Exhibit 10.2


 


GP INVESTMENTS ACQUISITION CORP. II

300 Park Avenue, 2nd Floor

New York, New York 10022

United States of America


 


 


November 29, 2020


 


GPIAC II, LLC

300 Park Avenue, 2nd Floor

New York, New York 10022

United States of America


 


RE:     Securities
Subscription Agreement


 


Ladies and Gentlemen:


 


GP Investments Acquisition Corp. II, a
Cayman Islands exempted company (the “Company”), is pleased to accept the offer GPIAC II, LLC, a Cayman Islands
limited liability company (the “Subscriber” or “you”), has made to subscribe for 11,500,000
Class B ordinary shares (the “Shares”), U.S.$0.0001 par value per share, of the Company (the “Class B
Shares”), up to 1,500,000 of which are subject to forfeiture by you if the underwriters of the Company’s initial
public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment
Option”). For the purposes of this agreement (this “Agreement”), references to “Ordinary
Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, U.S.$0.0001
par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares
will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless the context otherwise
requires, as used herein “Shares” shall be deemed to include any Class A Shares issued upon conversion
of the Class B Shares comprising the Shares. The terms on which the Company is willing to issue the Shares to the Subscriber,
and the Company and the Subscriber’s agreements regarding such Shares, are as follows:


 


1.            Subscription
of Shares.


 


For the sum of U.S.$25,000, which the Company
acknowledges receiving in cash, the Company hereby issues the Shares to the Subscriber, and the Subscriber hereby subscribes for
the Shares from the Company, subject to forfeiture, on the terms and subject to the conditions set forth in this Agreement. Concurrently
with the Subscriber’s execution of this Agreement, the Company shall register the Shares in the name of the Subscriber on
the register of members of the Company. All references in this Agreement to Shares being forfeited shall take effect as surrenders
for no consideration of such shares as a matter of Cayman Islands law.


 






    


     


    

 


2.            Representations,
Warranties and Agreements.


 


2.1            Subscriber’s
Representations, Warranties and Agreements. To induce the Company to issue the Shares to the Subscriber, the Subscriber hereby
represents and warrants to the Company and agrees with the Company as follows:


 


2.1.1            No
Government Recommendation or Approval. The Subscriber understands that no federal or state agency has passed upon or made
any recommendation or endorsement of the offering of the Shares.


 


2.1.2            No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) the limited liability company agreement
of the Subscriber, (ii) any agreement, indenture or instrument to which the Subscriber is a party or (iii) any law,
statute, rule or regulation to which the Subscriber is subject, or any agreement, order, judgment or decree to which the
Subscriber is subject.


 


2.1.3            Formation,
Registration and Authority. The Subscriber is a Cayman Islands limited liability company formed and registered, validly existing
and in good standing under the laws of the Cayman Islands and possesses all requisite power and authority necessary to carry out
the transactions contemplated by this Agreement. Upon execution and delivery by you, this Agreement is a legal, valid and binding
agreement of the Subscriber, enforceable against the Subscriber in accordance with its terms, except as such enforceability may
be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’
rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law
or in equity).


 


2.1.4            Experience,
Financial Capability and Suitability. The Subscriber is: (i) sophisticated in financial matters and is able to evaluate
the risks and benefits of the investment in the Shares and (ii) able to bear the economic risk of its investment in the Shares
for an indefinite period of time because the Shares have not been registered under the Securities Act (as defined below) and therefore
cannot be sold unless such transaction is registered under the Securities Act or an exemption from such registration is available.
The Subscriber is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect
its own interests. The Subscriber must bear the economic risk of this investment until the Shares are sold pursuant to: (i) an
effective registration statement under the Securities Act or (ii) an exemption from registration available with respect to
such sale. The Subscriber is able to bear the economic risks of an investment in the Shares and to afford a complete loss of the
Subscriber’s investment in the Shares.


 


2.1.5            Access
to Information; Independent Investigation. Prior to the execution of this Agreement, the Subscriber has had the opportunity
to ask questions of and receive answers from representatives of the Company concerning an investment in the Company, as well as
the finances, operations, business and prospects of the Company, and the opportunity to obtain additional information to verify
the accuracy of all information so obtained. In determining whether to make this investment, the Subscriber has relied solely
on the Subscriber’s own knowledge and understanding of the Company and its business based upon the Subscriber’s own
due diligence investigation and the information furnished pursuant to this paragraph. The Subscriber understands that no person
has been authorized to give any information or to make any representations which were not furnished pursuant to this Section 2
and the Subscriber has not relied on any other representations or information in making its investment decision, whether written
or oral, relating to the Company, its operations and/or its prospects.


