Unassociated Document


    
      PRIVATE
INSTRUMENT OF

      QUOTAHOLDERS
AGREEMENT OF

      


      "GLOBAL
MILK NEGOCIOS e ADMINISTRACAO DE BENS PROPRIOS LTDA

      


      By this
Private Instrument and in the best legal form, the parties below:

      


      I) CASTROL
LLC., A company duly constituted under the laws of the State of Delaware,
United States of America, based at 160 Greentree Drive, Room 101, Dover in Kent
County, 19904, herein represented by its Attorney Mr. Edison Carmagnani,
Brazilian, married, businessman, holder of Identity Card n ̊ 2.256.983 SSP/SP,
and Individual Taxpayer Registration with the Federal Revenue Service CPF
063.543.788-00, resident and domiciled at Rua Bartira, no 482, apt. 131,
Perdizes, in São Paulo, São Paulo, CEP 05009-000 (hereinafter referred only as
CASTROL)
and

       

      II) B&D FOOD
CORP., A company duly incorporated under the laws of Delaware,
headquartered at 575 Madison Avenue, in New York City, NY, USA, herein
represented by its President, Mr. Daniel
Ollech,Brazilian Passport n CP554471, resident and domiciled
at Derech Hahoresh 96 ,Jerusalem Israel and Its Brazilian Legal Representative
Mr Javier Yano Feijo,Uruguaian,divorced ,Business administrator holder of
national identity vard RNE n W275.706 and enrolled at the Brazilian Internal
Revenue service  under CPF n 035316128-40 resident at Rua Barata
ribeiro 323 ,cj 11 ,Cerqueira Cesar,in the city of Sao Paulo ,State of Sao
Paulo  (hereinafter called
simply B&D);

       

      Which,
hereinafter, called "Partners", hold 100% (hundred percent) of shares
representing the capital of GLOBAL MILK BUSINESS
AND PERSONAL PROPERTY MANAGEMENT LTD., headquartered at Avenida dos
Tajurás, n ̊236 in Cidade Jardim in the city of São Paulo - SP, CEP 05670-000,
with its articles of incorporation and bylaws duly filed in the Board of Trade
of the State of São Paulo - JUCESP under n ̊ 35222921829, and registered at the
Federal Revenue Service – Registration of Corporate Tax Payers - CNPJ under n ̊
10.605.431/0001-35 (hereinafter simply called GLOBAL
MILK).

       

      PRELIMINARY
CONSIDERATIONS

       

      Whereas it is
the partners wish
to preserve the social interests of GLOBAL MILK, and
maintain the regularity of its activities;

       

      Whereas the
partners
believe that to achieve these objectives, it is imperative to regulate the
coexistence between them, through this present regulate agreement of
shareholders relationship (the "Agreement of
quotaholders");


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Whereas the
members
believe it is necessary to define some rules for good living, company
administration, quotas transactions among members and
between them and third parties outside the current corporate composition, among
other matters;

       

      Whereas the
members
have as scope, with the rules of these conducts, the perpetuation of GLOBAL MILK
as well as the preservation of its social
purposes;

       

      The Partners have
between them, and fair contracted, this Quotaholders ́ Agreement, embodied in the
following:

       

      CHAPTER I –
OF DEFINITIONS

       

      CLAUSE
1st - The terms in this Agreement of
Quotaholders shall have the meaning of law, unless another definition is
specifically assigned to them:

       

      1. Agreement of
quotaholders: It is this instrument, which consists of a set of
principles, standards, criteria and mechanisms aimed at regulating the
relationship between the partners and
tasks of each of the members individually, to optimize and operationalize their
relations, and, taking as objectives and valuable purposes the preservation of
activities and the social purposes of GLOBAL
MILK.

       

      2. Additive:
Instrument written and duly signed by the Partners and
which partially amends the Agreement of
quotaholders.

       

      3. Administrator:
Individual, partner or no partner, to be responsible for the administration of
the company elected by the partners in
accordance with the provisions of the Agreement of
quotaholders,  executed separately by the
Partners.

       

      4. Articles of
Incorporation and Bylaws: It is the Articles of Incorporation and Bylaws
of GLOBAL
MILK and encompasses all contract changes.

       

      5. Dividends:
Dividends are the portion to be distributed among members,
based on the profit determined by the GLOBAL MILK.

       

      6. GLOBAL MILK:
it is the GLOBAL MILK
NEGOCIOS E
EMPREENDIMENTOS LTDA, already qualified in the preamble, including the
company, its shareholders, directors and administrators, also including the
headquarters and branches that may exist.

