Exhibit 4.9


 


REGISTRATION
RIGHTS AND CONDITIONS OF TRANSFERS AGREEMENT, dated as of February 5,
2010, among Bunge Limited, an exempted limited liability company organized and
existing under the laws of Bermuda (“Bunge Limited”), Agroindustrial
Nova Ponte Ltda., a Brazilian private limited company (“Nova Ponte”) and
the Investors party hereto (the “Investors”).


 


WHEREAS,
Bunge Alimentos S.A., a Brazilian joint-stock company (“Bunge Alimentos”),
and wholly-owned subsidiary of Bunge Limited, Nova Ponte, and the Investors
have entered into an Investment Agreement, dated January 7, 2010 (the “Investment
Agreement”);


 


WHEREAS,
pursuant to the Investment Agreement, the Investors shall deliver to Nova Ponte
all their shares of Usina Ouroeste Açúcar e Álcool Ltda. and Usina Indiaporã
Açúcar e Álcool Ltda. and in exchange for such shares, Nova Ponte shall
deliver, on behalf of the Investors, to Banco Itaú Europa International, as
escrow agent (the “Escrow Agent”) such number of common shares, par
value $0.01 per share, of Bunge Limited (the “Common Shares”), as set
forth in the Investment Agreement (such Common Shares delivered under the
Investment Agreement, as calculated in accordance with Section 2.4.2 of
the Investment Agreement, the “Bunge Limited Shares”);


 


WHEREAS, at
the time of issuance, the Bunge Limited Shares issued to the Investors shall
not have been registered with the U.S. Securities and Exchange Commission (the “Commission”);


 


WHEREAS, in
order to induce the Investors to enter into the Investment Agreement, Bunge
Limited has agreed to provide the registration rights for the Registrable
Securities (as defined herein) set forth in this Agreement for the benefit of
the Investors;


 


WHEREAS,
Nova Ponte and Bunge Limited acknowledge and understand that the Investors have
agreed to enter into the Investment Agreement on the understanding that Bunge
Limited will, pursuant to the terms and conditions set forth in this Agreement,
file a registration statement that will become effective under the Securities
Act and will permit the Investors to offer the Bunge Limited Shares on a
continuous basis under Rule 415 under the Securities Act and that the
Bunge Limited Shares will be included as part of the Common Shares listed for
trading on the New York Stock Exchange (“NYSE”); and


 


WHEREAS, the Investors acknowledge
and understand that Bunge Limited or one or more of its subsidiaries, including
Bunge Alimentos and Nova Ponte, may have entered into and may enter into one or
more agreements (the “Interested Shareholder Agreements”) with the
shareholders of Usina Moema Participações S.A. (“MoemaPar”) and the
shareholders of the companies in which MoemaPar holds, directly or indirectly,
an equity investment (“Interested Shareholders”) on terms and conditions
substantially similar to those of the Investment Agreement pursuant to which
the Interested Shareholders will deliver to Nova Ponte all their shares in
Moema Par and in the companies in which Moema Par holds, directly or
indirectly, an equity investment and, in exchange for such shares, the
Interested Shareholders may receive Common Shares of Bunge Limited (the “Interested
Shareholder Shares”), and in connection with their receipt of Interested
Shareholders Shares the Interested Shareholders may have entered into and will
enter into one or more agreements (the “Interested Shareholder Registration
Agreements”) with Bunge Limited and Nova Ponte, substantially in the form
of this Agreement, which will provide for the


 

















 


Common Shares of Bunge Limited held
by such Interested Shareholders to be included in the registration statement
that Bunge Limited files for the Investors pursuant to this Agreement to permit
resales of the Interested Shareholder Shares by the Interested Shareholders.


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements herein contained, and intending to be legally bound hereby, Bunge
Limited and each of the Investors, severally and not jointly, hereby agree as
follows:


 


ARTICLE
I.  CERTAIN DEFINITIONS


 


Certain Definitions.  As used in this Agreement, the following
terms shall have the following respective meanings:


 


“Aggregate Trade Interested Shareholders Shares”
means such Interested Shareholders Shares held by an Interested Shareholder in
excess of the Interested Shareholder Free Trading Limit as set forth in the
Interested Shareholder Agreements or Interested Shareholder Registration
Agreements for which such Interested Shareholder has requested the Escrow Agent
to Transfer.


 


“Applicable Securities Laws” means the
Securities Act, the Exchange Act, any applicable state securities law or any
applicable rule or regulation promulgated under the Securities Act, the
Exchange Act or any U.S. state securities law.


 


“Business Day” means any day other than
Saturday, Sunday, any day which shall be a federal legal holiday in the United
States or any day on which banking institutions in the State of New York are
authorized or required by law or other governmental action to be closed.


 


“Brazilian Electricity Regulatory Agency”
means the Agência Nacional de Energia Elétrica —
ANEEL.


 


“Closing Date” means the date of this
Agreement.


 


“Encumbrance” means any security interest,
pledge, mortgage, lien, charge, adverse claim of ownership or use, or other
encumbrance of any kind.


 


“Exchange Act” means the United States
Securities Exchange Act of 1934, as amended and the rules and regulations
promulgated thereunder.


 


“No-Transfer Period” means the period
commencing on the Closing Date and ending on the date on which the Bunge
Limited Shares shall have become Registered Securities.


 


“NYSE Trading Day” means a day on which the
Common Shares are traded on the NYSE, the NYSE Arca or the NYSE AMEX; provided that in the event that the Common Shares are not
listed or quoted on the NYSE, then NYSE Trading Day shall mean a Business Day.


 


2

















 


“Person” means, any individual, partnership,
firm, corporation, association, trust, unincorporated organization or other
entity, as well as any syndicate or group that would be deemed to be a person
under Section 13(d)(3) of the Exchange Act.


 


“Pink Sheets” means any quotation medium
operated by Pink OTC Markets Inc., or any similar organization or agency
succeeding to its functions of reporting prices.


 


The terms “register,” “registered” and
“registration” refer to a registration effected by preparing and filing
a registration statement in compliance with the Securities Act and the
declaration or ordering of the effectiveness of such registration statement by
the Commission.


 


“Registered Securities” means the Bunge
Limited Shares to be transferred to the Investors pursuant to the terms of the
Investment Agreement the resale of which by the Investors has been registered
on the Registration Statement pursuant to Section 5.01 hereof.


 


“Registrable Securities” means from time to
time (a) the Bunge Limited Shares held by the Investors and (b) any
securities issuable or issued or distributed in respect of the Bunge Limited
Shares identified in clause (a) by way of stock dividend or stock
split or in connection with a combination of shares, recapitalization,
reorganization, merger, consolidation or otherwise; provided
that Registrable Securities shall cease to be Registrable Securities from and
after the earlier of (x) the time that such Registrable Securities have
been sold by the Investors and (y) the end of the Restricted Period.


 


“Representative” means, as to any Person, its
directors, officers, employees, agents, advisors (including, without
limitation, financial advisors, counsel and accountants).


 


“Restricted Period” means the period
commencing on the Closing Date and ending on the six-month anniversary of the
Closing Date.


 


“Restricted Transfer Period” means the period
commencing on the first day immediately following the last day of the
No-Transfer Period and ending on the 18-month anniversary of the Closing Date
as may be adjusted pursuant to Section 5.02(b).


 


“Securities Act” means the United States
Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.


 


“Transfer” (including the term “Transferred”)
means, in respect of any Bunge Limited Shares, any direct or indirect sale,
assignment, transfer, distribution or other disposition thereof or of a
participation therein, or other conveyance of legal or beneficial interest
therein, or any short position in the Common Shares or any other action or
position with respect to the Common Shares otherwise reducing risk related to
ownership of Bunge Limited Shares through hedging or other derivative instruments,
including granting any Encumbrance of any kind on the Bunge Limited Shares
unless, in the case of an Encumbrance, the beneficiary thereof expressly agrees
in writing, in form and substance reasonably satisfactory to Bunge Limited, to
adhere to all the terms and conditions of this Agreement.


 


3

















 


“Transfer Agent” means Mellon Investor
Services L.L.C., or any successor transfer agent for Bunge Limited.


 


“Violation” means (i) any untrue
statement or alleged untrue statement of any material fact contained in the
Registration Statement on the effective date thereof (including any preliminary
or final prospectus under the Securities Act or any amendments or supplements
thereto); (ii) the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, or (iii) any violation or alleged violation by
Bunge Limited or Nova Ponte of any Applicable Securities Laws.


 


“Weighted Average Price” means, for any
security as of any date, the dollar volume-weighted average price for such
security on the NYSE during the period beginning at 9:30:01 a.m., New York
City time, and ending at 4:00:00 p.m., New York City time, as reported by
Bloomberg through its “Volume at Price” function or, if the foregoing does not
apply, the dollar volume-weighted average price of such security in the
over-the-counter market on the electronic bulletin board for such security
during the period beginning at 9:30:01 a.m., New York City time, and
ending at 4:00:00 p.m., New York City time, as reported by Bloomberg, or,
if no dollar volume-weighted average price is reported for such security by
Bloomberg for such hours, the average of the highest closing bid price and the
lowest closing ask price of any of the market makers for such security as
reported by the Pink Sheets.


 


Each of the following terms is defined in the Section set
forth opposite such term:


 


	
  Term

  	
   

  	
  Section

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Action

  	
   

  	
  7.08

  	
   

  
	
  Aggregate
  Trade Release Notice

  	
   

  	
  6.03 (d)

  	
   

  
	
  Aggregate
  Trade Shares

  	
   

  	
  6.03 (d)

  	
   

  
	
  Bunge
  Alimentos

  	
   

  	
  Recitals

  	
   

  
	
  Bunge
  Limited

  	
   

  	
  Recitals

  	
   

  
	
  Bunge
  Limited Shares

  	
   

  	
  Recitals

  	
   

  
	
  Bunge
  Parties

  	
   

  	
  5.08 (a)

  	
   

  
	
  Commission

  	
   

  	
  Recitals

  	
   

  
	
  Common
  Shares

  	
   

  	
  Recitals

  	
   

  
	
  Counsel
  to Bunge Limited

  	
   

  	
  4.03 (c)

  	
   

  
	
  Counsel
  to the Investors

  	
   

  	
  4.03 (c)

  	
   

  
	
  Daily
  Restricted Trading Limit

  	
   

  	
  6.03 (a)

  	
   

  
	
  Default

  	
   

  	
  5.03 (a)

  	
   

  
	
  Default
  Payment

  	
   

  	
  5.03 (a)

  	
   

  
	
  Effective
  Date

  	
   

  	
  5.01

  	
   

  
	
  Effectiveness
  Period

  	
   

  	
  5.01

  	
   

  
	
  Escrow
  Agent

  	
   

  	
  Recitals

  	
   

  
	
  Escrow
  Agreement

  	
   

  	
  6.03 (c)

  	
   

  
	
  Exercise
  Period

  	
   

  	
  6.03 (e)

  	
   

  
	
  Exercise
  Price

  	
   

  	
  6.03 (e)

  	
   

  
	
  Free
  Trade Release Notice

  	
   

  	
  6.03 (d)

  	
   

  
	
  Free
  Transfer Bunge Limited Shares

  	
   

  	
  6.03 (d)

  	
   

  
	
  Free
  Trading Limit

  	
   

  	
  6.02

  	
   

  



 


4

















 


	
  Term

  	
   

  	
  Section

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Interested
  Shareholder Agreements

  	
   

  	
  Recitals

  	
   

  
	
  Interested
  Shareholder Free Trading Limit

  	
   

  	
  6.03 (a)

  	
   

  
	