 






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2.1.6            Private
Placement. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of
Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges the sale
contemplated hereby is being made in reliance on a private placement exemption applicable to “accredited investors”
within the meaning of Rule 501(a) of Regulation D under the Securities Act or similar exemptions under state law.


 


2.1.7            Investment
Purposes. The Subscriber is purchasing and subscribing for the Shares solely for investment purposes, for the Subscriber’s
own account and not for the account or benefit of any other person, and not with a view towards the distribution or dissemination
thereof. The Subscriber did not decide to enter into this Agreement as a result of any general solicitation or general advertising
within the meaning of Rule 502 of Regulation D under the Securities Act.


 


2.1.8            Restrictions
on Transfer; Shell Company. The Subscriber understands the Shares are being offered in a transaction not involving a public
offering within the meaning of the Securities Act. The Subscriber understands the Shares will be “restricted securities”
within the meaning of Rule 144(a)(3) under the Securities Act and the Subscriber understands that any certificates or
book-entries representing the Shares will contain a legend in respect of such restrictions. If in the future the Subscriber decides
to offer, resell, pledge or otherwise transfer the Shares, such Shares may be offered, resold, pledged or otherwise transferred
only pursuant to: (i) registration under the Securities Act or (ii) an available exemption from registration. The Subscriber
agrees that if any transfer of its Shares or any interest therein is proposed to be made, as a condition precedent to any such
transfer, the Subscriber may, at the Company’s option, be required to deliver to the Company an opinion of counsel satisfactory
to the Company. Absent registration or an exemption, the Subscriber agrees not to resell the Shares. The Subscriber further acknowledges
that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Shares
until at least one year following consummation of the initial business combination of the Company (which may not occur), despite
technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.


 


2.1.9            No
Governmental Consents. No governmental, administrative or other third party consents or approvals are required, necessary
or appropriate on the part of the Subscriber in connection with the transactions contemplated by this Agreement.


 






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2.2            Company’s
Representations, Warranties and Agreements. To induce the Subscriber to purchase the Shares, the Company hereby represents
and warrants to the Subscriber and agrees with the Subscriber as follows:


 


2.2.1            Incorporation
and Corporate Power. The Company is a Cayman Islands exempted company and is qualified to do business in every jurisdiction
in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition,
operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry
out the transactions contemplated by this Agreement.


 


2.2.2            No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) the Company’s Memorandum and Articles
of Association, as amended to the date hereof (the “Memorandum and Articles”), (ii) any agreement, indenture
or instrument to which the Company is a party or (iii) any law, statute, rule or regulation to which the Company is
subject, or any agreement, order, judgment or decree to which the Company is subject.


 


2.2.3            Title
to Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Memorandum and Articles, and
registration in the register of members of the Company, the Shares will be duly and validly issued as fully paid and non-assessable.
Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Memorandum and Articles, the Subscriber will
have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer
restrictions hereunder and under the other agreements to which the Shares may be subject, (b) transfer restrictions under
federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.


 


2.2.4            No
Adverse Actions. There are no actions, suits, investigations or proceedings pending, threatened against or affecting the Company
which (i) seek to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this
Agreement or (ii) question the validity or legality of any transactions or seeks to recover damages or to obtain other relief
in connection with any transactions.


 


2.2.5            Authorization.
The Class A Shares issuable upon conversion of the Class B Shares have been hereby duly authorized and reserved for
issuance upon such conversion.


 


3.            Forfeiture
of Shares.


 


3.1           Partial
or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO
is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares)
shall forfeit at the time such Over-allotment Option expires (or earlier if the underwriters of the IPO waive their ability to
exercise such Over-allotment Option) any and all rights to such number of Shares (up to an aggregate of 1,500,000 Shares and pro
rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the number
of Shares will equal 20% of the issued and outstanding Ordinary Shares immediately following the IPO (in each case, not including
Class A Shares issuable upon exercise of any warrants). Such forfeiture shall take effect as a surrender for no consideration
as a matter of Cayman Islands law, and shall occur upon the expiration of the Over-allotment Option.


 






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3.2           Termination
of Rights as Shareholder. If any of the Shares are forfeited in accordance with this Section 3, then after such time
the Subscriber (or successor in interest), shall no longer have any rights as a holder of such forfeited Shares, and the Company
shall take such action as is appropriate to cancel such forfeited Shares.