       

      7. Confidential
Information: Any written or verbal information that any of the partners,
employees, related companies or individuals have access because of their
position, including but not limited to business information, societal, economic,
products, goods and services, financial statements, know-how, techniques,
designs, specifications, drawings, prints, diagrams, formulas, models,
flowcharts, sketches, photographs, plans, computer programs, CDs, disks,
diskettes, tapes, contracts, business plans , processes, projects, products,
specifications, customers, suppliers, and/or distributors, price and cost
structure, definitions, marketing information, and other technical, financial or
commercial, among others. This information will be protected by the Partner
under this Agreement of
quotaholders.


      
        
           


        

        
           


          
            
 

        

        
           


        

      

       

      8. Shares: Share
of capital division, the value set in the social contract of $ R$40.04 (real)
each.

       

      9.
Resigning  Partner: Partner who voluntarily chooses not to be part of
the Global Milk, selling its shares, which must be made in accordance with
Clause 4 of the Agreement of
quotaholders.

       

      10. S. TEIXEIRA:
It is the S. TEIXEIRA FOOD PRODUCTS LTD., limited company headquartered at
Avenida Faustino Ramalho, no 110, Vila Galvão in the municipality of Guarulhos,
São Paulo, registered at the Federal Revenue Service – Registration of Corporate
Taxpayers CNPJ under n ̊ 64.111.206/0001-71 and with its Articles of
Incorporation and Bylaws duly filed in the Board of Trades of the State of
SãoPaulo - JUCESP under the n ̊ 3520954034-5.

       

      11. PARALEITE: It
is PARALEITE
FOOD PRODUCT LTD., limited company headquartered at Rodovia PA-150, Km
5,2 s/no, (without a number), in the city of Maraba, State of Pará, CEP
68500-000, duly registered at the Federal Revenue Service – Registration of
Corporate Taxpayers CNPJ under n ̊ 03.418.426/0001-58 with its Article of
Incorporation and Bylaws duly filed in the Board of Trades of the State of Pará
under n ̊ 15.20070561-2.

       

      CHAPTER II
– OF THE DISTRIBUTION AND

      RECEIPT OF
DEVIDENDS

       

      CLAUSE 2 – In
Case of distribution of dividends by GLOBAL MILK it
shall  be distributed on the month of March subsequent to the closing
of the preview year annual financial report s unless prior agreement,
distributed in proportion to the social participation of each of the Partners and
can be made unbalanced if there is unanimous approval of Partners.

       

      CHAPTER III
- THE ASSIGNMENT AND TRANSFER OF SHARES

       

      CLAUSE 3 -
The Partners may sell and/or transfer their shares to any title, in whole or in
part, to persons outside the company provided the transaction is in accordance
with the right of preference described below.

       

      CLAUSE 4 - If
any of the Partners wish
to leave GLOBAL MILK
voluntarily, they must offer their shares in writing to the other Partners with
at least sixty (60) days, informing the other Partners of
its intention not to continue with GLOBAL MILK , being
guaranteed the right of preference to the other partner for a period of thirty
(30) days.


      
        
           


        

        
           


          
            
 

        

        
           


        

      


      Sole
Paragraph: In case of any transfer of shares to be held on a voluntary
basis, by sale, assignment or any other form of transfer, is defined the right
of preference for the acquisition of the shares subject to transfer under the
same conditions of price, form and term of payment, in the following order for
the right of preference.

       

      CLAUSE 5 -
Respecting the right of preference above regulated the eventual sale or
transfer, to any title of the shares is still subject to the rules of tag
along.

       

      First
paragraph: If the shareholder or unit controller receives a third party
proposal wishing to acquire control of GLOBAL MILK, they
must do so under the condition precedent so as to send the proposal to other
Partners in advance, notice stating the amount of shares that will be object of
disposition, and containing all the information necessary to initiate this
procedure here in the form of provisions, expressly stating that it is to the
right of tag-along. The notification shall be within 30 (thirty) days of
receipt, so that the other Partners can express the wish to include in the
offer, their respective shares, in whole or in part, and submit them to the
procedure of tag-along together with the Partner or
Unit Controller.

       

      Second
paragraph: At the end of the period of thirty (30) days that addresses
the above paragraph, without the other partner expresses its intention to
include their shares in the procedures for tag-along, the partner or Unit
Controller is free to proceed with the offer , observing the right of preference
under this instrument.

       

      Second paragraph:
The amount to be paid to Minority Partner(s) will be of 100% (hundred percent)
of that paid to Partner or
Controller Unit.

       

      Third paragraph
:At the end of the period of thirty (30) days that addresses the above
paragraph, without the other partner expresses its intention to include their
shares in the procedures for tag-along, the partner or Unit Controller is free
to proceed with the offer , observing the right of preference under this
instrument

       

      CHAPTER IV
– OF ADMINISTRATION

       

      CLAUSE 6 -
The Partners
agree that the administration of the Global Milk shall be held as stipulated in
the Bylaws and in this Agreement of
Quotaholders, and the value of the monthly withdrawal for pro labor, will
be determined by unanimous resolution of the Partners.