  Interested
  Shareholder Registration Agreements

  	
   

  	
  Recitals

  	
   

  
	
  Interested
  Shareholder Shares

  	
   

  	
  Recitals

  	
   

  
	
  Interested
  Shareholders

  	
   

  	
  Recitals

  	
   

  
	
  Interruption
  Event

  	
   

  	
  5.02 (a)

  	
   

  
	
  Investment
  Agreement

  	
   

  	
  Recitals

  	
   

  
	
  Investor
  Information

  	
   

  	
  5.05 (a)

  	
   

  
	
  Investor
  Parties

  	
   

  	
  5.08 (a)

  	
   

  
	
  Investors

  	
   

  	
  Recitals

  	
   

  
	
  Legend
  Opinion

  	
   

  	
  4.02 (c)

  	
   

  
	
  Legend
  Removal Certificate

  	
   

  	
  4.02 (c)

  	
   

  
	
  Moema
  Par

  	
   

  	
  Recitals

  	
   

  
	
  Nova
  Ponte

  	
   

  	
  Recitals

  	
   

  
	
  NYSE

  	
   

  	
  Recitals

  	
   

  
	
  Offering
  Investor

  	
   

  	
  6.03 (d)

  	
   

  
	
  Permitted
  Interruption

  	
   

  	
  5.02 (a)

  	
   

  
	
  Permitted
  Transferee

  	
   

  	
  6.03 (g)

  	
   

  
	
  Permitted
  Transfer Notification

  	
   

  	
  6.03 (d)

  	
   

  
	
  Prospectus

  	
   

  	
  5.04 (b)

  	
   

  
	
  Registration
  Statement

  	
   

  	
  5.01

  	
   

  
	
  Release
  Notice

  	
   

  	
  6.03 (d)

  	
   

  
	
  Reliance
  Letter and Directions

  	
   

  	
  4.02 (c)

  	
   

  
	
  Required
  Effective Date

  	
   

  	
  5.01

  	
   

  
	
  Right
  of First Offer

  	
   

  	
  6.03 (b)

  	
   

  
	
  Rule 405

  	
   

  	
  2.03

  	
   

  
	
  Trading
  Restrictions

  	
   

  	
  6.03

  	
   

  



 


ARTICLE
II.  REPRESENTATIONS OF BUNGE LIMITED AND
NOVA PONTE


 


Section 2.01   Authority Relative to this Agreement.
Each of Bunge Limited and Nova Ponte has all necessary corporate power and
authority to execute and deliver this Agreement, to perform its obligations
hereunder and to consummate the transactions contemplated hereby.  The execution and delivery of this Agreement
by Bunge Limited and Nova Ponte and the consummation by Bunge Limited and Nova
Ponte of the transactions contemplated hereby have been duly and validly
authorized by all necessary corporate action, and no other corporate
proceedings on the part of Bunge Limited or Nova Ponte are necessary to
authorize this Agreement or to consummate the transactions contemplated hereby.
This Agreement has been duly and validly executed and delivered by Bunge
Limited and Nova Ponte and, assuming due authorization, execution and delivery
by the Investors, constitutes a legal, valid and binding obligation of each of
Bunge Limited and Nova Ponte, enforceable against each of Bunge Limited and
Nova Ponte in accordance with its terms, except to the extent that its
enforceability may be subject to applicable bankruptcy, insolvency, reorganization,
moratorium and similar laws affecting the enforcement of creditors’ rights
generally and by general equitable principles.


 


5

















 


Section 2.02   No Conflict; Required Filings and Consents.  The execution and delivery of this Agreement
by Bunge Limited and Nova Ponte does not, and the performance of this Agreement
by Bunge Limited and Nova Ponte will not, (i) conflict with or violate the
memorandum of association, certificate of incorporation, bye-laws or bylaws,
each as amended to date, of either Bunge Limited or Nova Ponte, (ii) except
for the requirements and approvals referring to competition and antitrust laws
and the requirements and approvals from the Brazilian Electricity Regulatory
Agency, require any approval from any governmental entity or (iii) conflict
with or violate any United States or Brazilian statute, law, ordinance,
regulation, rule, code, writ, executive order, injunction, judgment, decree or
other order applicable to Bunge Limited or Nova Ponte or by which any property
or asset of either of them is bound or affected,  except, with respect to clause (iii) above,
for any such conflicts, violations, breaches, defaults or other occurrences
that would not have a material adverse effect on (A) assuming the
representations and warranties of the Investors contained in Article III
of this Agreement are true and correct, the business, properties, condition
(financial or otherwise), results of operations or prospects of Bunge Limited
and its subsidiaries, taken as a whole, or (B) the ability of Bunge
Limited or Nova Ponte to perform their obligations under this Agreement.


 


Section 2.03   Well-Known Seasoned Issuer.  As of the date hereof, Bunge Limited
represents and warrants that (a) Bunge Limited is a “well-known seasoned
issuer” as defined in Rule 405 under the Securities Act (“Rule 405”),
including not having been and not being an “ineligible issuer” as defined in Rule 405
and (b) other than as Bunge Limited may provide to the Interested
Shareholders, there are no contracts, agreements or understandings between
Bunge Limited and any person granting such person the right to require Bunge
Limited to include such person’s securities with the Registrable Securities on
the Registration Statement.


 


Section 2.04   Bunge Limited Shares.   The Bunge Limited Shares that will be
delivered to the Investors are of the same class as the Common Shares that are
listed for trading on the NYSE.


 


ARTICLE III.
REPRESENTATIONS OF THE INVESTORS


 


Each Investor, severally and
not jointly, represents and warrants to Bunge Limited and Nova Ponte as
follows:


 


Section 3.01   Authority Relative to this Agreement.
Such Investor has full capacity to execute and deliver this Agreement, to
perform its obligations hereunder and to consummate the transactions
contemplated hereby.  The execution and
delivery of this Agreement by such Investor and the consummation by such
Investor of the transactions contemplated hereby have been duly and validly
authorized by all necessary action, and no other authority is necessary to
authorize this Agreement or to consummate the transactions contemplated hereby.
This Agreement has been duly and validly executed and delivered by such
Investor and, assuming due authorization, execution and delivery by Bunge Limited
and Nova Ponte, constitutes a legal, valid and binding obligation of each of
the Investors, enforceable against such Investor in accordance with its terms,
except to the extent that its enforceability may be subject to applicable
bankruptcy, insolvency, reorganization, moratorium and similar laws affecting
the enforcement of creditors’ rights generally and by general equitable
principles.


 


6

















 


Section 3.02   No Conflict; Required Filings and Consents.  The execution and delivery of this Agreement
by such Investor does not, and the performance of this Agreement by such
Investor will not, (i) conflict with or violate any agreement to which
such Investor is a party, or to which such Investor or its assets are subject
or encumbered to; (ii) except for the requirements and approvals referring
to competition and antitrust laws and the requirements and approvals from the
Brazilian Electricity Regulatory Agency, require any approval from any
governmental entity or (iii) conflict with or violate any United States or
Brazilian statute, law, ordinance, regulation, rule, code, writ, executive
order, injunction, judgment, decree or other order applicable to such Investor
or by which any property or asset of such Investor is bound or affected,
except, with respect to clauses (i) and (ii) above, for any such
conflicts, violations, breaches, defaults or other occurrences that would not
have a material adverse effect on the ability of such Investor to perform its
obligations under this Agreement.


 


Section 3.03   Provision of Investor Information. On
or prior to the date hereof, such Investor has provided to Bunge Limited the
Investor Information and such Investor Information is true and correct in all
material respects.


 


Section 3.04   Investor Understanding of Purpose.  Investors acknowledge and understand that (i) the
Bunge Limited Shares have not been and will not be registered under the
Securities Act or under any U.S state securities laws (other than in accordance
with this Agreement) or under the laws of any other jurisdiction and are being
offered and sold in reliance upon exemptions for transactions not involving any
public offering, and will constitute “restricted securities” under the
Securities Act, (ii) such exemption depends in part upon, and such Bunge
Limited Shares are being issued in reliance on, the representations and
warranties of the Investors set forth in this Agreement and (iii) the
Investors may have to bear the economic risk of all or a portion of the Bunge
Limited Shares for an indefinite period of time because the Bunge Limited
Shares must be held indefinitely unless subsequently registered under the
Securities Act and applicable state securities laws, as provided for in this
Agreement, or unless an exemption from such registration is available.  The Investors represent and warrant that the
Investors have accepted the Bunge Limited Shares solely for the purpose of
investment and not with a view to, or for offer or sale in connection with, any
distribution thereof in violation of U.S. federal securities laws and will only
transfer the Bunge Limited Shares in compliance with the Securities Act and
Applicable Securities Laws and in accordance with the terms and conditions of
this Agreement.


 


ARTICLE
IV.  TRANSFERS AND LEGENDS


 


Section 4.01   Improper Transfer or Encumbrance.  Any attempt to make any Transfer of, or
create, incur or assume any Encumbrance with respect to, any Bunge Limited
Shares not in compliance with this Agreement shall be null and void and of no
force and effect, and Bunge Limited shall not give any effect in its share
transfer records to such attempted Transfer or Encumbrance.


 


7

















 


Section 4.02          Restrictive
Legends.  (a)  Prior to being deposited with the Escrow
Agent, the records of the Transfer Agent with respect to the Bunge Limited
Shares shall be noted with a legend substantially in the form set forth below
(in addition to any legends required by agreement or by Applicable Securities
Laws):


 


THE COMMON SHARES OF BUNGE
LIMITED REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND
NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE TRANSFER OR DISTRIBUTION
THEREOF.  SUCH SHARES GENERALLY MAY NOT
BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR PURSUANT TO AN
APPLICABLE EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS
OF SAID ACT.


 


(b)     The Investors consent to Bunge Limited
making a notation on its records and giving instructions to the Transfer Agent
in order to implement the restrictions on transfer established in this Article IV.


 


(c)     At the request of the Investors, Bunge
Limited shall promptly provide, at any time and from time to time, any
instructions, certificates or documents to the Transfer Agent for its Common
Shares as are reasonably necessary or required by the Transfer Agent to be
delivered by Bunge Limited following (A) the Bunge Limited Shares having
become Registered Securities in connection with a Transfer of Bunge Limited
Shares made in compliance with Section 3.04 or (B) the expiration of
the Restricted Period, to remove the legend described in Section 4.02(a),
from the records of the Transfer Agent relating to the Bunge Limited Shares; provided that any such requesting Investor shall be required
to (i) provide any certificates as the Transfer Agent may require from
such Investor or the Escrow Agent in connection with the removal of the legend
described in Section 4.02(a) and (ii) in connection with the
delivery by counsel to Bunge Limited (which may be internal counsel of Bunge
Limited, Shearman & Sterling LLP or another counsel reasonably
acceptable to the Investors) (any such counsel, “Counsel to Bunge Limited”) of
an opinion (the “Legend Opinion”) as the Transfer Agent may require in
connection with the removal of the legend described in Section 4.02(a),
during the Restricted Period provide Bunge Limited and the counsel providing
such Legend Opinion with an executed certificate in the form attached hereto as
Exhibit 4.02(c) (the “Legend Removal Certificate”); it being
understood that Bunge Limited shall cause Counsel to Bunge Limited to provide
the Legend Opinion promptly and in no event later than two (2) Business
Days after receipt of the Legend Removal Certificate; provided, further, that if any such requesting Investor, in
connection with the delivery of any Legend Opinion, elects to have Proskauer
Rose LLP or another counsel to the Investors, which shall be a nationally
recognized United States law firm with expertise in securities law matters (any
such counsel, “Counsel to the Investors”) provide the Legend Opinion, Bunge
Limited shall promptly provide, and in no event later than two (2) Business
Days after receipt of the Legend Opinion, a letter to the Transfer Agent, with
a copy to the Investor making such Transfer and the Escrow Agent, stating that
the Transfer Agent may rely on such Legend Opinion of Counsel to the Investors
in connection with the removal of the legend described in Section 4.02(a) and
such other directions or authorizations that are required by the Transfer Agent
or Applicable Securities Laws to be delivered by Bunge Limited (together, the “Reliance
Letter and Directions”).


