IV.4 Lessee shall not, under any circumstances whatsoever and under penalty of a daily fineequivalent to one thirtieth (1/30) of rent value in force, modify the original structure of thepremises without the express written consent of lessor; such consent shall be obtainedthrough a formal written notice to lessor duly documented with the drawings, the ART [TechnicalResponsibility Notation], and a drawing of the intended modifications, so that lessor may freelygrant or deny authorization. The drawing of the permanent modifications shall be included in anexhibit, which shall be made an integral part hereof.IV.5. Any and all modifications and improvements to the premises, even if useful and necessary, andprovided that they have been accepted by lessor, shall be incorporated into the premises and lesseeshall not be allowed, at any time whatsoever, to claim or assert any lien, indemnification,damages, compensation or return.IV.6 Any modification that have not been incorporated into the premises, provided that lessee soauthorizes, shall be removed by lessee, that shall return the premises in the same conditions thatthey were originally delivered.IV.7 It will be incumbent upon lessee to make arrangements for the remodeling it may deem necessaryto adapt the premises to its commercial activities, it being agreed that the premises are deliveredas they are now, which are fully known by lessee, that accepts them with no restrictionswhatsoever.**V. – LEASE TERM AND CONDITION PRECEDENT**V.1. The lease term as agreed upon by the parties shall be sixty (60) months, commencing on April01, 2008, and ending on March 31, 2013. lessor shall grant lessee a forty five (45)- day graceperiod from the beginning of the lease. Payment shall be due from June 01, 2008 and the base datefor contractual adjustment shall be 04/01/2008. The first month of the lease shall be chargedproportionately.V.2. Lessee hereby undertakes to deliver the certificates listed below within thirty (30) days fromthe execution date of this agreement, under penalty of suspension of this lease agreement. If anyof such certificate does not attest to the non occurrence of the facts related thereto, then itshall be accompanied by the relevant clarifying statement:Affidavit of non-existence of protests issued by Protest Notary Offices of Barueri and São PauloAffidavit of non-existence of civil or summary proceedings issued by clerks of court of Barueri andSão PauloAffidavit of non-existence of tax debts issued by the Federal Revenue Service and the NationalInstitute of Social Security — INSSCertified copy of the Identity Card (RG) and the Individual Taxpayer’s Register (CPF), certificateof address and marriage certificate, if any, of the partnersCNPJ Card and certified copy of the Articles of Incorporation, as amended.**VI.  – PURPOSE AND USE OF PREMISES**VI.1. The leased premises shall be solely for commercial use and any other use shall be forbidden.
 
 

 
VI.2 All restrictions to the use of the premises, imposed by any law, especially the zoning law,regulations, conventions, internal rules, bylaws of the trading industry and other rules thatregulate the use of property, etc are fully known by lessee, that have examined thempreviously and agreed to their strict compliance, including those that may come to be subsequentlyimplemented and/or changed, and lessee shall not abandon the premises at any time or claimtermination of the lease due to the impossibility to use the premises due to any existing and/orestablished restrictions, except for public order reasons that may restrict the property right andprevent its use. In that case, the agreement shall be terminated and neither party shall be heldliable for termination.VI.3 Lessee shall not assign or lend the premises or transfer this agreement without lessor’s priorconsent.VI.4. Mere notice by public authorities shall not be a reason for lessee to abandon the premises orclaim termination of this agreement, unless a prior judicial inspection confirms the impossibilityto use the premises normally, in which case both parties shall be released from the payment offines. The impossibility of normal use shall not include the restrictions to use the premises that,as defined above, are fully known by lessee.VI.5. Lessor shall be entitled to visit or inspect the leased premises, whenever it deemsconvenient, whether personally or through authorized representatives, and lessee(s) shall receiveat least a 48-(forty-eight) hour notice.VI.6. Should lessor find, upon inspecting the premises, any malfunction or damage caused by theirregular and/or incorrect use of the premises or any modification made against the provisionshereof, therefore constituting a breach of contract, notwithstanding the applicable fine, lessormay demand that the lessee make the necessary repairs within ten (10) days or remove thework/modification at the lesssor’s cost, and immediately demand payment of the expenses incurred.**VII. – MONTHLY RENT AND LEASE CHARGES**VII.1. The sum agreed by the parties for the lease amounts to eleven thousand two hundred reais (R$11,200.00) per month.VII.2. All taxes, rates, electricity, water, maintenance costs, ordinary and extraordinaryexpenses, preservation, cleaning, administration, fire prevention and other charges and/or taxesinherent to the premises and derived from its use, shall be borne by lessee.VII.3. Water, electricity, gas and wastewater bills shall be delivered to lessor on a monthlybasis, through protocol or by fax, when they are not collected with the expenses.VII.4. The sum agreed by the parties for the lease shall be payable, upon issuance of a receipt,until the fifth (5th) day of each subsequent month, at the lessor’s office or whereverlessor may indicate in writing, or through wire upon notice of payment sent to lessee.VII.5. If lessee chooses to pay through the local bank network, lessee hereby authorizes lessor tosend the payment notice and to include therein the value relating to mailing and banking expenses.VII.6. From the last day of each month, lessor may also demand reimbursement by lessee of all thesums owed under this agreement, specifically those specified in “VI.2.” above, which value may beadded to the rent and paid together with it.
 