       

      Sole Paragraph The
partners agree, that a consultant should be hired(company or person)and
Nominated By B&D, for the operational activities of Global Milk, having the
same powers of the other administrators, acting under a power of
attorney  given by Global Milk, irrevocably for the time period of 5
Years.


      
        
           


        

        
           


          
            
 

        

        
           


        

      

       

      CLAUSE
8 – The partners agree ,that the administration of Global Milk
should be exercised always jointly between the representatives or administrators
indicated by each one of the partners proportional to each quotas. B&D will
indicate one plus the Consultant  and Castrol the other
one.

       

      Sole
Paragraph: The provision of this article can not be revoked under any
circumstances, being pre-agreed between the parties that the administration must
be in the form established in this instrument .

       

      CLAUSE 9 - It
is the responsibility of the partner B&D to
indicate its representative and administrator in Global Milk as mentioned in the
previews clause.

       

      First Paragraph:
The CASTROL
partner  approves the indication of the legal representative and
adminstartor made by B&D , Mr Javier Tano Feijo previously qualified for the
period of 5 years stating at this date.

       

      Second Paragraph:
The Partner B&D Approves the indication of the legal representative
and administrator done by Castrol,Mrs Giovavva
Benetti,Brazilian,single,Administrator  holder of National Identity
Card RG n 33.020 090-2 Inscribed at the Brazilian Internal revenue
Service  CPF n 230.407.128-70 resident at Alameda Itapecuru 473, apto
1212,Centro Comercial,Alphaville,Barueri,State of Sao
Paulo,06454-080

       

      CLAUSE 10 -
The Partners
agree that the administrators are obliged to sign, for the minimum period of 05
(five) years, with the S. TEIXEIRA
and the PARALEITE
services of industrialization by order, and the figures for this engagement will
be defined in contract itself, the amounts and for this order will be defined at
the contract itself.

      First
Paragraph: The Services of industrialization ordered and back office
signed by the parties , could  not be rescinded by S.Teixeira Nor
Paraleite in the period of 5 years ,being that the renewal option for another
period of 5 years will be at Global Milk option, without possibility of refusal
By S.Teixeira or Paraleite on penalty of paying a daily  fine
equivalent to the daily production and service provided on the six month prior
..

       

      Second Paragraph:
This article shall not apply if the companies S. TEIXEIRA
and PARALEITE
have been incorporated by GLOBAL MILK.

       

      
        
           

        

        
           

          
            
 

        

        
           

        

      

       

      CHAPTER V –
OF THE USE OF BRANDS


      CLAUSE 11 -
It is forbidden to Partners,
members of administration or not, the use of names, trademarks, symbols or signs
of any term of ownership of GLOBAL MILK, which
are of its use by right, or the companies for which it provides service for any
purposes other than the business and these activities, to obtain benefits or
advantages for themselves or for others.

       

      Paragraph
One: GLOBAL MILK
exclusively may use the trademarks to be transferred and/or sold by S. TEIXIEIRA
and PARALEITE
under Joint
Venture Agreement.

       

      Second
paragraph: The regulations of the use of brands, its sale and transfer
will be provided in specific instrument developed by the parties and now fully
ratified.

       

      CHAPTER VI
– OF THE CONFIDENTIALITY

       

      CLAUSE 12 -
The Confidential Information shall be used solely for the purpose intended and
can not, under any circumstances, be disclosed to third parties not related to
the activities of the GLOBAL MILK, being competitors or
not.

       

      First Paragraph:
The Partners
undertake to maintain strict confidentiality of any Confidential Information,
and is therefore prohibited from disclosure to third parties, whether
individuals and/or legal.

       

      Second
Paragraph: A partner may only disclose information referred to above
clause, in agreement and with express permission of all Partners and
stakeholders, provided they respect the terms of the Statement of
Confidentiality signed between the Partners and
others.

       

      Third
paragraph: All information obtained verbally or in writing, on GLOBAL MILK and
their activities are considered Confidential Information
except:

       

      (a)
information and data that are publicly disclosed by third parties;

      (b)
information and data that are obtained by Partners from
third parties;

      (c)
information and data which disclosure is required by public
authorities;

       

      Fourth
paragraph: The Partners
undertake not to disclose under any pretext the Confidential Information during
the term of this Agreement of Quotaholders and by the period of 2 years after
their withdrawal from GLOBAL MILK.

