Exhibit 10.19






Exhibit 10.19




COMMERCIAL PROPERTY LEASE AGREEMENT




By this lease agreement, the undersigned parties, on one side




1. VERBO EMPREENDIMENTOS E PARTICIPAÇÕES LTDA., company with its principal place of
business at Rua Gomes de Carvalho 1.306, 10o andar, CJ. 102 – Sala 01, Vila Olímpia, São
Paulo, enrolled in the General Taxpayers’ Register under CNPJ No 54.626.890/0001-70, exempt from
State Enrollment, herein represented by its partner MARLI DAVID GUSMÃO DOS SANTOS,
Brazilian, businesswoman, bearer of identification card RG No 3.990.595 SSP/SP, enrolled in the
Individual Taxpayers’ Register under CPF No 917.582.898-72, resident and domiciled in this capital
city, hereinafter referred to as LESSOR




and on the other side




2. MERCADOLIVRE.COM ATIVIDADES DE INTERNET LTDA., a company with its principal place of business at
Rua Arandú 281 — 9o andar, São Paulo- SP, enrolled in the General Taxpayers’ Register under CNPJ
No 03.361.252/0001-34, herein represented by its legally constituted Manager STELLEO PASSOS TOLDA,
bearer of identification card RG No 7.575.578-5 SSP/SP, enrolled in the Individual Taxpayers’
Register under CPF/MF No 028.676.707-48, hereinafter referred to as LESSEE;




have agreed as follows:




Clause One: LESSOR is the owner of units numbers 71 and 72 in Edifício Business Center – 7o andar
located at Rua Gomes de Carvalho 1.306, Vila Olímpia, São Paulo, 28th Sub-District,
Jardim Paulista, with a private area of 598.32 square meters and eighteen (18) parking spaces
perfectly described and specified in registrations numbers 129.367 and 129.368 with the Real Estate
Registration Office of São Paulo.




Clause Two: By this instrument and for all purposes of law, LESSOR hereby leases to LESSEE, for
exclusively commercial purposes, the premises mentioned in the preceding clause, for twenty four
(24) months. The lease term shall commence on December 1st, 2009 and shall terminate on
November 30, 2011.




Clause Three: The monthly lease amount is twenty two thousand and five hundred reais (R$
22,500.00).




Paragraph One: This agreement is entered into under the legislation, still in force, that
implemented the economic changes resulting from the “Plano Real”, that forbids monetary restatement
to be applied with a time interval of less than one year. However, it is hereby established that if
such legislation is changed at any time during the effectiveness of this agreement so as to permit
monetary restatement to be applied on leases, then the lease amount hereby agreed upon shall be
subject to monetary restatement with a smallest time interval permitted by the new legislation,
according to the legally established index. The lease shall be adjusted according to the variation
of the IGPM/FGV. In case such index is extinct, the lease shall be adjusted by any index that may
replace it.



 


 









 








Clause Four: The lease and any other lease charges due by LESSEE under this agreement shall be paid
monthly in arrears and will be due on the first (1st) day of each month upon
presentation of a “Lease Payment Slip” issued by LESSOR; if LESSEE does not receive such Lease
Payment Slip up to the due date, then it shall request it via telephone: (11) 3045-5541, extension:
105.




Clause Five: Non-payment of the lease and other charges on the date and under the provisions
established on the preceding clause, shall subject lessee to a twenty percent (20%) penalty on the
overdue amount, plus monetary restatement. Such penalty and monetary restatement shall be
applicable from the maturity date up the effective payment; if payment is delayed for more than
thirty (30) days, a one percent (1%) interest per month shall be charged, without prejudice of
contractual termination and any other legal sanctions. If a judicial suit is filed, LESSEE shall
bear, in addition to interest, monetary restatement and penalty, lawyer’s fees at 20% of the total
amount due.




Clause Six: LESSEE shall bear any expenses related to the consumption of water, electricity, gas,
Municipal Real Estate Tax – IPTU, garbage and condominium tax, and the respective increases
thereon.




Sole Paragraph: LESSEE hereby undertakes to present to LESSOR, upon termination of the lease,
supporting documents evidencing the payment of water, electricity, gas, Municipal Real Estate Tax –
IPTU, garbage and condominium tax bills and other charges.




Clause Seven: Any taxes, municipal real estate taxes that are levied or come to be levied on the
leased premises and on the public road where it is located shall be solely borne by LESSEE.




Clause Eight: Except for those works that affect the security of the building, LESSEE hereby
undertakes to maintain the leased premises in good conditions of hygiene and cleaning and the
bathroom and lighting fixtures, stove, wallpapers paint, window glasses, marbles, locks, taps, wash
basins, bathrooms, drains, and other appliances in perfect state of conservation and operation, so
as to return the premises upon termination or rescission of this agreement, with no right to claim
any lien on or damages for any improvements to the premises, even if necessary, such improvements
to be hereby incorporated into the premises.