 

 
VII.7. The value of the monthly lease set forth herein shall be adjusted as frequently as the lawso authorizes through the accumulated application of the IGP-M [General Market Price Index]calculated by the FGV (Getúlio Vargas Foundation) for the preceding period or by any other indexthat may replace it.**VIII. – DEFAULT**VIII.1. Should lessee fail to pay the rent and other taxes in a timely manner, the amount owed(rent plus charges) shall be automatically increased by 10% (ten percent) and by twenty percent(20%) default interest if payment is obtained through court proceedings. Any type of moratoriumgranted to lessee by lessor shall not imply any modification to or novation of this Agreement, andtherefore the guarantors and co-obligors shall not be released from their duties in view of thebenefit granted to lessee.VIII.2. Should lessee or the co-obligors fail to pay the rent and other charges derived from thislease, the amount owed, added by default interest and other sums specified in the preceding item ,shall accrue interest of one (1) percent per month or the fraction thereof, and shall be adjustedaccording to monetary restatement pursuant to the same index used for the adjustment of leasevalue, on a pro rata daily basis. The interest and monetary restatement shall be applicable fromthe maturity date up to the effective payment, by any means, even through court proceedings andafter termination of this agreement.**IX. – CONTRACTUAL PENALTY**IX.1. If any of the parties breaches this agreement, it shall be subject to a contractual penaltyequal to 3 (three) months’ rent in force at the time of breach. Contractual penalty shall becharged through executive proceeding in accordance with the Brazilian Code of Civil Procedure.IX.2. If lessee terminates the lease agreement before the end of the contractual term, the penaltyshall be charged proportionately, as provided by the applicable law, unless lessee terminates theagreement by means of a sixty (60) days advance notice.IX.3. Any damage to the premises shall not be included in the fine set forth in item “VIII.1.”above, but shall be paid separately. Guarantors that are jointly liable, together with lessee, forall the obligations and covenants derived herefrom shall also be liable for any damage caused tothe premises.**X. –TERMINATION**X.1. This agreement shall be deemed terminated, for all purposes of law, regardless of anyformality, in the following cases: a.) expropriation of the leased premises by any publicauthority; b.) fire or collapse of the premises as a result of an act of God; c.) death,disappearance, bankruptcy, insolvency or change of address of the guarantors to another placedifferent from the address set herein, if within thirty days of the fact they are not replaced byother guarantees whose appropriateness is evidenced, lessee shall be subject to immediate evictiondue to breach of contract, and shall be liable for the payment of the penalty as provided for initem “IX.1.” above; d.) abandonment of the premises by lessee for any reason whatsoever, even ifunauthorized third parties remain in the premises.
 
 

 
X.2. In case of expropriation and/or fire of the leased premises, lessor and lessee shall bereleased from all duties established in this agreement. However, lessee shall be empowered toreceive from the expropriating authority or insurance company the relevant compensation and, whenfire has occurred, resume the lease following reconstruction, provided the lease is still in force.**XI. – RETURN OF THE PREMISES**XI.1. Upon termination of the lease, whether by expiration of the contractual term, or by judicialor extra-judicial termination, or any other form of termination of the contractual relationship,lessee shall return the leased premises in perfect conditions and fully repainted, and shallrestore possession to lessor that shall issue the relevant receipt in writing.XI.2. Should lessor, during inspection of the premises, find any modification, defect or damage tothe premises as a result of their irregular use and in breach of the provisions hereof, lessor mayrefrain from receiving possession until lessee returns the premises in perfect condition, and theduty to pay rent and other lease charges shall remain.XI.3. Should lessee abandon the premises for any reason whatsoever, lessor shall be entitled to theimmediate possession thereof, regardless of any court proceeding, particularly termination,repossession and/or eviction proceedings.**XII. – JURISDICTION AND APPLICABLE LAW**XII.1. Any dispute that may arise from this lease agreement shall be subject to the jurisdiction ofthe Courts sitting in the city where the premises are located, and the parties hereby expresslywaive any other jurisdiction, as privileged as it may be.XII.2. This agreement shall be governed by Federal Law 8245/91, the Civil Code and other relevantlegal provisions.
 
 

 
In witness whereof, the parties have executed this agreement in three (03) counterparts of equalcontent, each of which shall be deemed to be an original, in the presence of the undersignedwitnesses.   Santana de Parnaíba, April 01, 2008.     [signed] [signed]Lessee LessorMercadoLivre.com Ativ. de Internet Ltda  Stelleo Passos Tolda  Delegate Manager     [signed]  Witness 1  [illegible] Alves de Campos  30.243.952-3     [signed]  Witness 2  Tania Cristina de Barros  RG: 27.015.155-2 SSP/SP  CIC: 187.[illegible] 368/99