 


8














 


Section 4.03   Private Placement.  Bunge Limited shall not, nor shall Bunge
Limited permit any Affiliate to, sell, offer for sale or solicit offers to buy
or otherwise solicit offers to buy or otherwise negotiate in respect of any
security (as defined in the Securities Act) under circumstances that would
require the registration under the Securities Act of the issuance of the Bunge
Limited Shares to the Investors on the date hereof.


 


ARTICLE
V.  REGISTRATION RIGHTS


 


Section 5.01   Registration
Statement.  As soon as reasonably
practicable, but not later than the 10th (tenth) Business Day following the earlier of (i) the
5th (fifth) day following the Closing Date and (ii) the
receipt by Bunge Limited of the Investor Information (with such 10th (tenth) Business Day
being the “Required Effective Date”), Bunge Limited shall file with the Commission a
registration statement for, or an amendment to an existing registration
statement that provides for, resales to
be made by the Investors on a continuous basis pursuant to Rule 415 under
the Securities Act for the Registrable Securities (a “Registration
Statement”) which filing shall be compliant with Section 5.03,
relating to all Registrable Securities held by the Investors; provided that the Required Effective Date shall be extended
in the event that (a) Bunge Limited’s independent public accounting firm
is unable or unwilling to consent to the inclusion or incorporation by
reference of such independent public accounting firm’s report on the audited
financial statements of Bunge Limited in the Registration Statement, or (b) a
third party takes, causes, initiates or precipitates any action, or fails or
causes, initiates or precipitates the failure to take any action, that would,
in the good faith determination of Bunge Limited, require disclosure in the
Registration Statement or in any prospectus related to sales of securities of
Bunge Limited to avoid a Violation, and Bunge Limited determines, in the
exercise of its reasonable judgment, that such disclosure is not in the best
interest of Bunge Limited (any such event described in the forgoing clauses (a) and
(b), a “Non-Discretionary Interruption Event”) by such number of days
required to cure such Non-Discretionary Interruption Event.  Only the Registrable Securities of those
Investors who have provided the Investor Information in accordance with Section 5.05
shall be included in the Registration Statement.


 


Subject to the provisions of Section 5.01 above, Bunge Limited shall
use its reasonable best efforts to cause the Registration Statement to become
effective on a date that is as soon as reasonably practicable after filing
thereof with the Commission, in a manner that permits the resale of the
Registrable Securities covered thereby (such date, the “Effective Date”).  Subject to Sections 5.02 and 5.03, Bunge
Limited shall use its reasonable best efforts to keep the Registration
Statement effective under the Securities Act and available for sales of
Registrable Securities by the Investors until the earlier of (i) the end
of the Restricted Period; and (ii) that date that the Investors no longer
own any Registrable Securities (the period ending on the earlier of (i) and
(ii), the “Effectiveness Period”).


 


Section 5.02   Permitted
Interruptions.  (a) During the
Restricted Period, Bunge Limited shall have the right, by written notice to the
Investors, to suspend, on one or more instances, sales of Registrable Securities by the Investors
pursuant to the Registration Statement once effective for not more than sixty
(60) days in the aggregate for all such periods (each such period, a “Permitted
Interruption”) in the
event that there is (i) a possible acquisition, business combination or
other transaction, financing, business development or other event involving
Bunge Limited or any of its Affiliates that would, in the good faith
determination of Bunge


 


9

















 


Limited,
require disclosure in a Registration Statement or in any prospectus related to
sales of securities of Bunge Limited to avoid a Violation, and Bunge Limited
determines, in the exercise of its reasonable judgment, that such disclosure is
not in the best interest of Bunge Limited or that obtaining financial
statements relating to any such acquisition or business combination or other
transaction that are required to be included in the Registration Statement or
in any prospectus related to sales of securities of Bunge Limited, after using
its reasonable best efforts to obtain such financial statements, would be
impractical, (ii) a Non-Discretionary Interruption Event or (iii) the
happening of any event that requires Bunge Limited to make changes in such
Registration Statement in order cure a Violation (any such events described in
the foregoing subclauses (i) through (iii), an “Interruption Event”).


 


(b)     The Restricted Transfer Period shall be reduced by such number
of days equal to the sum of (i) the number of days elapsing after the
occurrence of the Required Effective Date before the Effective Date multiplied
by two plus (ii) the number of days of a Permitted Interruption.


 


Section 5.03   Defaults.  (a)  If (i) the Effective Date has
not occurred on or before the Required Effective Date, (ii) the sales of
Registrable Securities under the Registration Statement are suspended pursuant
to a Permitted Interruption for any period during the twenty (20) day period
following the Effective Date; provided that
if the Investors do not provide the Investor Information on the Closing Date,
such twenty (20) day period shall be reduced by such number of days following
the Closing Date by which the Investors provide the Investor Information,
subject to Section 5.09, (iii) the sales of Registrable Securities
under the Registration Statement are suspended pursuant to a Permitted
Interruption and such suspension, along with any previous Permitted
Interruptions, exceed sixty (60) days in the aggregate, (iv) the Common
Shares cease to be listed or quoted on the NYSE, (v) Bunge Limited fails
to cause the delivery of a Legend Opinion by the Counsel to Bunge Limited in
the manner required by Section 4.02(c) hereof; provided
that such Legend Opinion shall not have been provided within three (3) Business
Days after receipt of the Legend Removal Certificate or (vi) Bunge Limited
shall fail to deliver the Reliance Letter and Directions in the manner required
by Section 4.02(c) hereof; provided that
such Reliance Letter and Directions shall not have been provided within three (3) Business
Days after receipt of the Legend Opinion (each of (i), (ii), (iii), (iv), (v) and
(vi), a “Default”), then, as the sole and exclusive remedy with respect to any
such Default, Nova Ponte shall pay to each Investor a payment (the “Default
Payment”) equal to (A) in the case of a Default specified in Section 5.03(a)(i),
20% per annum with respect to the actual number of days of such Default on an
amount equal to the product of the number of Registrable Securities held by
such Investor multiplied by the average of the Weighted Average Prices of the
Common Shares during the period of the Default, (B) in the case of a
Default specified in Section 5.03(a)(ii), 15.0% per annum with respect to
the actual number of days of such Default on an amount equal to the product of
the number of Registrable Securities held by such Investor multiplied by the average
of the Weighted Average Prices of the Common Shares during the period of the
Default, (C) in the case of a Default specified in Section 5.03(a)(iii) that
does not exceed 120 days, 20.0% per annum with respect to the actual number of
days of such Default on an amount equal to the product of the number of
Registrable Securities held by such Investor multiplied by the average of the
Weighted Average Prices of the Common Shares during the period of the Default plus 5.0% of the product of the number of Registrable
Securities held by such Investor multiplied by the Weighted Average Price of
the Common Shares on the first day of such Default, (D) in the 


 


10

















 


case of a Default specified
in Section 5.03(a)(iii) that exceeds 120 days, 20.0% per annum with
respect to the actual number of days of such Default on an amount equal to the
product of the number of Registrable Securities held by such Investor
multiplied by the average of the Weighted Average Prices of the Common Shares
during the period of the Default plus 10.0% of
the product of the number of Registrable Securities held by such Investor
multiplied by the Weighted Average Price of the Common Shares on the first day
of such Default and (E) in the case of a Default specified in Section 5.03(a)(iv),
Section 5.03(a)(v) or Section 5.03(a)(vi), 15.0% of the product
of the number of Registrable Securities held by such Investor multiplied by the
average of the Weighted Average Prices of the Common Shares during the twenty
(20) NYSE Trading Day period ending the NYSE Trading Day immediately before
such Default; provided that the Default Payment
described in Section 5.03(a)(E) for a Default provided in Section 5.03(a)(v) or
Section 5.03(a)(vi) shall be payable only to the Investor for which
the Default relates; provided, further,
that the Default Payment described in Section 5.03(a)(E) for a
Default provided in Section 5.03(a)(v) or Section 5.03(a)(vi) shall
be reduced to 10.0% of the product of the number of Registrable Securities held
by such Investor multiplied by the average of the Weighted Average Prices of
the Common Shares during the twenty (20) NYSE Trading Day period ending the
NYSE Trading Day immediately before such Default if the Transfer of Bunge
Limited Shares to which such Legend Opinion or Legend Removal Certificate
relates has, despite such Default, nonetheless occurred as a result of actions
taken by the Escrow Agent and/or its Correspondents (as such term is defined in
the Escrow Agreement).  In addition,
Bunge Limited will reimburse each Investor subject to a Default described in Section 5.03(a)(v) and
Section 5.03(a)(vi) for direct, out-of-pocket expenses related to
such Default.


 


(b)     A Default shall be cured and no further
Default Payments will accrue or be payable to the Investors in relation to such
Default when, in the case of a Default specified in Section 5.03(a)(i),
the Registration Statement becomes effective under the Securities Act, in the
case of a Default specified in Sections 5.03(a)(ii) or (iii), the
Escrow Agent is notified that the Registration Statement is no longer suspended
for sales by the Investors or in the case of a Default specified in Section 5.03(a)(iv),
the Common Shares are listed or quoted on the NYSE, or, in the case of a Default
specified in Section 5.03(a)(v) and Section 5.03(a)(vi), Bunge
Limited or Nova Ponte makes the Default Payment set forth in Section 5.03(a)(E).  For the avoidance of doubt, the Default
Payment payable pursuant to a Default prescribed in Section 5.03(a)(v) and
Section 5.03(a)(vi), shall be due and payable for each such Default.


 


(c)     All obligations of Bunge Limited and its
Affiliates under this Section 5.03 shall cease when the Bunge Limited
Shares cease to be Registrable Securities.


 


(d)     The parties hereto expressly agree that the
Default Payments provided for in this Section 5.03 constitutes a
reasonable, just and equitable estimate of the damages that may be incurred by,
and shall be the sole and exclusive remedy available to, the Investors as a result
of the Default that gave rise to the respective Default Payment.


 


(e)     Default Payments shall be paid within three
Business Days of the earlier of the Default being cured pursuant to Section 5.03(b) or
the end of the Restricted Period.  Any
amounts constituting Default Payments pursuant to this Section 5.03 will
be calculated in U.S. dollars and paid in Brazilian reais,
based on PTAX-800, option 5, average bid and sell exchange rate, published by
the Central Bank of Brazil through the Data System of the Central Bank of 


 


11

















 


Brazil
(Sistema de Informações do Banco Central do Brasil —
SISBACEN) on the relevant payment date  in
immediately available funds by wire transfer to an account specified by each
applicable Investor in writing to Nova Ponte and Bunge Limited.  The Default Payment will be computed on the
basis of a 360-day year and the actual number of days of the Default.


