Exhibit 4.10


 


REGISTRATION RIGHTS AND CONDITIONS OF
TRANSFERS AGREEMENT, dated as of February 9, 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 Investor party hereto
(the “Investor”).


 


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


 


WHEREAS, pursuant to the Investment
Agreement, the Investor shall deliver to Nova Ponte all its shares of Usina Guariroba Ltda. and in exchange for such shares,
Nova Ponte shall deliver, on behalf of the Investor, 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 Investor shall not have been registered with
the U.S. Securities and Exchange Commission (the “Commission”);


 


WHEREAS, in order to induce the
Investor 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 Investor;


 


WHEREAS, Nova Ponte and Bunge Limited
acknowledge and understand that the Investor has 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 Investor 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 Investor acknowledges
and understands 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
of Bunge Limited (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 and the Investor hereby
agree as follows:


 


ARTICLE
I.  CERTAIN DEFINITIONS


 


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


 


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


 


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


 


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


 


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


 


“Closing Date” means the date of this
Agreement.


 


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


 


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


 


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


 


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


 


2

















 


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


 


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


 


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


 


“Registered
Securities” means the Bunge Limited Shares to be transferred to the
Investor pursuant to the terms of the Investment Agreement the resale of which
by the Investor 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 Investor 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 Investor and (y) the end
of the Restricted Period.


 


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


 


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


 


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


 


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


 


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


 


3

















 


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


 


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


 


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


 


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


 


	
  Term

  	
   

  	
  Section

  
	
   

  	
   

  	
   

  
	
  Action

  	
   

  	
  7.08

  
	
  Aggregate Trade Release
  Notice

  	
   

  	
  6.03(d)

  
	
  Aggregate Trade Shares

  	
   

  	
  6.03(d)

  
	
  Bunge Alimentos

  	
   

  	
  Recitals

  
	
  Bunge Limited

  	
   

  	
  Recitals

  
	
  Bunge Limited Shares

  	
   

  	
  Recitals

  
	
  Bunge Parties

  	
   

  	
  5.08(a)

  
	
  Commission

  	
   

  	
  Recitals

  
	
  Common Shares

  	
   

  	
  Recitals

  
	
  Counsel to Bunge
  Limited

  	
   

  	
  4.03(c)

  
	
  Counsel to the Investor

  	
   

  	
  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)

  
	
  Individual Free Trading
  Limit

  	
   

  	
  6.02

  



 


4

















 


	
  Term

  	
   

  	
  Section

  
	
   

  	
   

  	
   

  
	
  Interested Shareholder
  Agreements

  	
   

  	
  Recitals

  
	
  Interested Shareholder
  Free Trading Limit

  	
   

  	
  6.03(a)

  
	
  Interested Shareholder
  Registration Agreements

  	
   

  	
  Recitals

  
	
  Interested Shareholder
  Shares

  	
   

  	
  Recitals

  
	
  Interested Shareholders

  	
   

  	
  Recitals

  
	
  Interruption Event

  	
   

  	
  5.02(a)

  
	
  Investment Agreement

  	
   

  	
  Recitals

  
	
  Investor Information

  	
   

  	
  5.05(a)

  
	
  Investor Party

  	
   

  	
  5.08(a)

  
	
  Investor

  	
   

  	
  Recitals

  
	
  Legend Opinion

  	
   

  	
  4.02(c)

  
	
  Legend Removal
  Certificate

  	
   

  	
  4.02(c)

  
	
  Moema Par

  	
   

  	
  Recitals

  
	
  Nova Ponte

  	
   

  	
  Recitals

  
	
  NYSE

  	
   

  	
  Recitals

  
	
  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 Investor, constitutes
a legal, valid and binding obligation of each of Bunge Limited and Nova Ponte,
enforceable against each of Bunge Limited and Nova Ponte in accordance with its
terms, except to the extent that its enforceability may be subject to
applicable bankruptcy, insolvency, reorganization, moratorium and similar laws
affecting the enforcement of creditors’ rights generally and by general
equitable principles.


