is already in such Investor’s possession,
provided that such information is not subject to another confidentiality agreement with or other obligation of secrecy to any person of
which such party is or should be aware; or (d) in any proceeding arising from a dispute between or among the Investors alleging a breach
of the terms of this Agreement. In the event that an Investor receives a request to disclose all or any part of the Confidential Information
from a court or governmental or regulatory authority or agency or is obligated to disclose any portion of the Confidential Information
as described in clause (a) of the preceding sentence, it shall, to the extent permitted by law, (x) notify as promptly as possible each
affected Investor of the existence, terms and circumstances surrounding such obligation; (y) consult with such affected Investor on the
advisability of taking legally available steps to resist or defend against such obligation or to protect the confidentiality of such Confidential
Information following such disclosure; and (z) if disclosure of such Confidential Information shall be required, furnish only that portion
of the Confidential Information that such Investor is requested or legally compelled to disclose.
5.13 Public
Disclosures. No Investor shall issue any press release or otherwise make any public statement with respect to this Agreement, the
Merger Agreement or the transactions contemplated hereby and thereby without the prior written consent of each of the other Investors
unless such press release or public statement is required by law, regulation or legal or regulatory process (or stock exchange rule).
In the event that an Investor becomes obligated to issue a press release or otherwise make a public statement as described in the preceding
sentence, it shall, to the extent permitted by law, (x) notify as promptly as possible each of the other Investors of the existence, terms
and circumstances surrounding such obligation; (y) consult with the other Investors on the content of such press release or other public
statement; and (z) include the name of any other Investors in such press release or other public statement only to the extent legally
compelled to do so. Notwithstanding the foregoing, each Investor may make any beneficial ownership filings or other filings with the SEC,
or amendments thereto, in respect of the Company and its securities that such Investor reasonably believes is required under applicable
law without the prior written consent of the other Parties, provided that each such Investor shall coordinate with the other Investors
in good
faith regarding
the content and timing of such filings or amendments in connection with this Agreement, the Merger Agreement or the transactions contemplated
hereby and thereby.
5.14 Counterparts.
This Agreement may be executed in any number of counterparts (including by facsimile or electronic transmission in “portable document
format”), each such counterpart when executed shall be deemed to be an original instrument, and all such counterparts shall together
constitute one and the same agreement.
5.15 Headings.
The descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect the
meaning or interpretation of this Agreement.
5.16 Termination.
Except with respect to Sections 3.2 (Expense Sharing), 3.5 (Certain Representations and Warranties), 3.6
(Covenants), 3.7 (Disclaimer of Warranties) and Article V, this Agreement will terminate upon the earlier
to occur of (a) the Closing and (b) the termination of the Merger Agreement in accordance with its terms; provided, that any
liability for any failure to comply with the terms of this Agreement prior to termination shall survive such termination.
5.17 No Presumption Against Drafting
Party. Each of the Parties to this Agreement acknowledges that it has been represented by independent
counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of Law or any legal
decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting party has no application
and is expressly waived.
5.18 No Partnership.
Except as expressly contemplated herein, nothing in this Agreement is intended to, and this Agreement shall not, create a partnership
between the parties hereto. Accordingly, (i) the rights, obligations and duties of each party hereto in relation to the other parties
with respect to the subject matter of this Agreement shall be only those contractual rights, obligations and duties that are created by
the express terms of this Agreement and shall not include any fiduciary or other implied rights, obligations or duties of any kind, (ii) no
party hereto shall be authorized to act on behalf of the other parties except as otherwise expressly provided by the terms of this Agreement
and (iii) no party hereto shall be obligated to any third party for the obligations or liabilities of any other party hereto.