 


Section 5.04   Registration
Procedures.  Bunge Limited shall:


 


(a)     Subject to Sections 5.01 and 5.02,
prepare and file with the Commission the Registration Statement, with respect
to the Registrable Securities, that complies in all respects with the
Securities Act and use its reasonable best efforts to cause such Registration
Statement promptly to become and remain effective during the Effectiveness
Period, and the Registration Statement shall be on Form S-3 and shall
include a section entitled “Plan of Distribution,” substantially in the form
attached hereto as Exhibit 5.04(a);


 


(b)     prepare and file with the Commission such amendments and
supplements to the Registration Statement and the prospectus and any prospectus
supplement, if any, (together, the “Prospectus”) to be used in
connection with such Registration Statement by the Investors for sales by the
Investors of the Registrable Securities as may be necessary to (i) comply
with the provisions of the Securities Act with respect to the disposition of
all securities covered by such Registration Statement, and keep such
Registration Statement effective during the Effectiveness Period, and (ii) permit
the resales of Registrable Securities by a Permitted Transferee where such
Registrable Securities were transferred by an Investor pursuant to and in
compliance with Section 6.03(g); provided,
that no such amendment or supplement shall be prepared or filed by Bunge
Limited until such time as such Permitted Transferee has provided Bunge Limited
with the Investor Information.


 


(c)     furnish to each Investor, without charge, one conformed copy of
the applicable Registration Statement and each such amendment and supplement
thereto (and any exhibits to such Registration Statement upon written request),
and a number of copies of the Prospectus, in conformity with the requirements
of the Securities Act, to be used for sales of Registered Securities and such
other documents as the Investors may reasonably request in order to facilitate
the Transfer of Registrable Securities owned by them;


 


(d)     if required by Applicable Securities Laws, use its reasonable best
efforts to register and qualify the Registrable Securities under such other
securities or “Blue Sky” Laws of such U.S. jurisdictions as shall be reasonably
requested by the Investors (and maintain such registrations and qualifications
effective during the Effectiveness Period, and to do any and all other acts and
things reasonably necessary or advisable to enable the Investors to consummate
the Transfer in such jurisdictions of such Registrable Securities as
contemplated by such registration); provided
that Bunge Limited shall not be required in connection therewith or as a
condition thereto to qualify to do business or to file a general consent to
service of process in any such states or jurisdictions;


 


(e)     use its reasonable best efforts to cause all such Registrable
Securities to be listed for trading on the NYSE;


 


12

















 


(f)     use its reasonable best efforts to prevent the issuance or
obtain the withdrawal of any order suspending the effectiveness of such Registration
Statement at the earliest possible time;


 


(g)     use its reasonable best efforts to comply with all Applicable
Securities Laws, subject to Section 5.04(d);


 


(h)     during the Effectiveness Period, give prompt
written notice to the Investors and the Escrow Agent:


 


(i)      when such Registration
Statement or any amendment thereto has been filed with the Commission and when
such Registration Statement or any post-effective amendment thereto has become
effective;


 


(ii)     of any request by the
Commission for amendments or supplements to such Registration Statement or the
prospectus included therein or for additional information;


 


(iii)    to the extent known by
Bunge Limited, the issuance by the Commission of any stop order suspending the
effectiveness of such Registration Statement or the initiation of any
proceedings for that purpose;


 


(iv)    of the receipt by Bunge
Limited of any notification with respect to the suspension of the qualification
of the Common Shares for sale in any jurisdiction or the initiation or threatening
of any proceeding for such purpose; and


 


(v)     the occurrence of a
Permitted Interruption (which notice shall be provided to the Escrow Agent no
later than the Business Day immediately following the occurrence thereof and be
accompanied by an instruction to suspend the use of the Registration Statement
and the related Prospectus).


 


(i)      subject to the terms of Section 5.02
in respect of a Permitted Interruption, upon the occurrence of any event
contemplated by Section 5.04(h), where necessary, promptly prepare a
post-effective amendment to such Registration Statement or a supplement to the
related prospectus or file any other required document so that, as thereafter
delivered to the Investors, the prospectus will not contain an untrue statement
of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements made therein not misleading; and


 


(j)      use its reasonable best efforts to procure the cooperation of
the Transfer Agent and assist the Investors in settling any Transfer of
Registrable Securities, including with respect to the transfer of physical
stock certificates into book-entry form in accordance with any procedures
reasonably requested by the Investors and the removal of restrictive legends, to
extent permitted by Section 4.02(c) and Applicable Securities Laws.


 


(k)     Bunge Limited will, during any period in the
first twelve months following the Closing Date that Bunge Limited is not
subject to and in compliance with Section 13 or 15(d) of the Exchange
Act, furnish to the Investors that hold Registrable Securities, upon 


 


13

















 


the
request by such Investors, the information set forth in Rule 144(c)(2) under
the Securities Act.


 


(l)      Except as provided in Section 5.05(b),
(i) Bunge Limited shall not, from the Closing Date until the date that the
Registration Statement becomes effective under the Securities Act, prepare and
file with the Commission a registration statement relating to an offering for
its own account or the account of others under the Securities Act of any of its
equity securities, other than any registration statement or post-effective
amendment to a registration statement (or supplement thereto) relating to the
Bunge Limited’s employee benefit plans registered on Form S-8 of the
Securities Act and (ii) Bunge Limited shall not register the sale of any
securities on the Registration Statement other than the Registrable Securities.


 


Section 5.05   Investor
Information, Undertakings and Acknowledgment.  (a) It shall be a condition precedent to
the obligation of Nova Ponte and Bunge Limited to take any action in respect of
the Registrable Securities held by an Investor pursuant to Section 5.01
and 5.03 that each such Investor shall have furnished to Bunge Limited the
information set forth in Exhibit 5.05 hereof (the “Investor
Information”).  Each Investor agrees that, upon
receipt by the Escrow Agent and each Investor of notice from Bunge Limited
pursuant to Section 5.04 it will promptly discontinue sales
of Registrable Securities pursuant to the Registration Statement until receipt
of the notice from Bunge Limited that sales of Registrable Securities pursuant
to the Registration Statement may recommence.


 


(b) The Investors acknowledge
and agree that, in connection with Section 5.04(b)(ii), Bunge Limited may
file a new registration statement on Form S-3 under the Securities Act, a
post-effective amendment to the Registration Statement or prepare a new
Prospectus to permit resales of Registrable Securities by the Permitted
Transferees.


 


(c) The Investors acknowledge and understand that Bunge
Limited or one or more of its subsidiaries, including Bunge Alimentos or Nova
Ponte, may enter into one or more Interested Shareholder Agreements and one or
more Interested Shareholder Registration Agreements.  The Investors further acknowledge and
understand that, in connection with the requirements of any Interested
Shareholder Registration Agreements, Bunge Limited may file a new registration
statement on Form S-3 under the Securities Act to include the Interested
Shareholder Shares in the Registration Statement or Bunge Limited may file a
post-effective amendment to the Registration Statement and/or prepare a new
Prospectus to include the Interested Shareholder Shares on the Registration
Statement, to, in each case, permit resales of the Interested Shareholder
Shares by the Interested Shareholders in substantially the same manner as
provided in this Agreement.


 


Section 5.06   Expenses
Payable by Nova Ponte and Bunge Limited. 
Except as provided in Section 5.06 below, all fees and expenses
incident to the registration and sale of Registrable Securities shall be borne
by Nova Ponte and Bunge Limited whether or not a Registration Statement is
filed or becomes effective, including, without limitation, (i) all
registration, qualification and filing fees (including, without limitation, (A) fees
with respect to filings required to be made with the NYSE and (B) fees
and, subject to Section 5.04(d), expenses of compliance with state
securities or Blue Sky Laws (including, without limitation, fees and
disbursements of counsel for Nova Ponte and Bunge Limited in connection with
blue sky


 


14

















 


qualifications
of the Registrable Securities)), (ii) messenger and delivery expenses,
word processing, duplicating and printing expenses (including, without
limitation, expenses of printing certificates for Registrable Securities in a
form eligible for deposit with The Depository Trust Company, printing the
Prospectus, including those delivered to or for the account of the Investors as
provided in this Agreement), (iii) fees and disbursements of counsel for
Nova Ponte and Bunge Limited, (iv) fees and expenses of Counsel to Bunge
Limited, in connection with the preparation and delivery of any Legend Opinion
related to a Transfer of Bunge Limited Shares by any Investor, (v) documented
fees (not in excess of US$2,000 for each Legend Opinion) and the reasonable and
documented expenses of Counsel to the Investors hired by the Investors
following the failure of Counsel to Bunge Limited to provide a Legend Opinion
in the manner and time required by Section 4.02(c) hereof; provided, however, that this clause (v) shall not apply
to the first such Legend Opinion issued by Counsel to the Investors following
the failure of Counsel to Bunge Limited to provide a Legend Opinion; and
provided, further, that all such amounts payable under this clause (v) with
respect to fees shall not exceed US$200,000 in the aggregate, (vi) fees
and disbursements of all independent certified public accountants for Nova
Ponte and Bunge Limited, (vii) all out-of-pocket expenses of Nova Ponte
and Bunge Limited (including, without limitation, expenses incurred by Bunge
Limited, its officers, directors, employees and agents performing legal or
accounting duties, any public relations, investor relations or other
consultants or advisors retained by Nova Ponte and Bunge Limited), and (viii) fees
and expenses of the Transfer Agent and a portion of the fees and expenses of
the Escrow Agent as set forth in the Escrow Agreement.


 


Section 5.07   Expenses
Payable by the Investors.  Each
Investor shall pay all broker’s commissions, and if applicable, underwriting
discounts and commissions, incurred in connection with the Transfer of
Registrable Securities for or on behalf of such Investor’s account and the fees
and expenses of the Investor’s advisers and counsel (including in connection
with the preparation of a Legend Opinion by Counsel to the Investors, other
than as provided in Section 5.06(v)), the Investor’s Representatives and
the Investor’s Representatives’ advisers and counsel. For the avoidance of
doubt, the Investors shall not be required to pay any expenses set forth in Section 5.06
other than as may be provided in the Escrow Agreement.


 


Section 5.08   Indemnification and Contribution.  (a)  The Investors, severally and not
jointly (as applicable, the “Investor Parties”), shall indemnify and
hold harmless Bunge Limited, Nova Ponte, each of their directors, officers and
Affiliates and each person, if any, who controls Bunge Limited or Nova Ponte or
such Affiliates within the meaning of the Securities Act (as applicable, the “Bunge
Parties”), against any losses, claims, damages or liabilities, joint or
several, to which an indemnified party may become subject, under the Securities
Act or otherwise, to the extent that such losses, claims, damages or
liabilities (or proceedings in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of a material fact contained
in the Registration Statement, the Prospectus, or in any amendment or
supplement thereto, or arising out of or relating to any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein (in the case of any Prospectus, or in
any amendment or supplement thereto, in the light of the circumstances under
which they were made) not misleading and shall reimburse the Bunge Parties promptly
upon demand for any legal fees or other expenses reasonably incurred by the


 


15

















 


Bunge Parties in connection
with investigating, or preparing to defend, or defending against, or appearing
as a third party witness in respect of, or otherwise incurred in connection
with, any such loss, claim, damage, expense, liability, action, investigation
or proceeding, as such fees and expenses are incurred, but only to the extent
that such losses, claims, damages or liabilities were the result of such untrue
or alleged untrue statement or omission or alleged omission in the Registration
Statement or Prospectus, or amendments or supplements thereto, made in reliance
upon and in conformity with information furnished by or on behalf of such
Investor pursuant to Section 5.05. 
In no event shall the liability of any Investor Party pursuant to this Section 5.08(a) be
greater in amount than the net proceeds received by such Investor Party upon
the sale of the Registrable Securities giving rise to such indemnification
obligation.


