PRIVATE INSTRUMENT
OF
QUOTAHOLDERS AGREEMENT
OF
"GLOBAL MILK NEGOCIOS e
ADMINISTRACAO DE BENS PROPRIOS LTDA
By this Private
Instrument and in the best legal form, the parties
below:
I) CASTROL
LLC ., A company duly
constituted under the laws of the State of Delaware, United States
of America, based at 160 Greentree Drive, Room 101, Dover in Kent
County, 19904, herein represented by its Attorney Mr. Edison
Carmagnani , Brazilian, married, businessman, holder
of Identity Card n˚ 2.256.983 SSP/SP, and Individual Taxpayer
Registration with the Federal Revenue Service CPF 063.543.788-00,
resident and domiciled at Rua Bartira, nº 482, apt. 131,
Perdizes, in São Paulo, São Paulo, CEP 05009-000
(hereinafter referred only as CASTROL ) and
II) B&D FOOD CORP., A company duly
incorporated under the laws of Delaware, headquartered at 575
Madison Avenue, in New York City, NY, USA, herein represented by
its President, Mr. Daniel Ollech ,Brazilian Passport n
CP554471, resident and domiciled at Derech Hahoresh 96 ,Jerusalem
Israel and Its Brazilian Legal Representative Mr Javier Yano
Feijo,Uruguaian,divorced ,Business administrator holder of national
identity vard RNE n W275.706 and enrolled at the Brazilian Internal
Revenue service under CPF n 035316128-40 resident at Rua
Barata ribeiro 323 ,cj 11 ,Cerqueira Cesar,in the city of Sao Paulo
,State of Sao Paulo (hereinafter called simply
B&D );
Which,
hereinafter, called "Partners", hold 100% (hundred percent) of
shares representing the capital of GLOBAL MILK BUSINESS AND
PERSONAL PROPERTY MANAGEMENT LTD., headquartered at
Avenida dos Tajurás, n˚236 in Cidade Jardim in the city
of São Paulo - SP, CEP 05670-000, with its articles of
incorporation and bylaws duly filed in the Board of Trade of the
State of São Paulo - JUCESP under n˚ 35222921829, and
registered at the Federal Revenue Service – Registration of
Corporate Tax Payers - CNPJ under n˚ 10.605.431/0001-35
(hereinafter simply called GLOBAL MILK ).
PRELIMINARY
CONSIDERATIONS
Whereas it is the partners wish to preserve the
social interests of GLOBAL MILK , and maintain
the regularity of its activities;
Whereas the partners believe that to achieve
these objectives, it is imperative to regulate the coexistence
between them, through this present regulate agreement of
shareholders relationship (the "Agreement of
quotaholders");
Whereas the members believe it is necessary to
define some rules for good living, company administration, quotas
transactions among members and between them and third
parties outside the current corporate composition, among other
matters;
Whereas the members have as scope, with the rules
of these conducts, the perpetuation of GLOBAL MILK as well
as the preservation of its social purposes;
The
Partners have between them, and fair contracted, this
Quotaholders´ Agreement, embodied in the
following:
CHAPTER I – OF
DEFINITIONS
CLAUSE 1st -
The terms in this Agreement of Quotaholders shall have the
meaning of law, unless another definition is specifically assigned
to them:
1. Agreement
of quotaholders: It is this instrument, which consists of a set
of principles, standards, criteria and mechanisms aimed at
regulating the relationship between the partners and tasks
of each of the members individually, to optimize and operationalize
their relations, and, taking as objectives and valuable purposes
the preservation of activities and the social purposes of GLOBAL
MILK .
2.
Additive : Instrument written and duly signed by the
Partners and which partially amends the Agreement of
quotaholders.
3.
Administrator : Individual, partner or no partner, to be
responsible for the administration of the company elected by the
partners in accordance with the provisions of the
Agreement of quotaholders , executed separately
by the Partners.
4. Articles
of Incorporation and Bylaws : It is the Articles of
Incorporation and Bylaws of GLOBAL MILK and encompasses all
contract changes.
5.
Dividends : Dividends are the portion to be distributed
among members , based on the profit determined by the
GLOBAL MILK .
6. GLOBAL
MILK : it is the GLOBAL MILK NEGOCIOS E EMPREENDIMENTOS
LTDA , already qualified in the preamble, including the
company, its shareholders, directors and administrators, also
including the headquarters and branches that may exist.
7.
Confidential Information : Any written or verbal information
that any of the partners , employees, related companies or
individuals have access because of their position, including but
not limited to business information, societal, economic, products,
goods and services, financial statements, know-how, techniques,
designs, specifications, drawings, prints, diagrams, formulas,
models, flowcharts, sketches, photographs, plans, computer
programs, CDs, disks, diskettes, tapes, contracts, business plans ,
processes, projects, products, specifications, customers,
suppliers, and/or distributors, price and cost structure,
definitions, marketing information, and other technical, financial
or commercial, among others. This information will be protected by
the Partner under this Agreement of quotaholders
.
8.
Shares : Share of capital division, the value set in the
social contract of $ R$40.04 (real) each.
9.
Resigning Partner: Partner who voluntarily chooses not
to be part of the Global Milk, selling its shares, which must be
made in accordance with Clause 4 of the Agreement of
quotaholders .
10. S.
TEIXEIRA : It is the S. TEIXEIRA FOOD PRODUCTS LTD., limited
company headquartered at Avenida Faustino Ramalho, nº 110,
Vila Galvão in the municipality of Guarulhos, São
Paulo, registered at the Federal Revenue Service –
Registration of Corporate Taxpayers CNPJ under n˚
64.111.206/0001-71 and with its Articles of Incorporation and
Bylaws duly filed in the Board of Trades of the State of
SãoPaulo - JUCESP under the n˚ 3520954034-5.
11.
PARALEITE : It is PARALEITE FOOD PRODUCT LTD.,
limited company headquartered at Rodovia PA-150, Km 5,2 s/nº,
(without a number), in the city of Maraba, State of Pará,
CEP 68500-000, duly registered at the Federal Revenue Service
– Registration of Corporate Taxpayers CNPJ under n˚
03.418.426/0001-58 with its Article of Incorporation and Bylaws
duly filed in the Board of Trades of the State of Pará under
n˚ 15.20070561-2.
CHAPTER II – OF THE
DISTRIBUTION AND
RECEIPT OF
DEVIDENDS
CLAUSE
2 – In Case of
distribution of dividends by GLOBAL MILK
it shall be distributed on the month of March
subsequent to the closing of the preview year annual financial
report s unless prior agreement, distributed in proportion to the
social participation of each of the Partners and can be made
unbalanced if there is unanimous approval of Partners
.
CHAPTER III - THE ASSIGNMENT
AND TRANSFER OF SHARES
CLAUSE
3 - The Partners may sell
and/or transfer their shares to any title, in whole or in part, to
persons outside the company provided the transaction is in
accordance with the right of preference described below.
CLAUSE
4 - If any of the
Partners