       

      Fifth
paragraph: The Partners will
be obliged to return all documents of ownership of GLOBAL MILK,
including but not limited to technical advice, opinion of market research,
files, correspondence, plans, notes, research, customer lists and documents of
when planning their withdrawal or exclusion, to any title, of the table of
quotaholders.

       

      Sixth
paragraph: It applies to this Agreement all terms of the Term of
Confidentiality signed between Partners and including
non-members.

       

      
        
           

        

        
           

          
            
 

        

        
           

        

      

       

      CHAPTER
VII- COMMUNICATIONS

       

      CLAUSE 13 -
All warnings, notices or other communications required by virtue of this
Agreement of Quotaholders or of the Articles of Incorporation and Bylaws will be
sent in writing and considered received if sent by registered letter with
acknowledgment of receipt or express delivery service, and any otherwise proof
of delivery, when received at the addresses declined in the preamble of this
instrument.

       

      CHAPTER VIII
– SPECIFIC
IMPLEMENTATION

       

      CLAUSE 14 -
The Partners
agree among themselves that the provisions of this Agreement of Quotaholders are
subject to specific enforcement of its terms, as forecast in the legal paragraph
3 of Article 118 of Corporation Law (Law No. 6.404/76), supplementary applied to
Global Milk
under Article 1053 of the Brazilian Civil Code (Law No.
10406/2002).

       

      CHAPTER IX
– OF GENERAL PROVISIONS

       

      CLAUSE 15 –
The present Agreement of Quotaholders may be revised and modified at any time,
provided it is in writing and with the unanimity decision of the Partners.

       

      CLAUSE 16 -
Any change in the composition of the corporate framework of GLOBAL MILK, the
present Agreement of Quotaholders shall be ratified and added, reflecting the
admission of new partner or member, individuals or
companies.

       

      Sole
Paragraph: Subject to the addition or ratification above, this Agreement
of Quotaholders will remain valid among the remaining Partners,
forcing them and linking them to the formalization of additive or new Agreement
of Quotaholders in all its terms and conditions.

       

      CLAUSE 17 -
If one or more provisions of this Agreement of Quotaholders is considered
invalid or unenforceable by any court or jurisdiction, this fact does not
invalidate the other provisions in this act, which will remain in full
force.

       

      And for
being so certain, and fair contracted, the Partners sign
the Agreement of Quotaholders in 02 (two) copies of equal content and form in
the presence of 02 (two) witnesses, which this act
support.




      Partners:

       

      
        
          
            
              	 
	
                      B&D
      FOOD CORPORATION

                    
	
                      Q:
      Daniel Ollech / Javier Tano
Feijo

                    


            

          

        

      

       

      
        
           

        

        
           

          
            
 

        

        
           

        

      

       

      
        
          
            
              	 
	
                      CASTROL
      LLC.

                    
	
                      Q:
      Edison Carmagnani

                    


            

          

        

      

       

      Assenting
Parties:

       

      
        
          
            	
                     

                  
	
                    Javier
      Tano Feijo

                  


          

           

        

      

      
        
          
            
              
                
                  
                    
                      	 
	
                              Giovanna
      Benetti

                            
	 
      
	 
	
                              S.
      TEIXEIRA FOOD PRODUCTS LTD.

                            
	
                              Q:
      Solon Teixeira de Rezende Junior / Sônia Pistori
  Teixeira

                            
	 
      
	 
	
                              PARALEITE
      FOOD PRODUCT LTD.

                            
	
                              Q:
      Solon Teixeira de Rezende Junior / Sônia Pistori
  Teixeira

                            


                    

                  

                

              

            

          

        

      

       

      Assenting
Party (estate of Solon Teixeira de Rezende):



       

      
        
          
            
              
                
                  
                    
                      
                        
                          	 
	
                                  STELLA
      PISTORI TEIXEIRA

                                
	
                                  RG
      No: 5839583-3

                                
	
                                  Passport
      No: 274878298-47

                                
	 
      
	 
	
                                  SOLANGE
      PISTORI LIBONATI TEIXEIRA

                                
	
                                  RG
      No: 8195261-2

                                
	
                                  Passport
      No: 039414308-66

                                
	 
      
	 
	
                                  SOLON
      TEIXEIRA DE REZENDE JÚNIOR

                                
	
                                  RG
      No: 7757975-6

                                
	
                                  Passport
      No: 052301338-80

                                
	 
      
	 
	
                                  SONIA
      TEIXEIRA PISTORI

                                
	
                                  RG
      No: 8195096

                                
	
                                  Passport
      No:
063412388-47

                                


                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
           

        

        
           

          
            
 

        

        
           

        

      

       

      Witnesses:

       

      
        
          	
                  Geroncio
      O.Moreira

                	 
      	
                  2.Ivania
      Sobral De Brito