 


5

















 


Section 2.02                             No Conflict; Required Filings and Consents. 
The execution and delivery of this Agreement by Bunge Limited and Nova
Ponte does not, and the performance of this Agreement by Bunge Limited and Nova
Ponte will not, (i) conflict with or violate the memorandum of
association, certificate of incorporation, bye-laws or bylaws, each as amended
to date, of either Bunge Limited or Nova Ponte, (ii) except for the
requirements and approvals referring to competition and antitrust laws and the
requirements and approvals from the Brazilian Electricity Regulatory Agency,
require any approval from any governmental entity or (iii) conflict with
or violate any United States or Brazilian statute, law, ordinance, regulation,
rule, code, writ, executive order, injunction, judgment, decree or other order
applicable to Bunge Limited or Nova Ponte or by which any property or asset of
either of them is bound or affected, 
except, with respect to clause (iii) above, for any such conflicts,
violations, breaches, defaults or other occurrences that would not have a
material adverse effect on (A) assuming the representations and warranties
of the Investor 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 Investor are of the same class as
the Common Shares that are listed for trading on the NYSE.


 


ARTICLE III.
REPRESENTATIONS OF THE INVESTOR


 


The Investor represents and warrants to Bunge Limited
and Nova Ponte as follows:


 


Section 3.01                             Authority Relative to this Agreement. The 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 the Investor and the consummation by the 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 the Investor and, assuming due
authorization, execution and delivery by Bunge Limited and Nova Ponte,
constitutes a legal, valid and binding obligation of the Investor, enforceable
against the Investor in accordance with its terms, except to the extent that
its enforceability may be subject to applicable bankruptcy, insolvency,
reorganization, moratorium and similar laws affecting the enforcement of
creditors’ rights generally and by general equitable principles.


 


6

















 


Section 3.02                             No Conflict; Required Filings and Consents. 
The execution and delivery of this Agreement by the Investor does not,
and the performance of this Agreement by the Investor will not, (i) conflict
with or violate any agreement to which the Investor is a party, or to which the
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 the Investor or by which any property or asset of the Investor is
bound or affected, except, with respect to clauses (i) and (ii) above,
for any the conflicts, violations, breaches, defaults or other occurrences that
would not have a material adverse effect on the ability of the Investor to
perform its obligations under this Agreement.


 


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


 


Section 3.04                             Investor Understanding of Purpose. 
The Investor acknowledges and understands 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
Investor set forth in this Agreement and (iii) the Investor 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 Investor represents and warrants that the
Investor has accepted the Bunge Limited Shares solely for the purpose of
investment and not with a view to, or for offer or sale in connection with, any
distribution thereof in violation of U.S. federal securities laws and will only
transfer the Bunge Limited Shares in compliance with the Securities Act and
Applicable Securities Laws and in accordance with the terms and conditions of
this Agreement.


 


ARTICLE
IV.  TRANSFERS AND LEGENDS


 


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


 


7

















 


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


 


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


 


(b)                                 The Investor consents 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 Investor, 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
the Investor shall be required to (i) provide any certificates as the Transfer Agent may require from the 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 Investor) (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 the Investor, in connection with the delivery of any Legend Opinion, elects to have Proskauer Rose LLP or another counsel to
the Investor, which shall be a nationally recognized United States law firm
with expertise in securities law matters (any such counsel, “Counsel to the
Investor”), 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 and the Escrow Agent, stating that the Transfer Agent
may rely on such Legend Opinion of Counsel to the Investor, in connection with
the removal of the legend described in Section 4.02(a) and such other
directions or authorizations that are required by the Transfer Agent or
Applicable Securities Laws to be delivered by Bunge Limited (together, the “Reliance
Letter and Directions”).


 


8

















 


Section 4.03                             Private Placement. 
Bunge Limited shall not, nor shall Bunge Limited permit any Affiliate
to, sell, offer for sale or solicit offers to buy or otherwise solicit offers
to buy or otherwise negotiate in respect of any security (as defined in the
Securities Act) under circumstances that would require the registration under
the Securities Act of the issuance of the Bunge Limited Shares to the Investor
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 Investor 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 Investor; 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. The Registrable
Securities of the Investor shall be included in the Registration Statement only
if the Investor has provided the Investor Information in accordance with Section 5.05.


 


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 Investor until the earlier of (i) the end of
the Restricted Period; and (ii) that date that the Investor 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 Investor, to suspend, on one or more instances, sales of Registrable Securities by the Investor 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 Investor does 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 Investor
provides 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 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 the 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 the
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 the 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 the 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 the Investor multiplied by the Weighted Average Price of the
Common Shares on the first day of such Default, (D) in the case 


 


10

















 


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 the
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 the 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 the 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 reduced to 10.0% of the product of the number of Registrable Securities held
by the 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 the 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 Investor 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 Investor 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 Investor 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 and paid in U.S. dollars on
the relevant payment date  in immediately available funds by wire transfer to an
account specified by the 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.