 


(b)     Nova Ponte and Bunge Limited, jointly and
severally, shall indemnify and hold harmless the Investor Parties against any
losses, claims, damages or liabilities, joint or several, to which they may become
subject under the Securities Act or otherwise, to the extent that such losses,
claims, damages or liabilities (or proceedings in respect thereof) arise out of
or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement, the Prospectus, or in
any amendment or supplement thereto, or arising out or relating to any omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein (in the case of any
Prospectus, or in any amendment or supplement thereto, in the light of the
circumstances under which they were made) not misleading and shall reimburse
the Investor Parties promptly upon demand for any legal fees or other expenses
reasonably incurred by the Investor Parties in connection with investigating,
or preparing to defend, or defending against, or appearing as a third party
witness in respect of, or otherwise incurred in connection with, any such loss,
claim, damage, expense, liability, action, investigation or proceeding, as such
fees and expenses are incurred, provided, however, that Nova Ponte and Bunge Limited shall not be
liable to any Investor Party in any such case for any such loss, claim, damage,
liability or proceeding to the extent that it arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in the Registration Statement or Prospectus or amendments or supplements
thereto, in reliance upon and in conformity with information furnished by or on
behalf of any of the Investor Parties pursuant to Section 5.05.


 


(c)     If the indemnification provided for in this
Section 5.08 from the indemnifying party is unavailable to an indemnified
party hereunder in respect of any losses, claims, damages, liabilities or
proceedings referred to herein, then the indemnifying party, in lieu of
indemnifying such indemnified party, shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages,
liabilities or proceedings in such proportion as is appropriate to reflect the
relative fault of the indemnifying party and indemnified parties in connection
with the actions which resulted in such losses, claims, damages, liabilities or
proceedings, as well as any other relevant equitable considerations.  The relative fault of such indemnifying party
and indemnified parties shall be determined by reference to, among other
things, whether any action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a
material fact, has been made by, or relates to information supplied by, such
indemnifying party or indemnified parties, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
action.  The amount paid or payable by a
party as a result of the losses, claims, damages, liabilities and expenses
referred to above shall be deemed to include any legal or other fees or 


 


16

















 


expenses
reasonably incurred by such party in connection with any investigation or
proceeding.  If the allocation provided
in this Section 5.08(c) is not permitted by applicable Law, the
parties shall contribute based upon the relative benefits received by Nova
Ponte and Bunge Limited from the initial issuance of the Registrable Securities
on the one hand and the net proceeds (after payment of the expenses described
in Section 5.07) received or to be received by the Investors from the
Transfer of Registrable Securities on the other.


 


The parties hereto agree that it would not be just
and equitable if contribution pursuant to this Section 5.08(c) were
determined by pro rata allocation or by any
other method of allocation which does not take account of the equitable
considerations referred to in the immediately preceding paragraph.  No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation.


 


Notwithstanding anything in this Section 5.08(c),
no contribution by the Investors, when combined with any amounts paid pursuant
to Section 5.08(c), shall exceed the net proceeds (after payment of the
expenses described in Section 5.07) from the Transfer of the Registrable
Securities received by the Investors.


 


(d)     Any indemnified party shall give prompt
written notice to the indemnifying party after the receipt by the indemnified
party of any written notice of the commencement of any action, suit, proceeding
or investigation or threat thereof made in writing for which the indemnified
party intends to claim indemnification or contribution pursuant to this
Agreement, provided that the failure of any
indemnified party to give such notice shall not relieve the indemnifying party
of its obligations or liabilities pursuant to this Agreement, except to the
extent that it shall be finally determined by a court of competent jurisdiction
(which determination is not subject to appeal or further review) that such
failure shall have materially adversely prejudiced the indemnifying party’s
defense of any such action, suit, proceeding or investigation.  If notice of commencement of any such action
is given to the indemnifying party as above provided, the indemnifying party
shall be entitled to participate in and, to the extent it may wish, to assume
the defense of such action at its own expense, with counsel chosen by it and
satisfactory to the indemnified party. 
An indemnified party shall have the right to employ separate counsel in
any such proceeding and to participate in the defense thereof, but all the fees
and expenses of such counsel shall be solely at the expense of such indemnified
party or parties unless: (i) the indemnifying party has agreed in writing
to pay such fees and expenses; (ii) the indemnifying party shall have
failed to assume the defense of such proceeding within 40 days of receipt of
the notice of commencement of any such proceeding; or (iii) the named
parties to any such proceeding (including any impleaded parties) include both
such indemnified party and the indemnifying party, and such indemnified party
shall have been advised by counsel that a conflict of interest is likely to
exist if the same counsel were to represent such indemnified party and the
indemnifying party.  It shall be
understood, however, that the indemnifying party shall not, in connection with
any one such proceeding (including separate proceedings that have been or will
be consolidated before a single judge) be liable for the fees and expenses of
more than one separate firm of attorneys at any time for all indemnified
parties, which firm shall be appointed by a majority of the indemnified
parties.  No indemnifying party shall be
liable for any settlement entered into without its written consent, which
consent shall not be unreasonably withheld. 
No indemnifying party shall, without the prior written consent of the
indemnified 


 


17

















 


party,
effect any settlement of any pending proceeding in respect of which any
indemnified party is a party, unless such settlement includes an unconditional
release of such indemnified party from all liability on claims that are the
subject matter of such proceeding.


 


(e)     The agreements contained in this Section 5.08
shall survive the Transfer of the Registered Securities by the Investors
pursuant to any Registration Statement (or otherwise) and shall remain in full
force and effect, regardless of any investigation made by or on behalf of the
Investors, Nova Ponte or Bunge Limited or such director, officer or
participating or controlling Person of any of them.


 


Section 5.09   Certain
Additional Limitations on Registration Rights.  Notwithstanding the other provisions of this
Agreement, Bunge Limited shall not be obligated to file a Registration
Statement with respect to the Registrable Securities of an Investor, and Nova
Ponte and Bunge Limited shall have no other obligations to such Investor under
Sections 5.01, 5.02, 5.03, 5.04, 5.06 and 5.08 of this Agreement, if such
Investor has not furnished Bunge Limited the Investor Information on or prior
to the 5th (fifth) day after the date of this Agreement.


 


Section 5.10   Confidentiality.  Each of the Investors agrees to keep any
notices received pursuant to this Agreement, together with any confidential
information received in connection therewith, confidential, and each Investor
shall not disclose such notice or information to any Person other than its
legal counsel or as may be required by applicable law.


 


ARTICLE
VI.  CONDITIONS OF TRANSFER


 


Section 6.01   General.
The Investors shall not Transfer any of their Bunge Limited Shares during the
No-Transfer Period. During the Restricted Transfer Period, any Transfer of
Bunge Limited Shares shall be subject to the restrictions set forth in Article IV
and this Article VI, without prejudice to those imposed by Applicable
Securities Laws. Once the Restricted Transfer Period expires, no restrictions
shall apply to the Transfer of Bunge Limited Shares by the Investors, other
than those imposed by Applicable Securities Laws.


 


Section 6.02   Free
Trading Limit. The Investors may, in the aggregate, Transfer, in one or
more transactions, up to US$ 900,000.00 per NYSE Trading Day of Bunge Limited
Shares (based on the closing price of the Common Shares on the NYSE on the NYSE
Trading Day preceding the day the relevant Release Notice is delivered to the
Escrow Agent pursuant to Section 6.03(d) below) on any NYSE Trading
Day (“Free Trading Limit”), without being subject to any trading
restriction, except for those imposed by Applicable Securities Laws.


 


Section 6.03   Other
Transfers. Any Transfer by the Investors of Bunge Limited Shares above the
Free Trading Limit, applied to the Investors in the aggregate, shall be subject
to the following restrictions, in addition to those imposed by Applicable
Securities Laws (“Trading Restrictions”):


 


(a)     Daily Restricted Trading Limit. Other than Transfers not
made in excess of the Investor’s Free Trading Limit, applied to the Investors
in the aggregate, pursuant to Section 6.02 (which shall not be included in
calculating the Daily Restricted Trading Limit), the Investors may not
Transfer, individually or jointly more than US$25.0 million of Bunge Limited
Shares (based on the closing price of the Common Shares on the NYSE on the NYSE
Trading 


 


18

















 


Day preceding the day the
relevant Release Notice is delivered to the Escrow Agent pursuant to Section 6.03(d) below)
on any NYSE Trading Day (“Daily Restricted Trading Limit”); provided, that any determination of whether or not such
Daily Restricted Trading Limit has been exceeded shall include Transfers of
Aggregate Trade Interested Shareholder Shares made by Interested
Shareholders.  It is expressly understood
by the parties hereunder that Transfers by each Interested Shareholder of its
Interested Shareholder Shares not in excess of such Interested Shareholder’s
individual free trading limit comparable to the Investors’ Free Trading Limit
(the “Interested Shareholder Free Trading Limit”) shall be excluded for
purposes of determining the Daily Restricted Trading Limit.


 


(b)     Bunge Limited’s Right of First Offer.  Each Investor shall be required to offer to
Nova Ponte any Bunge Limited Shares proposed to be Transferred by such
Investor, which offer will be made pursuant to the terms and conditions of item
(e) below (“Right of First Offer”) and such offer may be accepted
by Nova Ponte or its designee; provided that
Bunge Limited Shares sold within the Free Trading Limit shall not be subject to
the Right of First Offer.


 


(c)     Escrow Agent. For purposes of implementing the trading
limits and Right of First Offer restrictions set forth herein, the Parties have
agreed to retain the Escrow Agent pursuant to the terms and conditions of the
Escrow Agreement among the Parties dated as of the date of this Agreement (“Escrow
Agreement”) and such Escrow Agreement shall include instructions to the
Escrow Agent to monitor and implement the transfer procedures, trading limits
and Rights of First Offer related to Bunge Limited Shares set forth in this
Agreement.  The Investors further agree
to modify or amend such Escrow Agreement from time to time to include the Interested
Shareholders as a party thereto as contemplated by this Agreement; provided that the Investors shall not be required to pay any
additional fees and expenses of the Escrow Agent resulting therefrom.


 


(d)     Procedure. On the Closing Date and in accordance with the
Investment Agreement, the Bunge Limited Shares shall be delivered to the Escrow
Agent to be held under the Escrow Agreement.


 


i.        Transfers
within the Free Trading Limit. Any Investor intending to Transfer Bunge
Limited Shares within the Free Trading Limit shall notify in writing the Escrow
Agent of such Investor’s agreement or intention to do so (“Free Trade
Release Notice”). The Free Trade Release Notice must specify the number of
Bunge Limited Shares the Investor wants to Transfer (“Free Transfer Bunge
Limited Shares”).  The Escrow Agent
shall, following receipt of a Free Trade Release Notice, facilitate, along with
the Transfer Agent and Bunge Limited, as provided in this Agreement and the
Escrow Agreement, the release of the Free Transfer Bunge Limited Shares to the
notifying Investor to settle the pending Transfer.  In the event the Escrow Agent releases such
Bunge Limited Shares to a notifying Investor and such Investor does not
Transfer the released Bunge Limited Shares pursuant to the agreement forming
the basis of the Free Trade Release Notice following their release by the
Escrow Agent, such Investor shall return such Bunge Limited Shares to the
Escrow Agent and such Bunge Limited Shares shall be subject to the procedures
set forth in this Agreement in case such Investor intends to again Transfer
such Bunge Limited Shares.


