Exhibit 4.11


 


REGISTRATION
RIGHTS AND CONDITIONS OF TRANSFERS AGREEMENT, dated as of February 11,
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 11, 2010 (the “Investment
Agreement”);


 


WHEREAS,
pursuant to the Investment Agreement, the Investors shall deliver to Nova Ponte
all their shares of USINA ITAPAGIPE AÇÚCAR E
ÁLCOOL S.A. 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 and/or one or more of its subsidiaries (a) have
entered into (i) an Investment Agreement dated as of December 23,
2009, with Usina Moema Participações S.A. (“MoemaPar”) and its equity
holders, and (ii) one or more similar agreements, on terms and conditions
substantially similar to the Investment Agreement, with the equity holders of
certain companies in which MoemaPar holds equity interests and (iii) intend
to enter into one or more similar agreements with certain equity holders of
certain companies in which MoemaPar holds equity interests (such
agreements, collectively, the “Interested Shareholder Agreements,” and
such equity holders referred to in clauses (i), (ii) and (iii), together
with the shareholders of MoemaPar, collectively, the “Interested
Shareholders”) pursuant to which the Interested Shareholders will deliver
their equity interests in Moema Par and such other companies, as the case may
be, to one or more subsidiaries of Bunge Limited in exchange for Common Shares
(the “Interested Shareholder Shares”), and in connection with their
receipt of Interested Shareholder Shares, the Interested Shareholders will
enter into one or more agreements with Bunge Limited and one or more of its
subsidiaries on 


 

















 


terms and conditions
substantially similar to those contained in this Agreement (such agreements,
the “Interested Shareholder Registration Agreements”), which will
provide for the Common Shares to be held by the Interested Shareholders to be
registered to permit resales of their Common Shares on the terms and
conditions set forth herein and in the Interested Shareholder Registration
Agreements.


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements herein contained, and intending to be legally bound hereby, Bunge
Limited, Nova Ponte 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 Shareholder 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.


 


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“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.


 


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“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

  



 


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  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.


 


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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.


 


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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.


 


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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”).


 


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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 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


 


15

















 


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 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 


 


16

















 


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 party, effect any settlement of any
pending proceeding in respect of which any indemnified party 


 


17

















 


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$300,000.00 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 Day preceding the day the
relevant Release Notice is delivered to the Escrow Agent pursuant to 


 


18

















 


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.  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 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


 


22

















 


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.


 


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.


 


23

















 


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 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


 


24

















 


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:


 


	
  /s/ Silvio Torquato Junqueira

  	
   

  	
  /s/ Stella Diniz Junqueira

  
	
  Silvio Torquato Junqueira

  	
   

  	
  Stella Diniz Junqueira

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Vera Helena Junqueira Escorel

  	
   

  	
  /s/
  Álvaro Junqueira Franco

  
	
  Vera Helena Junqueira Escorel

  	
   

  	
  Álvaro Junqueira Franco

  



 


Witnesses:


 


	
  /s/
  Tamara Borges de Castro Ribeiro

  	
   

  	
  /s/
  Stephanie Manzi Lopes

  
	
  Name:
  Tamara Borges de Castro Ribeiro

  	
   

  	
  Name:
  Stephanie Manzi Lopes

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

  	
  RG
  43.573.936-0

  	
   

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

  	
  RG.
  34.395.585-4 SSP/SP

  
	
   

  	
  CPF.
  364.745.228-95

  	
   

  	
   

  	
  CPF.
  363.845.028-79

  



 

















 


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)(7) 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 8(a), you need not
respond to Question 8(b).


 


(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:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Print 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