SHARE (QUOTAS) PURCHASE AND SALE
AGREEMENT
The first
Parties to the agreement shall be hereinafter jointly called as
follows:
CASTROL LLC. , duly formed in November 12, 2008, with its
constitution document under authentication nº 6962552, granted
by the Secretary of the State of Delaware, in the United States of
America (U.S.A.), with registered Office and registered agent with
domicile at Greentree Drive, nr. 160, room 101, Dover, County of
Kent, in the State of Delaware, U.S.A., 19904, being here
represented by its attorney Mr. EDISON CARMAGNANI ,
Brazilian, married, entrepreneur, National Identity Card Holder RG
nr. 2.256.983 SSP/SP, enrolled in the Brazilian Internal Revenue
Service Registration CPF/MF as nr. 063.543.788-00, with resident
and domicile at 482 Bartira Street, ap. 131, Perdizes, in the city
of São Paulo, São Paulo State, ZIP code 05009-000
from now on called SELLER or CASTROL , and
B&D FOOD
CORP. , a corporation
located in The United States of America, duly established pursuant
the Laws of the Delaware State, USA, with headquarters at 575
Madison Avenue, New York, NY, USA, herein represented by its
President Mr. DANIEL OLLECH , bearer of Brazilian Passport
nº 554471, with residence and domicile at Derech hahoresh 96
,Jerusalem, Israel, and by its Brazilian attorney Mr.
Javier Tano Feijo, Uruguaian, Divorced, Business Administrator,
wuth National Identity card RNE n# w275.706.-u and
enrolled in the Brazilian Internal Revenue Service –CPF
Number 035.336.128-40, with residence ane domicile at Rua barata
Ribeiro 323,cj11 ,City of Sao Paulo, SP Zip Code
01308-000, hereinafter called BUYER or B&D
.
Whereas CASTROL LLC. is the controller in the
Federative Republic of Brazil (Brazil) of the company
called GLOBAL MILK BUSINESSES AND ADMINISTRATION OF
PRIVATE PROPERTIES LTDA. , a limited liability company, with
headquarters at Av. of the Tajurás, 236, City Garden, in the
City of São Paulo, State of São Paulo, ZIP 05670-000,
enrolled in the Brazilian Internal Revenue
under CNPJ/MF nº 10.605.431/0001-35,
with its Social Contract duly filed in the Chamber of Commerce of
the State of São Paulo - JUCESP under “NIRE”
35.222.921.829 (hereinafter called GLOBAL MILK ).
Whereas the parties agreed on the purchase and sale of
the shares (quotas) accordingly to the terms established in this
Share (Quotas) Purchase and Sale Agreement.
The parties
agree by mutual covenant to execute this agreement as per the
following clauses:
CHAPTER I -
OBJECT OF THE TRANSACTION
1.1. For
B& D, with qualification above, the object of the transaction
will be acquisition of 60% (sixty percent) of the participation
i
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