Write an amendment for the following contract, as stated in clause 4.1, extending its duration for addition 12 months and keeping all other clauses unchanged.
PRIVATE INSTRUMENT OF AGREEMENT FOR THE PROVISION OF ADVISORY AND CONSULTING SERVICES

Between

PROBAT AG, located at 46446 Emmerich am Rhein, República Federal da Alemanha, at Reeser Strasse 94, enrolled at the Brazilian Corporate Taxpayer Registry (CNPJ/MF) under no. 08.621.980/0001-51, herein represented according to its articles of association, hereinafter referred to as “Contracting Party”; and

RESVLTS CONSULTORIA, GESTÃO E PARTICIPAÇÕES LTDA, with head office at Rua Balthazar da Veiga, nº 529, room 21 A, Bairro Vila Nova Conceição, city of São Paulo, SP, Brazil, ZIP code 04510-001, enrolled at the Brazilian Corporate Taxpayer Registry (CNPJ/MF) under no. 00.462.785/0001-14, herein represented according to its articles of association (hereinafter referred to as “CONTRACTED PARTY”).

The parties identified above (“Parties”) have mutually agreed the following:


CLAUSES AND CONDITIONS

1	PURPOSE

1.1	The purpose of the present agreement is the provision of advisory services for LEOGAP INDÚSTRIA E COMÉRCIO DE MÁQUINAS LTDA. (“LEOGAP”), company of which the CONTRACTING PARTY is a shareholder. The provision of services agreed herein shall be provided personally by the shareholder and manager of CONTRATED PARTY, Mr. Fabian Santos Magalhães.

1.2	The services will be focused on the following activities:

1.2.1	Oversee the “child company” (Leogap), seeking to guarantee that critical and strategic issues are adequately dealt with.

1.2.2	Give senior counsel and advice to the “child company's” (Leogap) management.

1.2.3	Lead monthly local meetings and specific working sessions, focusing on giving local senior strategic and management guidance and general counseling to the local company's executives, as well as following up and giving guidance to the strategic and critical initiatives defined by or defined together with the Contracting Party 


1.2.4	Participate in quarterly meetings with LEOGAP management and representatives of the Contracting Party, focusing on advising the definition and reinforcement of the  strategic guidelines, yearly plans and reviewing the status of their execution and giving general guidance to local management.

1.2.5	The CONTRACTED PARTY will dedicate 16 hours per month. Any additional demand will be subject to agreement between the Parties. 

1.2.6	The CONTRACTED PARTY shall deliver monthly progress reports of the services performed under this agreement to the CONTRACTING PARTY. The reports may be provided in writing, by telephone, or by other means of communication, as agreed between the parties from time to time, however, the CONTRACTING PARTY shall always have the right to demand reports by writing. Communications related to the services object of this agreement must be addressed to the CONTRACTING PARTY.

1.2.7	The CONTRACTOR shall participate in person (at LEOGAP's headquarters) in the meetings at least 1 (once) every three months. The CONTRACTING PARTY is allowed to request more presence of the CONTRACTOR in the meetings of the Local Council. However, any reduction or increase in the CONTRACTOR's in-person participation in the aforementioned meetings must be subject to agreement between the parties.


1.2.8	In the event of non-compliance with any obligations provided for in this agreement or in the relevant legislation, the CONTRACTED PARTY shall be subject to a non-compensatory fine in the amount of 10% of the monthly amount established in clause 3.1., without prejudice to its liability for any losses and damages incurred by the other party.

2	TERM

2.1	 The present agreement stipulates the support of the CONTRACTED PARTY to the CONTRACTING PARTY for 12 (twelve) months. Such term started on April 1st 2023 and will end on March 31st 2024.

3	FEES

3.1	For the fulfillment of the scope defined in Section 1 (PURPOSE) of the present agreement, the CONTRACTING PARTY agrees to pay to the CONTRACTED PARTY a fixed gross monthly payment of the equivalent in reais to € 4.000 (four thousand euros), according to the final exchange rate of the business day prior to each payment.

3.1.1	The fees will not be subject to any adjustments due to positive or negative foreign exchange variations.


3.1.2	It will be considered working hours only those effectively dedicated, being excluded from the calculation, for instance, commuting and travel time.


3.2	The above-mentioned fees already include the applicable taxes and must be paid through bank transfer that will be carried out in the last day of the month, together with the Invoice for the Provision of Services; the first payment will be due on April 30th, 2023. The fees do not include travel expenses, according to the description of clause 3.4. below. The other payments will always be carried out on the last business day of the month of the provision of services, always subject to the issue of the respective Invoice.

3.3	After 5 days of the deadline for payment of the fees established above, it will be increased by a fine of 2% (two percent) on the monthly amount as a contractual fine, and 1% (one percent) per month as default interest and monetary correction for the period.