 


4.            Waiver
of Liquidation Distributions; Redemption Rights. In connection with the Shares purchased and subscribed for pursuant to this
Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions by
the Company from the trust account which will be established for the benefit of the Company’s public shareholders and into
which substantially all of the proceeds of the IPO will be deposited (the “Trust Account”), in the event of
a liquidation of the Company upon the Company’s failure to timely complete an initial business combination. For purposes
of clarity, in the event the Subscriber purchases securities in the IPO or in the aftermarket, any Class A Shares so purchased
and subscribed for shall be eligible to receive any liquidating distributions by the Company. However, in no event will the Subscriber
have the right to redeem any shares of Ordinary Shares held by it into funds held in the Trust Account upon the successful completion
of an initial business combination.


 


5.            Restrictions
on Transfer.


 


5.1            Securities
Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider
Letter”) dated on or prior to the closing of the IPO by and among the Subscriber, the Company and the other parties
thereto, the Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares
unless, prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state
securities laws with respect to the Shares proposed to be transferred shall then be effective or (b) the Company has received,
if requested by the Company, an opinion from counsel reasonably satisfactory to the Company, that such registration is not required
because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities
and Exchange Commission thereunder and with all applicable state securities laws.


 


5.2            Lock-up.
The Subscriber acknowledges that the Shares will be subject to lock-up provisions (the “Lock-up”) contained
in the Insider Letter. Pursuant to the Insider Letter, the Subscriber will agree (subject to certain customary exceptions) not
to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares until the earlier to occur of: (a) one
year after the completion of the Company’s initial business combination, (b) if the last sale price of the Class A
Shares equals or exceeds U.S.$12.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least
150 days after the Company’s initial business combination and (c) the date on which the Company consummates a liquidation,
merger, share exchange, reorganization or other similar transaction after the Company’s initial business combination that
results in all of the Company’s shareholders having the right to exchange their Shares for cash, securities or other property.


 






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5.3            Restrictive
Legends. Any certificates representing the Shares shall have endorsed thereon legends substantially as follows:


 


“THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER
THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS
WHICH, IN THE OPINION OF COUNSEL (IF THE COMPANY SO REQUESTS), IS AVAILABLE.”


 


“THE SECURITIES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM
OF THE LOCKUP.”


 


5.4            Additional
Shares or Substituted Securities. In the event of the declaration of a share capitalization, the declaration of an extraordinary
dividend payable in a form other than Ordinary Shares, a spin-off, a share sub-division, an adjustment in conversion ratio, a
recapitalization or a similar transaction affecting the Company’s outstanding Ordinary Shares without receipt of consideration,
any new, substituted or additional securities or other property which are by reason of such transaction distributed with respect
to any Shares subject to this Section 5 or into which such Shares thereby become convertible shall immediately be subject
to this Section 5 and Section 3. Appropriate adjustments to reflect the distribution of such securities or property
shall be made to the number and/or class of Ordinary Shares subject to this Section 5 and Section 3.


 


5.5            Registration
Rights. The Subscriber acknowledges that the Shares are being purchased and subscribed for pursuant to an exemption from the
registration requirements of the Securities Act and will become freely tradable only after certain conditions are met or they
are registered pursuant to a registration rights agreement to be entered into with the Company prior to the closing of the IPO
(the “Registration Rights Agreement”).


 


6.            Other
Agreements.


 


6.1            Further
Assurances. The Subscriber agrees to execute such further instruments and to take such further action as may reasonably be
necessary to carry out the intent of this Agreement.


 


6.2            Notices.
All notices, statements or other documents which are required or contemplated by this Agreement shall be in writing and delivered
(i) personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic
transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or
such other address or fax number as may be designated in writing by such party, or (iii) by electronic mail, to the electronic
mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such
party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered
personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one
(1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.


 






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6.3            Entire
Agreement. This Agreement, together with that certain Insider Letter to be entered into between the Subscriber and the Company
and the Registration Rights Agreement, each substantially in the form to be filed as an exhibit to the Registration Statement
on Form S-1 associated with the Company’s IPO, embodies the entire agreement and understanding between the Subscriber
and the Company with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings
relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly
set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of this
Agreement.


 


6.4            Modifications
and Amendments. The terms and provisions of this Agreement may be modified or amended only by written agreement executed by
all parties hereto.


 


6.5            Waivers
and Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only
by written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall
be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether
or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it
was given, and shall not constitute a continuing waiver or consent.


 


6.6            Assignment.
The rights and obligations under this Agreement may not be assigned by either party hereto without the prior written consent of
the other party.


 


6.7            Benefit.
All statements, representations, warranties, covenants and agreements in this Agreement shall be binding on the parties hereto
and shall inure to the benefit of the respective successors and permitted assigns of each party hereto. Nothing in this Agreement
shall be construed to create any rights or obligations except among the parties hereto, and no person or entity shall be regarded
as a third-party beneficiary of this Agreement.