 


19














 


ii.       Transfers
Above the Free Trading Limit. Any Investor intending to Transfer any Bunge
Limited Shares above the Free Trading Limit (“Offering Investor”) shall
notify in writing the Escrow Agent and Bunge Limited of such Investor’s
intention to do so (“Aggregate  Trade
Release Notice” and, together with a Free Trade Release Notice, each a “Release
Notice”).  The Aggregate Trade
Release Notice must specify the number of Bunge Limited Shares the Offering
Investor wants to Transfer above such Offering Investor’s Free Trading Limit (“Aggregate
Trade Shares”).  If the total volume
of Bunge Limited Shares subject to all Aggregate Trade Release Notices received
by the Escrow Agent on any given NYSE Trading Day, including any notices
similar to the Aggregate Trade Release Notices received by the Escrow Agent
from the Interested Shareholders relating to Transfers of Aggregate Trade
Interested Shareholder Shares, exceeds the Daily Restricted Trading Limit, the
Escrow Agent shall notify all the requesting Investors and Interested
Shareholders, if any, of such number of Aggregate Trade Shares and such number
of Aggregate Trade Interested Shareholder Shares, available for Transfer, if
any, such that the total number of Bunge Limited Shares available for Transfer
by such Investors and Interested Shareholders on such NYSE Trading Day (other
than Transfers by Investors of Bunge Limited Shares pursuant to Free Trading
Limits and by Interested Shareholders of Interested Shareholder Shares pursuant
to Interested Shareholder Free Trading Limits) is not greater than US$25.0
million of Bunge Limited Shares (based on the closing price of the Common
Shares on the NYSE Trading Day preceding the day the relevant Aggregate Trade
Release Notice is delivered to the Escrow Agent pursuant to this Section 6.03(d)).  The number of Aggregate Trade Shares or
Aggregate Trade Interested Shareholder Shares, if any, that each Investor or
Interested Shareholder, if any, shall be permitted to Transfer on any NYSE
Trading Day below the foregoing limitation shall be determined on a pro rata basis in proportion to the Bunge Limited Shares
received by each such Investor on the Closing Date and by each Interested
Shareholder on the closing date of the transactions contemplated by the
Interested Shareholder Agreements.  At
the close of business on the day on which one or more Release Notices have been
delivered under the terms of this Section, the Escrow Agent shall inform the
Investors that have delivered such Release Notices, the requesting Interested
Shareholders and Bunge Limited of the number of Bunge Limited Shares that have
been permitted to be Transferred (a “Permitted Transfer Notification”)
and the number of Bunge Limited Shares that have not been permitted to be
Transferred, which such Bunge Limited Shares shall continue to be subject to
the Escrow Agreement and this Article VI.


 


iii.      Aggregate
Trade Release Procedure. If Nova Ponte or its designee does not exercise
its Right of First Refusal pursuant to Section 6.03(e) below, the
Escrow Agent shall facilitate, along with the Transfer Agent and Bunge Limited,
as provided in this Agreement and the Escrow Agreement, the release of the
Aggregate Trade Shares to the Offering Investor to complete a Transfer.


 


iv.     Return
of Aggregate Trade Shares. If an Offering Investor does not enter into an
agreement to Transfer the released Aggregate Trade Shares within one (1) NYSE



 


20

















 


Trading Day following the later of the receipt of the Permitted
Transfer Notification and the expiration of the Exercise Period (defined in Section 6.03(e) below),
such Investor shall return such Aggregate Trade Shares to the Escrow Agent and
such Bunge Limited Shares shall be subject to the procedures set forth in this Section 6.03(d) and
in Section 6.03(e) below in case such Investor again intends to
Transfer such Bunge Limited Shares.


 


(e)     Right of First Offer Procedure. Once an Aggregate Trade
Release Notice is received, Nova Ponte shall have one NYSE Trading Day (“Exercise
Period”) to notify in writing the Offering Investor(s) and the Escrow
Agent whether it or its designee shall exercise (or not exercise) the Right of
First Offer with regard to all and not less than all of the offered Aggregate
Trade Shares for the Exercise Price set forth in Section 6.03(e).i below.


 


i.        Exercise
Price. The price for the acquisition of the offered Aggregate Trade Shares
by Nova Ponte or its designee shall be equal to the greater of (A) the
closing price of the Common Shares on the last NYSE Trading Day immediately
preceding the day on which the Escrow Agent receives the relevant Aggregate
Trade Release Notice or (B) the closing price of the Common Shares on the
day on which Nova Ponte exercises its Right of First Offer (“Exercise Price”);
provided, however,
that (i) to the extent any additional taxes are incurred by an Investor as
a result of the acquisition of the relevant Aggregate Trade Shares by Nova
Ponte or its designee (as compared to an acquisition by a third party in a
similar transaction) such investor will notify Nova Ponte or its designee of
the amount of such additional taxes and provide reasonably detailed information
with respect to the calculation of such amount and such amount shall be
reimbursed by Nova Ponte within three Business Days of its receipt from the
Investor of reasonably satisfactory evidence of the Investor’s payment of such
amount. For the purposes hereof, any failure by a designee of Nova Ponte to
comply with the provisions of this Agreement and the conditions for the Transfer
shall be deemed to be a default by Nova Ponte hereunder.


 


ii.       Exercise
of the Right of First Offer. If Nova Ponte or its designee exercises the
Right of First Offer, it shall acquire the offered Aggregate Trade Shares and
pay the Exercise Price on the third NYSE Trading Day immediately following the
expiration of the Exercise Period, in cash to an account designated by the
relevant Offering Investor and upon Transfer of the offered Aggregate Trade
Shares to Nova Ponte or its designee. 
Failure by Nova Ponte or its designee to pay the Exercise Price when due
shall subject Nova Ponte to the payment of interest on such amount in the
amount of 1% over the Prime Rate from the due date until the date of payment
thereof.  The failure by Nova Ponte or
its designee to pay the Exercise Price when due to any Offering Investor shall
also be deemed as a waiver by Nova Ponte and any designee of their Right of
First Offer in relation to the then offered Aggregate Trade Shares and any
other Bunge Limited Shares held by such Offering Investor, in which event the
provisions of this Section 6.03(e) shall no longer apply to the
relevant Offering Investor; provided, that
any such failure will be deemed cured, and the provisions of Section 6.03(e) shall
thereafter apply, if Nova Ponte or its designee pays, no later than five
Business Days following the due date, to an account designated by the relevant
Offering Investor, an amount in cash equal to the sum of (i)(A) if the
relevant Offering Investor has not sold the Aggregate Trade Shares, the
Exercise Price, or (B) if the relevant 


 


21

















 


Offering Investor has sold the Aggregate Trade Shares for an aggregate
purchase price less than the Exercise Price, the difference between the Exercise
Price and such aggregate purchase price, plus (ii) an amount equal to 5%
(five percent) of the Exercise Price, and plus (iii) interest on the
Exercise Price in the amount of 1% over the Prime Rate from the due date until
the date of payment thereof; provided, further, that if Nova Ponte or its designee fails to cure
any such failure in the manner provided in this Agreement more than two times,
Nova Ponte shall forfeit its Right of First Offer rights contained in Section 6.03(e) with
respect to all Bunge Limited Shares held by the Investors.  In the event of a payment under the foregoing
clause (i)(A), the Offering Investor shall deliver the Aggregate Trade Shares
to Nova Ponte or its designee as soon as reasonably practicable after such
payment but in no event later than three (3) NYSE Trading Days following
the date thereof.


 


iii.      Non-Exercise
of the Right of First Offer. If, by the end of the Exercise Period, Nova
Ponte fails to deliver an exercise notice in respect of, or it notifies the
Investors and the Escrow Agent that it or its designee will not exercise the
Right of First Offer to acquire all the offered Aggregate Trade Shares, the
Escrow Agent shall notify the Offering Investor(s) pursuant to Section 6.03(d)(ii) above.  The Offering Investor(s) shall then have
the right to Transfer, individually or jointly, all or part of such shares
without the need for any further communication to Nova Ponte, subject to Section 6.03(c) above.


 


(f)     Private Transfers. Except as set forth in Section 6.03(g),
Transfers of Bunge Limited Shares other than as expressly provided under this
Agreement shall be subject to the prior written approval of Nova Ponte. If such
approval is granted, permitted transferees must expressly agree in writing to
adhere to all terms and conditions of this Article VI.


 


(g)     Permitted Transfers. Transfers of Bunge Limited Shares by
the Investors to any of their heirs or Affiliates which are controlled,
directly or indirectly by the Investors (a “Permitted Transferee”), in
Brazil or abroad, are not subject to the restrictions set forth herein, as long
as (i) such permitted transferees expressly agree in writing, in form and
substance reasonably satisfactory to Bunge, to become party to this Agreement,
to adhere to all the terms and conditions of this Agreement, (ii) the
transferor Investor shall agree, in form and substance reasonably satisfactory
to Bunge, to be jointly liable with such Investor’s permitted transferee(s) for
all its or their obligations under this Agreement, and (iii) if any transferee
ceases to be a controlled Affiliate of the transferring Investor, the
transferring Investor causes such transferee to (prior to such event) Transfer
the transferred Bunge Limited Shares back to the transferor Investor.  Notwithstanding the foregoing, the transfers
of Bunge Limited Shares by an Investor to another Investor shall not be subject
to any restriction set forth herein.


 


ARTICLE
VII.  GENERAL PROVISIONS


 


Section 7.01   Amendments
and Waivers. The provisions of this Agreement, including the provisions of
this Section 7.01, may not be amended, modified or supplemented, without
the written consent of Bunge Limited and each other party to this Agreement
which is affected by such amendment, modification or supplement. Compliance
with any Section or provision of this


 


22

















 


Agreement
may be waived in writing by each party that is benefited by its compliance at
any time.


 


Section 7.02   Notices.  All notices, requests, claims, demands and
other communications hereunder shall be in writing and shall be given  by delivery in person, by facsimile,
electronic mail or by first-class mail or air courier guaranteeing overnight
delivery (postage prepaid, return receipt requested) to the respective parties
at the addresses specified in the Investment Agreement (or at such other
address for a party as shall be specified in a notice given in accordance with
this Section 7.02) or if to Bunge Limited, at:


 


Bunge Limited


50 Main Street


White Plains, New York 10606


Attention: Assistant General Counsel


Fax: (914) 684-3497


 


Electronic mail:
bg.legalnotices@bunge.com


 


Any and all
notices, requests, claims, demands and other communications shall be deemed
given and effective on the earlier of (a) the NYSE Trading Day following
the date of deposit with a nationally recognized air courier guaranteeing
overnight delivery, (b) the date of formal service of the judicial notice,
(c) the date of transmission, if such notice or other communication is
transmitted via facsimile at the facsimile number specified above prior to 6:30 p.m.
(New York City time) on a NYSE Trading Day, (d) the next NYSE Trading Day
after the date of transmission, if such notice or communication is transmitted
via facsimile or at the facsimile number specified above on a day that is not a
NYSE Trading Day or later than 6:30 p.m. (New York City time) on any NYSE
Trading Day, (e) the sender’s receipt of an acknowledgement from the
intended recipient or such intended recipient’s system administrator (such as
by the “return receipt requested” or “delivery receipt request” function, as
available, return electronic mail or other written acknowledgement), if such
notice or other communication is sent via electronic mail at the electronic
mail address specified above or (g) upon actual receipt by the party to
whom such notice is required to be given.


 


Section 7.03   Severability.  If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of
law, or public policy, all other conditions and provisions of this Agreement
shall nevertheless remain in full force and effect so long as the economic or
legal substance of the transactions contemplated hereby is not affected in any
manner materially adverse to any party. 
Upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible in a mutually acceptable manner in order that
the transactions contemplated hereby be consummated as originally contemplated
to the fullest extent possible; provided, that
if there is a conflict or inconsistency between this Agreement and the
Investment Agreement, this Agreement shall prevail.