5.19 Notices.
Any notices or correspondence received by Parent or Merger Sub under, in connection with, or related to this Agreement or the Merger Agreement
shall be promptly provided to each Investor in the manner provided for in Section 9.02 of the Merger Agreement at the address set forth
below for each Investor or any other address designated by any Investor in writing to Parent and each Investor. If to General Atlantic:
General Atlantic Service Company, LLC
55 East 52nd Street, 32nd Floor
New York, NY 10055
Attn: Mark Gosk
Facsimile No.:
Email: mgosk@generalatalantic.com
with a copy to (which shall not constitute notice):
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6064
|
Attn: |
Matthew Abbott |
|
|
Cullen L Sinclair |
Facsimile No.: (212) 757-3900
|
Email: |
mabbott@paulweiss.com |
|
|
csinclair@paulweiss.com |
If to Dragoneer:
One Letterman Drive,
Building D, Suite M500,
San Francisco, CA 94129
|
Attn: |
Michael Dimitruk |
|
Email: |
notices@dragoneer.com |
with a copy to (which shall not constitute notice):
Ropes & Gray LLP
Three Embarcadero Center
San Francisco, CA 94111-4006
|
Attn: |
Thomas Holden |
|
|
Eric Issadore |
|
Email: |
Thomas.Holden@ropesgray.com |
|
|
Eric.Issadore@ropesgray.com |
If to Oto Brasil de Sá Cavalcante
Av. Washington Soares, 3737
Edson Queiroz Fortaleza
CE, 60810-350
Email: oto@arcoeducacao.com.br
with a copy to (which shall not constitute notice):
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
|
Attn: |
Manuel Garciadiaz |
|
|
Cheryl Chan |
|
Email: |
manuel.garciadiaz@davispolk.com |
|
|
cheryl.chan@davispolk.com |
If to Ari de Sá Cavalcante Neto
Rua Augusta, 2840, 15th floor,
São Paulo, SP, Brazil 01412-100
Email: ari@arcoeducacao.com.br
with a copy to (which shall not constitute notice):
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
|
Attn: |
Manuel Garciadiaz |
|
|
Cheryl Chan |
|
Email: |
manuel.garciadiaz@davispolk.com |
|
|
cheryl.chan@davispolk.com |
[Signature pages follow]
IN WITNESS WHEREOF, each of
the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative
thereunto duly authorized) as of the date first above written.
GENERAL ATLANTIC ARCO (BERMUDA) 2, L.P.
By: |
General Atlantic (SPV) GP (Bermuda), LLC, |
|
|
its general partner |
|
|
|
|
By: |
General Atlantic GenPar (Bermuda), L.P., |
|
|
its managing member |
|
|
|
|
By: |
GAP (Bermuda) L.P., |
|
|
its general partner |
|
|
|
|
By:
|
/s/ Kelly Pettit |
|
Name: |
Kelly Pettit |
|
Title: |
Managing Director |
|
ARCHERY DF HOLDINGS, LP
By: |
Dragoneer CF GP, LLC, its General Partner |
|
|
|
|
By: |
/s/ Michael Dimitruk |
|
Name: |
Michael Dimitruk |
|
Title: |
Vice President |
|
ACHIEVE HOLDINGS
By: |
/s/ Rodrigo Catunda |
|
Name: |
Rodrigo Catunda |
|
Title: |
Director |
|
ACHIEVE MERGER SUB
By: |
/s/ Rodrigo Catunda |
|
Name: |
Rodrigo Catunda |
|
Title: |
Director |
|
OTO BRASIL DE SÁ CAVALCANTE
/s/ Oto Brasil De Sá Cavalcante |
|
ARI DE
SÁ CAVALCANTE NETO
/s/ Ari De Sá Cavalcante Neto |
|
KEENAN CAPITAL FUND LP
By: |
Keenan Capital GP, LLC, a Delaware limited liability company, its General Partner |
|
|
|
|
By: |
/s/ Charles James Keenan IV |
|
Name: |
Charles James Keenan IV |
|
Title: |
Manager of Keenan Capital GP, LLC, General Partner of Keenan Fund LP |
|
WISHBONE MANAGEMENT, LP
By: |
/s/ John Harris |
|
Name: |
John Harris |
|
Title: |
Managing Partner |
|
SCHEDULE A
Additional Rollover Shareholders
Exhibit A
Support Agreement
Exhibit B
Equity Commitment Letters
Exhibit C
Shareholders’ Agreement Term Sheet
Exhibit D
Convertible Notes Term Sheet
Arco Platform (NASDAQ:ARCE)
Historical Stock Chart
From Sep 2024 to Oct 2024
Arco Platform (NASDAQ:ARCE)
Historical Stock Chart
From Oct 2023 to Oct 2024