 


6.8            Governing
Law. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed
by the laws of New York applicable to contracts wholly performed within the borders of such state.


 


6.9            Severability.
In the event that any court of competent jurisdiction shall determine that any provision, or any portion thereof, contained in
this Agreement shall be unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the extent
that such court deems it reasonable and enforceable, and as so limited shall remain in full force and effect. In the event that
such court shall deem any such provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement
shall nevertheless remain in full force and effect.


 






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6.10         No
Waiver of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy under
this Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy
of such party. No single or partial exercise of any right, power or remedy under this Agreement by a party hereto, nor any abandonment
or discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any other or further exercise
thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy by a party hereto shall not
constitute a waiver of the right of such party to pursue other available remedies. No notice to or demand on a party not expressly
required under this Agreement shall entitle the party receiving such notice or demand to any other or further notice or demand
in similar or other circumstances or constitute a waiver of the rights of the party giving such notice or demand to any other
or further action in any circumstances without such notice or demand.


 


6.11         Survival
of Representations and Warranties. All representations and warranties made by the parties hereto in this Agreement or in any
other agreement, certificate or instrument provided for or contemplated hereby, shall survive the execution and delivery hereof
and any investigations made by or on behalf of the parties.


 


6.12         No
Broker or Finder. Each of the parties hereto represents and warrants to the other that no broker, finder or other financial
consultant has acted on its behalf in connection with this Agreement or the transactions contemplated hereby in such a way as
to create any liability on the other. Each of the parties hereto agrees to indemnify and save the other harmless from any claim
or demand for commission or other compensation by any broker, finder, financial consultant or similar agent claiming to have been
employed by or on behalf of such party and to bear the cost of legal expenses incurred in defending against any such claim.


 


6.13         Headings
and Captions. The headings and captions of the various subdivisions of this Agreement are for convenience of reference only
and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.


 


6.14         Counterparts.
This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being
understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or any other form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or
on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.


 


6.15         Construction.
The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of
intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption
or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement.
The words “include,” “includes,” and “including” will be deemed to be followed by “without
limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words
in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words
 “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words
of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties
hereto intend that each representation, warranty, and covenant contained herein will have independent significance. If any party
hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another
representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which
such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in breach of the first
representation, warranty, or covenant.


 






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6.16         Mutual
Drafting. This Agreement is the joint product of the Subscriber and the Company and each provision hereof has been subject
to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 


6.17         Surrender
of Class B Ordinary Share. Upon the issuance of the Shares, the Subscriber hereby surrenders to the Company for cancellation
and for nil consideration one Class B ordinary share of the Company of a par value U.S.$0.0001 standing in its name in the
register of members of the Company.


 


7.            Voting
and Tender of Shares. The Subscriber agrees to vote the Shares in favor of an initial business combination that the Company
negotiates and submits for approval to the Company’s shareholders and shall not seek redemption or repurchase with respect
to any of the Shares in connection with an initial business combination or any amendment to the Company’s Memorandum and
Articles of Association, as amended, prior to an initial business combination. Additionally, the Subscriber agrees not to tender
any Shares in connection with a tender offer presented to the Company’s shareholders in connection with an initial business
combination negotiated by the Company.


 


8.            Indemnification.
Each party shall indemnify the other against any loss, cost or damages (including reasonable attorney’s fees and expenses)
incurred as a result of such party’s breach of any representation, warranty, covenant or agreement in this Agreement.


 


[Signature Page Follows]


 






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If the foregoing accurately sets forth
our understanding and agreement, please sign the enclosed copy of this Agreement and return it to us.


 


 


	 	Very truly yours,
	 	 
	 	 
	 	GP INVESTMENTS ACQUISITION CORP. II
	 	 	 
	 	 	 
	 	By:	/s/ Antonio Bonchristiano
	 	 	Name: Antonio Bonchristiano
	 	 	Title: Director
	 	 	 
	 	 	 
	 	By:	/s/ Rodrigo Boscolo
	 	 	Name: Rodrigo Boscolo
	 	 	Title: Director


 


[Signature Page to Securities
Subscription Agreement]


 






    


     


    

 


	GPIAC II, LLC	 
	 	 	 
	 	 	 
	By:	/s/ Antonio Bonchristiano	 
	 	Name: Antonio Bonchristiano	 
	 	Title: Director	 
	 	 	 
	 	 	 
	By:	/s/ Rodrigo Boscolo	 
	 	Name: Rodrigo Boscolo	 
	 	Title: Director	 


 


[Signature Page to Securities
Subscription Agreement]