Clause Nine: LESSEE hereby undertakes to deliver to LESSOR, within the legal time frame, any
notices received and any communication related to the leased premises and that are under the
LESSEE’s responsibility, as well as any and all penalties and increases thereon resulting from the
delay in delivering such documents to LESSOR.




Clause Ten: LESSOR may, whether personally or through an authorized representative, visit the
leased premises at a previously agreed with LESSEE, in order to check the treatment provided to
the premises or to accompany any persons who may be interested in buying the property.




Clause Eleven: If the leased premises are located in a condominium building, LESSEE represents that
it is aware of the provisions of Condominium Regulations, that rule the activities of the occupants
of the building, and further agrees to fully comply with such regulations under the penalties
herein established.



 


 









 








Paragraph One: LESSEE hereby represents that it is aware of the Building’s Internal Regulation and
that it agrees to comply with the provisions thereof that are an integral part of this agreement as
if they were herein transcript.




Paragraph Two: LESSEE shall pay the condominium ordinary expenses.




Clause Twelve: Upon termination of the lease, LESSEE shall return the premises fully vacant of
persons and things, in perfect maintenance and preservation conditions, regardless of any notice or
notification, under penalty of being submitted to the fines herein imposed and other applicable
legal provisions.




First Paragraph: Delivery of the premises will occur upon delivery of the keys by LESSEE to LESSOR
after inspection thereon.




Clause Thirteen: This lease agreement shall be terminated in the event that reconstruction of the
building is required as a result of fire or any accident, however, if LESSEE is to be blamed for
such fire or accident, then it shall remain responsible even if the leased premises return to their
previous condition.




Paragraph One: In the event of expropriation of the leased premises by any competent public
authority, this lease agreement shall be terminated and the parties hereof shall be released from
any obligations established in this agreement, exception made to any rights resulting therefrom up
to the time when expropriation takes place.




Clause Fourteen: The assignment of this agreement, loan for use, sublease or any other form of
transfer of the leased premises are hereby expressly forbidden.




Clause Fifteen: If any of the parties breaches this agreement, it shall be subject to a
contractual penalty equal to three (3) months’ rent in force at the time of the breach, and
regardless of the period of time that had elapsed from the beginning of the lease agreement, such
penalty shall be charged in full. The non-breaching party may deem the lease simultaneously
terminated, regardless of any notice or notification, or, further, it may require full performance
of this agreement up until termination thereof, under the conditions herein provided for, without
prejudice to any penalty it is entitled to charge.




Clause Sixteen: The premises shall be returned in good condition, clean and painted.




Paragraph One: In order to carry on its activities, LESSEE may make improvements in the leased
premises, always with the LESSOR’s consent, provided that the architecture and the use of the
leased premises are not changed on account of such improvements. Such improvements may, however, at
LESSOR’s discretion, be incorporated into the premises, and LESSEE shall not have the right to
indemnification, compensation or lien for any purpose whatsoever.




Paragraph Two: When using the leased premises, LESSEE shall be held liable for any sanctions that
may be imposed thereon on account of any infringement it may commit and LESSOR is hereby released
from any responsibility therefore.



 


 









 








Clause Seventeen: The provisions related to early payment of lease shall remain in force, under
Clause VI-7 of the lease agreement entered into on December 1st, 2005, when the amount
equivalent to three (3) month’s rent at the time, or fifty four thousand reais (R $54,000.00), was
paid and shall be used by LESSOR to pay the lease in the last three months of the lease agreement,
or if already paid, such amounts shall be returned to LESSEE, duly adjusted by the official indices
used to make adjustments to Savings Accounts, such indices accumulated between the date on which
this lease agreement is entered into and the date of execution of the Instrument for Delivery of
Keys, when the leased premises shall be vacated.




Sole Paragraph: In the event of early termination, LESSEE agrees to inform LESSOR upon a sixty
(60) day’s prior notice.




Clause Eighteen: Any dispute that may arise from this lease agreement shall be subject to the
jurisdiction of the Courts sitting in the city where the premises are located, and the parties
hereby expressly waive any other jurisdiction, as privileged as it may be. This agreement and all
its terms, clauses and conditions are binding on the parties, their heirs and successors.




In witness whereof, the parties have executed this agreement in two (02) counterparts of equal
content, in the presence of the undersigned witnesses.




São Paulo, February 01, 2010




[signed]

VERBO EMPREENDIMENTOS E PARTICIPAÇÕES LTDA.

Marli David Gusmão dos Santos

LESSOR




[signed]

MERCADOLIVRE.COM ATIV. DE INTERNET LTDA

Stelleo Passos Tolda

LESSEE




Witnesses

1. [signed]

Claudete Siqueira Bicudo

RG: 14.270.984-0




2. [signed]

Clélia Maria de Paula

RG. No 30.403.587-7 SSP/SP

CPF/MF No: 276.560.658-73




[signature of Marli David Gusmão dos Santos certified by the 4ht Notary Office of the State of São
Paulo]