 


23

















 


Section 7.04   Entire
Agreement; Assignment.  This
Agreement, together with the Investment Agreement, constitutes the entire
agreement among the parties with respect to the subject matter hereof and
supersedes all agreements, understandings, assertions, statements, and
warranties, verbal or written, expressed or implied, maintained between the
parties and their respective affiliates, representatives, and agents regarding
the matters object of this Agreement.


 


Section 7.05   Parties
in Interest.  All the terms and
provisions of this Agreement shall be binding upon, shall inure to the benefit
of and shall be enforceable by the parties hereto and the holders from time to
time of the Registrable Securities and the respective successors and permitted
assigns of the parties hereto and such holders.


 


Section 7.06   Interpretation.  When reference is made in this Agreement to
an Article, Section or Exhibit, such reference is to an Article or Section of,
or an Exhibit to, this Agreement unless otherwise indicated.  The table of contents to and headings
contained in this Agreement are for reference purposes only and do not affect
in any way the meaning or interpretation of this Agreement. References to “hereof”
shall mean this Agreement and references to the “date hereof” shall mean the
date of this Agreement.  The definitions
contained in this Agreement are applicable to the singular as well as the
plural forms of such terms.


 


Section 7.07   Headings.  The descriptive headings contained in this
Agreement are included for convenience of reference only and shall not affect
in any way the meaning or interpretation of this Agreement.


 


Section 7.08   Governing Law; Jurisdiction.  This Agreement shall be
governed by, and construed in accordance with, the laws of the State of New
York.  The parties hereto hereby (a) submit
to the exclusive jurisdiction of any federal court sitting in the Borough of
Manhattan of The City of New York for the purpose of any action, lawsuit,
demand, claim, hearing, or proceeding (each, an “Action”) arising out of
or relating to this Agreement brought by any party hereto, (b) irrevocably
waive, and agree not to assert by way of motion, defense, or otherwise, in any
such Action, any claim that it is not subject personally to the jurisdiction of
the above named courts, that its property is exempt or immune from attachment
or execution, that the Action is brought in an inconvenient forum, that the
venue of the Action is improper, or that this Agreement or the transactions
contemplated by this Agreement may not be enforced in or by any of the above
named courts, and (c) agree that service of process upon such party in any
such Action shall be effective if notice is given in accordance with Section 10.3
of the Investment Agreement or Section 7.02 hereof.


 


Section 7.09   Counterparts.  This Agreement may be executed and delivered
(including by facsimile transmission) in one or more counterparts, and by the
different parties hereto in separate counterparts, each of which when executed
shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement.


 


Section 7.10   Waiver
of Jury Trial.  EACH OF THE PARTIES
HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION
DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH


 


24

















 


THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.  EACH OF THE PARTIES HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THAT FOREGOING WAIVER, (B) UNDERSTANDS AND HAS
CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) MAKES THIS WAIVER
VOLUNTARILY AND (D) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
HEREBY, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 7.10.


 


Section 7.11   Further
Assurances.   At or after the Closing
Date, and without further consideration, Bunge Limited, Nova Ponte and the
Investors will take such actions and execute and deliver such further documents
as may be reasonably necessary in order to give practical effect to the
intention of the parties under this Agreement, and Bunge Limited, Nova Ponte
and the Investors agree to act in good faith to negotiate and enter into any
such additional documents and amendments necessary to give effect to Transfers
of the Bunge Limited Shares in a timely fashion, in particular as a result of
the internal policies and procedures of the Transfer Agent, the Escrow Agent or
Investors’ brokers, the rules and regulations of the NYSE and market
practice.


 


Section 7.12   Independent
Nature of Investors’ Obligations and Rights.  The obligations of each Investor under this
Agreement are several and not joint with the obligations of any other Investor,
and no Investor shall be responsible in any way for the performance of the
obligations of any other Investor under this Agreement.  The decision of each Investor to acquire
Registrable Securities pursuant to the Investment Agreement and this Agreement
has been made by such Investor independently of any other Investor.  Nothing contained herein or in the Investment
Agreement, and no action taken by any Investor pursuant thereto, shall be
deemed to constitute the Investors as a partnership, an association, a joint
venture or any other kind of entity, or create a presumption that the Investors
are in any way acting in concert or as a group with respect to such obligations
or the transactions contemplated by this Agreement or the Investment Agreement.


 


25

















 


In witness whereof, the Parties hereto have duly executed or
have caused their authorized representatives to duly execute, this Agreement as
of the date written above.


 


 


AGROINDUSTRIAL NOVA PONTE
LTDA.:


 


	
  By:

  	
  /s/ Carla Heiss *

  	
   

  
	
  Name: Carla Heiss

  	
   

  
	
  Title:   Attorney in Fact

  	
   

  



 


*       Carla L. Heiss signs and
executes this Agreement as attorney in fact pursuant to a Power of Attorney
executed on behalf of Agroindustrial Nova Ponte Ltda.


 


 


BUNGE LIMITED


	
  By:

  	
  /s/
  Hunter Smith

  	
   

  
	
  Name: Hunter Smith

  	
   

  
	
  Title:   Treasurer

  	
   

  



 


 


	
  By:

  	
  /s/
  Carla L. Heiss

  	
   

  
	
  Name: Carla L. Heiss

  	
   

  
	
  Title:   Assistant General Counsel and Assistant
  Secretary

  	
   

  



 

















 


Investors:


 


	
  p.p. /s/ Luis Antonio
  Arakaki

  	
   

  	
  /s/ Sandra Regina Arakaki
  Sobrinho

  
	
  Kosuke Arakaki

  	
   

  	
  Sandra Regina Arakaki
  Sobrinho

  
	
   

  	
   

  	
   

  
	
  /s/ Luis Antonio Arakaki

  	
   

  	
  /s/ Cecilia Regina Arakaki
  de Andrade

  
	
  Luis Antonio Arakaki

  	
   

  	
  Cecilia Regina Arakaki de
  Andrade

  
	
   

  	
   

  	
   

  
	
  p.p. /s/ Luis Antonio
  Arakaki

  	
   

  	
  /s/ Regina Maura Arakaki

  
	
  Mariângela Arakaki

  	
   

  	
  Regina Maura Arakaki

  
	
   

  	
   

  	
   

  
	
  /s/ José Luis
  Arakaki

  	
   

  	
  /s/ Riromassa Arakaki

  
	
  José Luis Arakaki

  	
   

  	
  Riromassa
  Arakaki

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


	
   

  	
  /s/ José Luis
  Arakaki

  	
   

  
	
   

  	
  /s/ Luis Antonio Arakaki

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ALCOESTE – DESTILARIA
  FERNANDÓPOLIS S.A.

  	
   

  
	
   

  	
  by:

  	
  José
  Luis Arakaki

  	
   

  
	
   

  	
  by: 

  	
  Luis Antonio Arakaki

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ José Luis
  Arakaki

  	
   

  
	
   

  	
  /s/ Luis Antonio Arakaki

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GRANDES LAGOS –
  PARTICIPAÇÕES LTDA.

  	
   

  
	
   

  	
  by:

  	
  José
  Luis Arakaki

  	
   

  
	
   

  	
  by:

  	
  Luis Antonio Arakaki

  	
   

  



 


Witnesses:


 


	
  /s/
  Stephanie Manzi Lopes

  	
   

  	
  /s/
  Pedro João Zahran Tarqueto

  
	
  Name:
  Stephanie Manzi Lopes

  	
   

  	
  Name:
  Pedro João Zahran Tarqueto

  
	
  C.P.F./M.F.:  363845028-79

  	
   

  	
  C.P.F./M.F.:

  	
  RG.
  43.740.393-2 SSP/SP

  
	
   

  	
   

  	
   

  	
  CPF.
  347.955.058-45

  



 


2

















 


EXHIBIT 4.02(c)


 


This
certificate is being provided to BUNGE LIMITED (the “Company”), in connection
with (a) the sale under the Securities Act of 1933, as amended (the “Securities
Act”), of the Company’s common shares subject to certain restrictions and (b) the
request of the undersigned shareholder (the “Shareholder”) to remove the
restrictive legends from such shares. 
The securities subject to sale are comprised of
[    ] common shares of the Company (the “Common Shares”),
par value $.01 per share, currently held in book-entry form in the name of
Banco Itaú Europa International, as escrow agent, for the benefit of the
Shareholder.


 


The Shareholder, DOES HEREBY CERTIFY that the
Shareholder has entered into an agreement to sell the Common Shares in
accordance with the terms outlined in the “Plan of Distribution” section
contained in the Registration Statement of the Company (No. 333-[    ]),
filed with the Securities and Exchange Commission (the “Commission”) in
connection with the resale of the Common Shares, and has delivered to the
purchaser(s) the prospectus supplement most recently filed with the
Commission pursuant to Rule 424(b) of the Securities Act which
relates to the offer and sale of the Common Shares by the Shareholder.


 


IN
WITNESS WHEREOF, the Shareholder has executed this Certificate this         day of               
2010.


 


 


	
   

  	
  [NAME
  OF SHAREHOLDER]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  



 














 


Exhibit 5.01


 


PLAN OF DISTRIBUTION


 


The selling shareholders
named in any prospectus supplement may, from time to time, sell any or all of
the common shares received in the acquisition on any stock exchange, market or
trading facility on which the common shares are traded or in private
transactions.  These sales may be at
fixed or negotiated prices.  We have been
advised by the selling shareholders that they may use any one or more of the
following methods when selling common shares:


 


·                  ordinary brokerage transactions and
transactions in which the broker-dealer solicits purchasers;


 


·                  block trades in which the broker-dealer will
attempt to sell the shares as agent but may position and resell a portion of
the block as principal to facilitate the transaction;


 


·                  purchases by a broker-dealer as principal and
resale by the broker-dealer for its account;


 


·                  an exchange distribution in accordance with
the rules of the applicable exchange;


 


·                  privately negotiated transactions;


 


·                  short sales;


 


·                  broker-dealers may agree with the selling
shareholders to sell a specified number of such shares at a stipulated price
per share;


 


·                  a combination of any such methods of sale;
and


 


·                  any other method permitted pursuant to
applicable law.


 


The selling shareholders will act independently of
us in making decisions with respect to the timing, manner, and size of each
sale. The aggregate proceeds to the selling shareholders from the sale of
common shares offered by them will be the purchase price of the common shares
less discounts and commissions, if any. Each of the selling shareholders
reserves the right to accept, and together with their agents from time to time,
to reject, in whole or in part, any proposed purchase of common shares to be
made directly or through agents. We will not receive any of the proceeds from
the sale by the selling shareholders of the common shares.


 


Under one or more agreements, we have granted or
expect to grant the selling shareholders certain registration rights pertaining
to the common shares received, or that will be received, by the selling
shareholders in connection with the acquisition. The agreements provide for
indemnification by Nova Ponte and us of the selling shareholders, and for
indemnification by the selling shareholders of Nova Ponte, us and our
respective directors, officers, affiliates and controlling persons, against
specific liabilities in connection with the offer and sale of common shares,
including liabilities under the Securities Act.


 


2

















 


We have agreed to maintain the effectiveness of
this registration statement until the earlier of the date on which the common
shares have been resold by the selling shareholders or may be sold by the
selling shareholders without registration under the Securities Act or any other
rule of similar effect, subject to the terms of the agreements.


 


As the selling shareholders may be deemed to be “underwriters”
within the meaning of the Securities Act, the selling shareholders will be subject
to the prospectus delivery requirements of the Securities Act.


 


In order to comply with applicable securities laws
of some states, the common shares may be sold in those jurisdictions only
through registered or licensed brokers or dealers. In addition, in certain
states the common shares may not be sold unless they have been registered or
qualified for sale in the applicable state or an exemption from the
registration or qualification requirements is available.


