Exhibit 10.24






Exhibit 10.24




COMMERCIAL PROPERTY LEASE AGREEMENT




I. – LESSOR




I1. CNA SPITALETTI CONSTRUTORA E INCORPORADORA LTDA., a limited liability company, enrolled in the
General Taxpayers’ Register under CNPJ No 61.598.983/001-02, with its principal place of business
at Av. Dr. Yojiro Takaoka 4384, Loja 13, piso superior, Santana de Parnaíba, São Paulo – CEP:
06541-038, telephone number: 11-4153-8863, fax number: 11-4153-1066, herein represented by its
undersigned partners.




II. – LESSEE




II.1 MERCADOLIVRE.COM ATIVIDADES DE INTERNET LTDA., with its principal place of business at Rua
Gomes de Carvalho 1.306, 7o andar, Vila Olímpia, in the capital city of São Paulo, enrolled in the
General Taxpayers’ Register under CNPJ No 03.361.252/0001-34, herein represented by its Delegate
Manager STELLEO PASSOS TOLDA, Brazilian, married, business administrator, bearer of identification
card RG No 07.575.578-5, enrolled in the Individual Taxpayers’ Register under CPF/MF No
028.676.707-48.




III. – SECURITY DEPOSIT




This lease shall be secured by a security deposit equivalent to 3 month’s rent in amount of thirty
three thousand and six hundred reais (R $33,600.00). Such amount shall be deposited in the lessor’s
current account at Banco Bradesco, agency 2774, account number 2000-1 and shall be used to pay the
lease in the last three months of the lease agreement.




IV. – THE PREMISES




IV.1. The object of this lease agreement is the INDIVIDUAL COMMERCIAL UNITS
Numbers 902, 903, 904, 905, 906, 907, 908 and 909 located on the 9th floor, and their 08
unspecified parking spaces in the underground floor of the “SHOPPING SERVICE” condominium located
at AV. DR. YOJIRO TAKAOKA 4384, Alphaville, Centro de Apoio Um, in the city of Santana do Parnaíba,
District of Barueri, State of São Paulo.




IV.2. Lessee expressly represents that it is aware of the conditions of the premises such as paint,
maintenance, hygiene, internal and external cleaning, as well those related to equipment,
appliances and general installations, that it will take the necessary measures for everything to be
in good functioning conditions, and that it will return the premises duly repainted upon
termination of the lease.




IV.3. Except for those works that affect the security of the building, lessee hereby undertakes,
throughout the lease term, to maintain the leased premises in the same original conditions and to
return the leased premises at the conclusion of the lease in as good conditions as it has received
them.



 


 









 








IV.4 Lessee shall not, under any circumstances whatsoever and under penalty of a daily fine
equivalent to one thirtieth (1/30) of rent value in force, modify the original structure of the
premises without the express written consent of lessor; such consent shall be obtained
through a formal written notice to lessor duly documented with the drawings, the ART [Technical
Responsibility Notation], and a drawing of the intended modifications, so that lessor may freely
grant or deny authorization. The drawing of the permanent modifications shall be included in an
exhibit, which shall be made an integral part hereof.




IV.5. Any and all modifications and improvements to the premises, even if useful and necessary, and
provided that they have been accepted by lessor, shall be incorporated into the premises and lessee
shall 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 so
authorizes, shall be removed by lessee, that shall return the premises in the same conditions that
they were originally delivered.




IV.7 It will be incumbent upon lessee to make arrangements for the remodeling it may deem necessary
to adapt the premises to its commercial activities, it being agreed that the premises are delivered
as they are now, which are fully known by lessee, that accepts them with no restrictions
whatsoever.




V. – LEASE TERM AND CONDITION PRECEDENT




V.1. The lease term as agreed upon by the parties shall be sixty (60) months, commencing on April
01, 2008, and ending on March 31, 2013. lessor shall grant lessee a forty five (45)- day grace
period from the beginning of the lease. Payment shall be due from June 01, 2008 and the base date
for contractual adjustment shall be 04/01/2008. The first month of the lease shall be charged
proportionately.