 


11

















 


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 Investor for sales
by the Investor 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 the 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 the 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 Investor 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 Investor (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 Investor 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;


 


(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);


 


12














 


(h)           during
the Effectiveness Period, give prompt written notice to the Investor 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 Investor, 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 Investor 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 Investor 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 Investor, if the Investor still holds
Registrable Securities, upon the request by the Investor, 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 


 


13

















 


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 the 
Investor pursuant to Section 5.01 and 5.03 that the Investor shall
have furnished to Bunge Limited the information set forth in Exhibit 5.05
hereof (the “Investor Information”). 
The
Investor agrees that, upon receipt by the Escrow Agent and the 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 Investor acknowledges
and agrees 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 Investor acknowledges
and understands that Bunge Limited or one or more of its subsidiaries,
including Bunge Alimentos or Nova Ponte, may have entered
into and may enter
into one or more Interested Shareholder Agreements and one or more Interested
Shareholder Registration Agreements.  The
Investor further acknowledges and understands 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 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 Investor 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


 


14

















 


by the Investor, (v) documented
fees (not in excess of US$2,000 for each Legend Opinion) and reasonable and
documented expenses of Counsel to the Investor hired by the Investor 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 Investor 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 Investor. 
The 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 the 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 Investor,
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 Investor 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 Investor (which, for the purposes
of this Section, will be referred to as the “Investor Party”), 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 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 the Investor pursuant
to Section 5.05.  In no event shall
the liability of the Investor Party pursuant to this Section 5.08(a) be
greater in amount than the net proceeds received by the


 


15

















 


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 Party 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 Party
promptly upon demand for any legal fees or other expenses reasonably incurred
by the Investor Party 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 the 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  the Investor Party 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 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
Investor from the Transfer of Registrable Securities on the other.


 


16

















 


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 Investor, 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 Investor.


 


(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 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 Investor 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 


 


17

















 


the Investor, 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 the Investor, and Nova
Ponte and Bunge Limited shall have no other obligations to the Investor under
Sections 5.01, 5.02, 5.03, 5.04, 5.06 and 5.08 of this Agreement, if the
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.  The Investor agrees to keep any notices
received pursuant to this Agreement, together with any confidential information
received in connection therewith, confidential, and the 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
Investor shall not Transfer any of its 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 Investor, other than
those imposed by Applicable Securities Laws.


 


Section 6.02          Individual
Free Trading Limit. The Investor may Transfer, in one
or more transactions, up to US$ 700,000.00 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 (“Individual 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 Investor of Bunge Limited Shares
above the Individual Free Trading Limit 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 Individual Free
Trading Limit pursuant to Section 6.02 (which shall not be included in
calculating the Daily Restricted Trading Limit), the Investor 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 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 Investor’s Individual Free Trading Limit
(the “Interested 


 


18

















 


Shareholder Free Trading Limit”) shall be excluded for purposes of
determining the Daily Restricted Trading Limit.


 


(b)           Bunge Limited’s Right of First Offer. 
The Investor shall be required to offer to Nova Ponte any Bunge Limited
Shares proposed to be Transferred by the 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
Individual 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 Investor further agrees
to modify or amend such Escrow Agreement from time to time to include the
Interested Shareholders as  parties
thereto as contemplated by this Agreement; provided that
the Investor 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 Individual Free Trading Limit. The Investor intending to Transfer
Bunge Limited Shares within the Individual Free Trading Limit shall notify in
writing the Escrow Agent of the 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 Investor to settle the pending Transfer.  In the event the Escrow Agent releases such
Bunge Limited Shares to the Investor and the 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, the
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 the Investor intends to again Transfer such Bunge Limited
Shares.