3.4	Regarding the reimbursement of expenses to the CONTRACTED PARY, the parties agree that the CONTRACTING PARTY will reimburse the reasonable expenses with travels, including: flight tickets, accommodation, food, which shall be monthly reimbursed simultaneously with the payment of monthly fees, provided that they are previously proven by the CONTRACTED PARTY and approved by the CONTRACTING PARTY.

3.5	The amount of the fees includes all services that will be provisioned, so that the CONTRACTED PARTY undertakes to comply with all labor, social security, tax and environmental norms in relation to the personnel and locations involved in the provision of services

3.6	The CONTRACTED PARTY is prohibited from assigning its rights to third parties, as well as issuing and negotiating credit instruments arising from this agreement, without the previous and express consent of the CONTRACTING PARTY.

4	DURATION AND TERMINATION OF THE AGREEMENT

4.1	The present agreement for the provision of services will be in force for a determined term, as set forth in clause 2.1., and its renovation will only be effective through an amendment signed between the parties.

4.2	The CONTRACTING PARTY may terminate the present agreement without cause by sending a notice with at least 60 (sixty) days in advance, or alternatively, being subject to a fine equivalent to 2 months of monthly fees equivalent in reais to a total of € 8.000,00 (eight thousand euros), in case of termination without previous notice. In the event of termination without cause, within less than 60 (sixty) days from the end of the contractual term originally provided for, the notice and fine dealt with in this clause will be proportionally reduced, so that they are not higher than the applicable term and amounts due if the contract was fully complied with. In the event of termination without cause of this agreement, no other amounts will be due to the CONTRACTED PARTY as indemnity, recovery of investments made or any other. 



4.3	This agreement will be terminated, regardless of any notice, in the following cases:

(a) Requests of judicial or extrajudicial recovery, as well as bankruptcy of any of the parties;


(b) judicial or extrajudicial liquidation, of any of the parties;

4.4	This agreement may be terminated:

(a) in case of irremediable failure to comply with any obligation provided for in this instrument or the law, regardless of any notification;


(b) in case of remediable failure to comply with any obligation provided for in this instrument or the law, provided that the defaulting party has been previously notified to solve the default, within a reasonable period granted by the aggrieved party. 

5	GENERAL PROVISIONS

5.1	For all legal and contractual purposes, there isn’t any employment, commercial or social security bond between the CONTRACTING PARTY and the employees of the CONTRACTED PARTY. 

5.2	Any communication between the parties will always be made in writing, in the e-mails informed in the preamble of this instrument.

5.3	If there is any divergence between this instrument and any attachments or previous documents, the clauses and conditions of the present instrument shall prevail. 

5.4	Tolerance for non-compliance with any obligation or condition stipulated in this agreement shall not constitute novation or waiver, but merely a simple liberality, and the rights guaranteed by this agreement and/or by virtue of law shall be maintained.


5.5	The parties cannot assign or transfer the rights and/or obligations arising from the present instrument. 

5.6	Any alteration of this agreement will only be effective if made through an amendment of the agreement. 

5.7	The parties declare that the present instrument is celebrated freely and in common agreement, and there is no vice or defect that may result in its nullity and, specially, those related to fraud, error, simulation or coercion. 


5.8	The CONTRACTED PARTY states that it has policies, procedures and mechanisms of protection and processing of personal data, according to the legislation and best practices demanded, being responsible for all and any damage incurred by the CONTRACTING PARTY and/or third parties due to the leakage and/or inadequate processing of personal data.

5.9	In case of need to share personal data of employees, agents, subcontractors, shareholders, managers, etc. of one of the parties with the other, the party that performs the sharing must take all measures so that such procedure is carried out within the rules provided for in the General Law for the Protection of Personal Data (Law no. 13.709/2018), especially, but without limitation, in cases where the prior consent of the data holder is required. The party receiving the personal data must take all necessary measures so that the processing of the data received is carried out in accordance with the General Law for the Protection of Personal Data (Law no. 13.709/2018).



5.10	This agreement was made in the English and Portuguese languages. In case of discrepancies between the English and Portuguese versions, the English version shall always prevail.

6	ARBITRATION AND APPLICABLE LAW

6.1	This Agreement shall be governed and construed in accordance with the Laws of Switzerland.

6.2	Any dispute arising from this Agreement or related to it will be decisively resolved by arbitration.

6.3	The arbitration will be conducted by the Swiss Arbitration Centre and shall follow the Swiss Rules of International Arbitration, which are part of the present Agreement.

6.4	The arbitration tribunal shall be composed of three (3) arbitrators appointed under the rules of Swiss Arbitration Centre.

6.5	The arbitration proceedings shall take place in Zurich, Switzerland.

6.6	The arbitration proceedings shall be conducted in English.

6.7	The arbitration proceedings shall be conducted in accordance to Swiss Law.


And so, as they are fair and contracted, they sign the present instrument in 2 (two) copies of equal content and form, in the presence of two witnesses, that in this condition also sign.

São Paulo, April 10th, 2023