 


Broker-dealers engaged by
the selling shareholders may arrange for other broker-dealers to participate in
sales.  Broker-dealers may receive
commissions or discounts from the selling shareholders (or, if any
broker-dealer acts as agent for the purchaser of shares, from the purchaser) in
amounts to be negotiated.  The selling
shareholders do not expect these commissions and discounts to exceed what is
customary in the types of transactions involved.  Any profits on the resale of the common
shares by a broker-dealer acting as principal might be deemed to be
underwriting discounts or commissions under the Securities Act.  Discounts, concessions, commissions and
similar selling expenses, if any, attributable to the sale of common shares
will be borne by the selling shareholders. 
The selling shareholders may agree to indemnify any agent, dealer or
broker-dealer that participates in transactions involving sales of the shares
if liabilities are imposed on that person under the Securities Act.


 


The selling shareholders and
any broker-dealers or agents that are involved in selling the common shares may
be deemed to be “underwriters” within the meaning of the Securities Act in
connection with such sales.  In such
event, any commissions received by such broker-dealers or agents and any profit
on the resale of the common shares purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act.


 


We are required to pay all
fees and expenses incident to the registration of the common shares.


 


The selling shareholders
have advised us that they have not entered into any agreements, understandings
or arrangements with any underwriters or broker-dealers regarding the sale of
their common shares, nor is there an underwriter or coordinating broker acting
in connection with a proposed sale of the common shares by any selling
shareholder.  If we are notified by any
selling shareholder that any material arrangement has been entered into with a
broker-dealer for the sale of common shares, if required, we will file a
supplement to this prospectus.


 


Each selling shareholder and
any other person participating in a distribution will be subject to the
Exchange Act, which may limit the timing of purchases and sales of common
shares by the selling shareholder or any such other person. Under Regulation M
of the Exchange


 


3

















 


Act, any person engaged in
the distribution of the common shares may not simultaneously engage in
market-making activities with respect to the common shares for certain periods
prior to the start of the distribution. 
The foregoing may affect the marketability of the common shares and the
ability of any person or entity to engage in market-making activities with
respect to the common shares.


 


In certain circumstances,
the selling shareholders also may transfer the common shares to certain
permitted transferees, in which case such transferees will be the selling
beneficial owners for purposes of this prospectus and may sell the common
shares from time to time under this prospectus after we have filed a supplement
to this prospectus under Rule 424(b)(3) or other applicable provision
of the Securities Act, to include such transferees as selling shareholders
under this prospectus.


 


The common shares held by
the selling shareholders are subject to certain restrictions contained in
registration rights agreements as to the amount and timing of sales of common
shares and, in certain circumstances, requirements to first offer such common
shares back to us for repurchase. Banco Itaú Europa International serves as an
escrow agent and holds the common shares on behalf of the selling shareholders
for which it receives customary fees and reimbursement for expenses from the
selling shareholders and us.


 


4

















 


Exhibit 5.05


 


INVESTOR INFORMATION


 


BUNGE LIMITED


 


REGISTRATION STATEMENT QUESTIONNAIRE


 


In accordance with the Registration Rights Agreement, (the “Agreement”), dated [            ]
to be entered into among Bunge Limited, Agroindustrial Nova Ponte Ltda. and the
investors party thereto, Bunge Limited expects to file with the U.S. Securities
and Exchange Commission a registration statement on Form S-3 (the “Registration Statement”) for the registration and resale
under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities. A copy of
the Agreement is attached hereto.  All
capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Agreement.  In connection
with Bunge Limited’s preparation of the Registration Statement, please provide
us with the following information:


 


1.                                        Name (exactly as it should appear in the Registration
Statement):


 


 


Except as set forth below,
you do not hold any equity securities of Bunge Limited on behalf of another
person or entity.


 


State any exceptions here:


 


 


If
the owner of the Common Shares is not a natural person, please identify the
natural person or persons who will have voting and investment control over the
Common Shares owned by the Investor:


 


 


2.  Address:


 


 


Telephone:  


Fax:  


Contact Person:  


 


3.  Have you had any position, office or other
material relationship within the past three years with Bunge Limited or its
affiliates?  (Include any relationships
involving you or any of your 


 


5

















 


affiliates, officers,
directors, or principal equity holders (5% or more) that have held any position
or office or has had any other material relationship with Bunge Limited (or its
predecessors or affiliates) during the past three years.)


 


o  Yes                                   o  No


 


If yes, please indicate
the nature of any such relationship below:


 


4.  What is the total amount of Registrable
Securities that you beneficially own:  


 


 


5. What is the total amount
of Registrable Securities that you wish to include in the
Registration


Statement: 



 


6. Are you the beneficial
owner of any other securities of Bunge Limited? 
(Include any equity securities that you beneficially own or have a right
to acquire, issuable upon the conversion of or exchange of any
other securities, within 60 days after the date
hereof, and as to which you have sole voting power, shared voting power, sole
investment power or shared investment power.)


 


o  Yes                                   o  No


 


If yes, please describe
the nature and amount of such ownership as of the most recent practicable date.


 


 


7.  Have you made or are you aware of any
arrangements relating to the distribution of the Common Shares of Bunge Limited
pursuant to the Registration Statement?


 


o  Yes                                   o  No


 


If yes, please describe
the nature and amount of such arrangements.


 


 


8. FINRA Matters


 


(a)                                 State below whether
(i) you or any associate or affiliate of yours are a member of FINRA, a controlling shareholder of an
FINRA member, a person associated with a member, a direct or
indirect affiliate of a member, or an underwriter
or related person with respect to the proposed offering; (ii) you
or any associate or affiliate of yours owns any stock or other
securities of any FINRA member not purchased in the open market; or
(iii) you or any associate or affiliate of yours has made
any outstanding subordinated loans to any FINRA member. If you are a
general or limited partnership, a no answer asserts that no such relationship
exists for you as well as for each of your general or limited partners.


 


Yes:  o                                  No:  o


 


6

















 


If “yes,” please identify the FINRA member and describe your
relationship, including, in the case of a general or limited partner, the name
of the partner:


 


 


If you answer “no” to Question 7(a),
you need not respond to Question 7(b).


 


State below whether you or any associate or affiliate of yours has been an underwriter, or a controlling person or member of any
investment banking or brokerage firm which has been or might be an underwriter
for securities of Bunge Limited or any affiliate
thereof including, but not limited to, the common stock now being registered.


 


Yes:  o                                  No:  o


 


If “yes,” please identify the FINRA member and describe your
relationship, including, in the case of a general or limited partner, the name
of the partner.


 


ACKNOWLEDGEMENT


 


The undersigned acknowledges
that it understands its obligation to comply, and agrees that it will comply,
with the prospectus delivery and other provisions of the Securities Act of
1933, as amended, and the Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder, particularly Regulation M.


 


The undersigned understands and acknowledges that Bunge
Limited will rely on the information set forth herein for purposes of the
preparation and filing of the Registration Statement.


 


In
accordance with the undersigned’s obligation under Section 5.05 of the
Agreement to provide such information as may be required by law for inclusion
in the Registration Statement, the undersigned hereby agrees,  at any time while the Registration Statement remains in
effect, to notify Bunge Limited promptly of any changes in the information
contained in this questionnaire which should be made as a result of any
developments, including the passage of time. 
The undersigned also agrees to provide Bunge Limited and Bunge Limited’s
counsel any and all such further information in the form of Annex A attached
hereto regarding the undersigned promptly and upon any request in connection
with the preparation, filing, amending, and supplementing of the Registration
Statement (or any prospectus contained therein).  The undersigned hereby consents to the use of
all such information in the Registration Statement.  All notices hereunder


 


7

















 


and
pursuant to the Agreement shall be made in writing, by hand-delivery,
facsimile, first-class mail, electronic mail or air courier guaranteeing
overnight delivery as follows:


 


	
   

  	
  (i)  To Bunge Limited:

  
	
   

  	
   

  
	
   

  	
  Bunge
  Limited

  
	
   

  	
  50
  Main Street

  
	
   

  	
  White
  Plains, New York 10606

  
	
   

  	
  Attention:
  Assistant General Counsel

  
	
   

  	
  Fax:
  (914) 684-3497

  
	
   

  	
  Email: bg.legalnotices@bunge.com

  
	
   

  	
   

  
	
   

  	
  (ii)  With a copy to:

  
	
   

  	
   

  
	
   

  	
  Shearman &
  Sterling LLP

  
	
   

  	
  599
  Lexington Avenue

  
	
   

  	
  New
  York, NY 10022

  
	
   

  	
  Attention:
  Lona S Nallengara, Esq.

  
	
   

  	
  Fax:
  (646) 848-8414

  
	
   

  	
  E-mail:
  LNallengara@shearman.com

  



 


The undersigned
understands that the undersigned may be subject to serious civil and criminal
liabilities if the Registration Statement, when it becomes effective, either contains an untrue statement of a material fact or omits to
state a material fact required to be stated in the Registration Statement or
necessary to make the statements in the Registration Statement not
misleading.  The undersigned represents
and warrants that all information it provides to Bunge Limited and its counsel
is currently accurate and complete and will be accurate and complete at the
time the Registration Statement becomes effective and at all times subsequent
thereto, and agrees during the Effectiveness Period and any additional period
in which the undersigned is making sales of Common Shares under and pursuant to
the Registration Statement, and agrees during such periods to notify Bunge
Limited immediately of any misstatement of a material fact in the Registration
Statement regarding such Investor, the Common Shares held by such Investor or
the sale and offer of the Common Shares by such Investor, and of the omission
of any material fact necessary to make the statements contained therein regarding
such Investor, the Common Shares held by such Investor or the sale and offer of
the Common Shares by such Investor not misleading.


 


	
  Dated: 

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature

  



 


8

















 


Annex A


 


Since
the date you provided to Bunge Limited the information set forth in your
registration statement questionnaire, has there been any change to the number
of Registrable Securities that you currently own?


 


o  Yes                                   o  No


 


If
yes, please state the amount of such ownership as of the most recent
practicable date, or, if a date is specified in a request from Bunge Limited,
as of such specified date.


 


 


Since
the date you provided to Bunge Limited the information set forth in your
registration statement questionnaire, has there been any changes to any of the
other information set forth therein?


 


o  Yes                                   o  No


 


If
yes, please state the changes below (or on a separate page).


 


 


The
undersigned understands that the undersigned may be subject to serious civil
and criminal liabilities if the Registration Statement, when it becomes
effective or at the time of the filing of a post-effective amendment or
prospectus supplement thereto, either contains an untrue statement of a
material fact or omits to state a material fact required to be stated in the
Registration Statement or necessary to make the statements in the Registration
Statement not misleading.  The
undersigned represents and warrants that all information it provides to Bunge
Limited and its counsel is currently accurate and complete and will be accurate
and complete at the time the Registration Statement becomes effective, at the
time of any filing of a post-effective amendment or prospectus supplement
thereto, and at all times subsequent thereto, and agrees during the Effectiveness
Period and any additional period in which the undersigned is making sales of
Shares under and pursuant to the Registration Statement, and agrees during such
periods to notify Bunge Limited immediately of any misstatement of a material
fact in the Registration Statement regarding such Investor, the Common Shares
held by such Investor or the sale and offer of the Common Shares by such
Investor, and of the omission of any material fact necessary to make the
statements contained therein regarding such Investor, the Common Shares held by
such Investor or the sale and offer of the Common Shares by such Investor not
misleading.


 


	
  Dated: 

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name

  
	
   

  	
   

  
	
   

  	
  Signature

  



 


9