 


ii.             Transfers Above the Individual Free Trading Limit. In case the Investor intends to
Transfer any Bunge Limited Shares above the Individual Free Trading Limit , the
Investor shall notify in writing the Escrow Agent and Bunge Limited of the
Investor’s intention to do so (“Aggregate 
Trade Release Notice” and, together with a Free Trade Release
Notice, each a “Release Notice”). 
The 


 


19

















 


Aggregate Trade
Release Notice must specify the number of Bunge Limited Shares the Investor
wants to Transfer above the Individual 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 the Investor and the requesting 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 the Investor
and Interested Shareholders on such NYSE Trading Day (other than Transfers by
the Investor of Bunge Limited Shares pursuant to Individual 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 the 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 the 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 Investor,
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 Investor to complete a Transfer.


 


iv.            Return of Aggregate Trade Shares. If the Investor does not enter into an
agreement to Transfer the released Aggregate Trade Shares within one (1) NYSE
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),
the 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 the Investor again intends to
Transfer such Bunge Limited Shares.


 


20






 










 


(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 Investor
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 the 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) the 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 
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 the 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 the Investor, in which event the provisions of this Section 6.03(e) shall
no longer apply to the 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 Investor,
an amount in cash equal to the sum of (i)(A) if the Investor has not sold
the Aggregate Trade Shares, the Exercise Price, or (B) if the 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 Investor shall deliver the Aggregate Trade
Shares to Nova Ponte or its designee as soon as reasonably 


 


21

















 


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 Investor 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 Investor pursuant to Section 6.03(d)(ii) above.  The Investor 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 Investor to any of its heirs or Affiliates which
are controlled, directly or indirectly by the Investor (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 Investor shall agree, in form and substance reasonably
satisfactory to Bunge, to be jointly liable with the 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 Investor, the
Investor causes such transferee to (prior to such event) Transfer the
transferred Bunge Limited Shares back to the 
Investor.


 


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 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


 


22

















 


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.


 


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


 


23

















 


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 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 Investor will
take such actions and execute


 


24

















 


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
Investor 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
Investor’s brokers, the rules and regulations of the NYSE and market
practice.


 


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


 


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

  	
   

  	
   

  
					



 

















 


Investor:


 


TOMBETTE LIMITED


 


 


	
  By:

  	
   /s/ David Victor Makin

  	
   

  	
   

  
	
  Name:
  

  	
  David Victor Makin

  	
   

  	
   

  
	
  Title:   

  	
  Attorney
  in Fact

  	
   

  	
   

  
					



 


 


	
  By:

  	
   /s/ Robert Gray Birch

  	
   

  	
   

  
	
  Name:
  

  	
  Robert Gray Birch

  	
   

  	
   

  
	
  Title:   

  	
  Attorney
  in Fact

  	
   

  	
   

  
					



 


Witnesses:


 


	
  /s/
  Emilio Pescariolu Gallucci

  	
   

  	
  /s/
  Patrick Chaves Biauc

  
	
  Name:
  Emilio Pescariolu Gallucci

  	
   

  	
  Name:
  Patrick Chaves Biauc

  
	
  C.P.F./M.F.:
  361.852.298-38

  	
   

  	
  C.P.F./M.F.:
  351.110.778-47

  



 

















 


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.


 


 


	
   

  	
  TOMBETTE LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
  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 to 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.


 

















 


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


 


2

















 


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.


 


3

















 


Exhibit 5.05


 


INVESTOR INFORMATION


 


BUNGE LIMITED


 


REGISTRATION STATEMENT QUESTIONNAIRE


 


In accordance with the Registration Rights and Conditions of
Transfers Agreement, (the “Agreement”),
dated February 9, 2010, among Bunge Limited, Agroindustrial Nova Ponte
Ltda. and Tombette Limited, as the investor 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:                                                


 


4

















 


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 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.


 


5

















 


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

  



 


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.


 


6

















 


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 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

  
	
   

  	
  Email:
  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 the Investor, the Common Shares
held by the Investor or the sale and offer of the Common Shares by the
Investor, and of the omission of any material


 


7

















 


fact necessary to make
the statements contained therein regarding the Investor, the Common Shares held
by the Investor or the sale and offer of the Common Shares by the Investor not
misleading.


 


	
  Dated: 

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Print Name

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature

  



 


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 


 


8

















 


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 the Investor, the Common Shares held
by the Investor or the sale and offer of the Common Shares by the Investor, and
of the omission of any material fact necessary to make the statements contained
therein regarding the Investor, the Common Shares held by the Investor or the
sale and offer of the Common Shares by the Investor not misleading.


 


	
  Dated: 

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Print Name

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature

  



 


9