V.2. Lessee hereby undertakes to deliver the certificates listed below within thirty (30) days from
the execution date of this agreement, under penalty of suspension of this lease agreement. If any
of such certificate does not attest to the non occurrence of the facts related thereto, then it
shall be accompanied by the relevant clarifying statement:




Affidavit of non-existence of protests issued by Protest Notary Offices of Barueri and São Paulo
Affidavit of non-existence of civil or summary proceedings issued by clerks of court of Barueri and
São Paulo
Affidavit of non-existence of tax debts issued by the Federal Revenue Service and the National
Institute of Social Security — INSS
Certified copy of the Identity Card (RG) and the Individual Taxpayer’s Register (CPF), certificate
of address and marriage certificate, if any, of the partners
CNPJ 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 that
regulate the use of property, etc are fully known by lessee, that have examined them
previously and agreed to their strict compliance, including those that may come to be subsequently
implemented and/or changed, and lessee shall not abandon the premises at any time or claim
termination of the lease due to the impossibility to use the premises due to any existing and/or
established restrictions, except for public order reasons that may restrict the property right and
prevent its use. In that case, the agreement shall be terminated and neither party shall be held
liable for termination.




VI.3 Lessee shall not assign or lend the premises or transfer this agreement without lessor’s prior
consent.




VI.4. Mere notice by public authorities shall not be a reason for lessee to abandon the premises or
claim termination of this agreement, unless a prior judicial inspection confirms the impossibility
to use the premises normally, in which case both parties shall be released from the payment of
fines. 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 deems
convenient, whether personally or through authorized representatives, and lessee(s) shall receive
at least a 48-(forty-eight) hour notice.




VI.6. Should lessor find, upon inspecting the premises, any malfunction or damage caused by the
irregular and/or incorrect use of the premises or any modification made against the provisions
hereof, therefore constituting a breach of contract, notwithstanding the applicable fine, lessor
may demand that the lessee make the necessary repairs within ten (10) days or remove the
work/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 extraordinary
expenses, preservation, cleaning, administration, fire prevention and other charges and/or taxes
inherent 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 monthly
basis, 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 wherever
lessor 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 to
send 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 the
sums owed under this agreement, specifically those specified in “VI.2.” above, which value may be
added 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 law
so 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 index
that 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 moratorium
granted to lessee by lessor shall not imply any modification to or novation of this Agreement, and
therefore the guarantors and co-obligors shall not be released from their duties in view of the
benefit granted to lessee.




VIII.2. Should lessee or the co-obligors fail to pay the rent and other charges derived from this
lease, 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 adjusted
according to monetary restatement pursuant to the same index used for the adjustment of lease
value, on a pro rata daily basis. The interest and monetary restatement shall be applicable from
the maturity date up to the effective payment, by any means, even through court proceedings and
after termination of this agreement.




IX. – CONTRACTUAL PENALTY 




IX.1. If any of the parties breaches this agreement, it shall be subject to a contractual penalty
equal to 3 (three) months’ rent in force at the time of breach. Contractual penalty shall be
charged 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 penalty
shall be charged proportionately, as provided by the applicable law, unless lessee terminates the
agreement 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, for
all the obligations and covenants derived herefrom shall also be liable for any damage caused to
the premises.




X. –TERMINATION 




X.1. This agreement shall be deemed terminated, for all purposes of law, regardless of any
formality, in the following cases: a.) expropriation of the leased premises by any public
authority; 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 place
different from the address set herein, if within thirty days of the fact they are not replaced by
other guarantees whose appropriateness is evidenced, lessee shall be subject to immediate eviction
due to breach of contract, and shall be liable for the payment of the penalty as provided for in
item “IX.1.” above; d.) abandonment of the premises by lessee for any reason whatsoever, even if
unauthorized third parties remain in the premises.



 


 









 








X.2. In case of expropriation and/or fire of the leased premises, lessor and lessee shall be
released from all duties established in this agreement. However, lessee shall be empowered to
receive from the expropriating authority or insurance company the relevant compensation and, when
fire 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 judicial
or 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 shall
restore 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 to
the premises as a result of their irregular use and in breach of the provisions hereof, lessor may
refrain from receiving possession until lessee returns the premises in perfect condition, and the
duty 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 the
immediate 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 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.




XII.2. This agreement shall be governed by Federal Law 8245/91, the Civil Code and other relevant
legal provisions.



 


 









 








In witness whereof, the parties have executed this agreement in three (03) counterparts of equal
content, each of which shall be deemed to be an original, in the presence of the undersigned
witnesses.




	 	 	 
	Santana de Parnaíba, April 01, 2008.
	 	 
	 
	 	 
	[signed]

	 	[signed]
	Lessee

	 	Lessor
	MercadoLivre.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