Unassociated Document


     

    PRIVATE
CONTRACT INSTRUMENT FOR SURRENDER AND TRANSFER OF TRADE
MARKS

     

    Through
the present private instrument of promise of trade mark surrender and transfer,
on one side:

     

    S. TEIXEIRA PRODUTOS
ALIMENTÍCIOS LTDA., limited society, with its head-office at Av. Faustino
Ramalho, n. 110, district of Vila Galvão, in the city of Guarulhos, State of São
Paulo, P.O. BOX ________, enrolled in the National Registry for Legal Entities
of the Brazilian Treasury Department – CNPJ (port.) under the n.
64.111.206./0001—71, with its Social Contract dutifully filed in the Board of
Trade of the State of São Paulo – JUCESP (port.) under the “NIRE” 3520954034-5,
in a session held on August 16th, 1990,
in this act represented by its administrating partner, Mr. Solon Teixeira de
Rezende
Júnior,
Brazillian, married, industrialist, possessing the ID n. 7.757.975-6, enrolled
in the National Registry for Tax-Payers or CPF (port.) under the n.
052.301.338-80, living and holding residence at Rua Puréus, n. 293, district of
Jardim Guedala, in the city of São Paulo, State of São Paulo, P.O. BOX
05610-000, with full consent of the Estate of Solon
Teixeira de Rezende, jointly represented by its beneficiaries
underwritten bellow (henceforth referred to simply as TRANSFERROR);

     

    And on
the other side:

     

    GLOBAL MILK NEGÓCIOS
E ADMINISTRAÇÃO DE BENS PRÓPRIOS LTDA., limited society company, with its
head-office at Av. dos Tajurás, n. 236, district of Cidade Jardim, in the city
of São Paulo, State of São Paulo, P.O. BOX 05670-000, enrolled in the National
Registry for Legal Entities of the Brazilian Treasury Department – CNPJ (port.)
under the n. 10.605.431/0001-35, with its Social Contract dutifully filed in the
Board of Trade of the State of São Paulo – JUCESP (port.) under the “NIRE”
35.222.921.829, in a session held on December 2nd, 2008,
in this act duly represented by its administrator, Mr. Edison
Carmagnani, Brazilian,
married, business man, possessing the ID n. 2.256.983 SSP/SP, enrolled in the
National Registry for Tax-Payers or CPF (port.) under the n. 063.543.788-00,
living and holding residence at Rua Bartira, n. 482, apartment 131, district of
Perdizes in the city of São Paulo, State of São Paulo, P.O. BOX 05009-000
(Henceforth referred to simply as ASSIGNEE).and


    
      
         


      

      
         


        
          
 

      

      
         


      

    

     

    CASTROL LLC.,
The Majority quotaholder, 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

     

    Have
between them to be fair and of common accord that which follows

     

    1st Clause –
By the present instrument, the TRANSFERROR
surrenders and transfers to the ASSIGNEE,
who accepts all rights, duties, interests and titles of possession and property
in accordance to Brazilian Law n.  9.279/96, regarding the intangible
patrimonial goods corresponding to the TRADE MARKS
listed in ATTACHMENT
1 provided
here, and which as of now is an integral part of this instrument, as well as the
Commercial Fund of the referred society,consisting of the totality of the
customer list ,Product Formulas ,Products registeredwith the agricultural
Ministry,Manufacturing and Distribution Know How,and Comercial
Structure  from S.Teixeira Produtos Alimenticios Ltds and Paraleite
Industria e Comercio de Laticinios Ltda.

     

    2nd Clause
– The TRANSFERROR
answers for the dispossession of the rights hereby transferred, in the
terms as they are set in Article 447 and following Articles of the New Brazilian
Civil Code (Law n. 10.406/2002) and declares that the TRADE MARKS
are free and uncompromised by any burden, debt, arrest or sequester, or
yet, by any restrictions of any kindas per the Negative Certictaes which will be
provide to the assignee till 12/5/2009.


    
      
         


      

      
         


        
          
 

      

      
         


      

    

     

    3rd Clause
– The ASSIGNEE
declares that, in accordance to Article 134 of Law of Intellectual
Property or simply “LPI”, it is duly legitimated to obtain the entitlement of
the TRADE
MARKS, by filing all the conditions  of Article 128, 1st
Paragraph, of the same law, as a legal entity legally constituted and in
effective practicing, directly or through companies under its control,
activities in the respective field and market niche corresponding the
classification of the products and services of the TRADE MARKS
transferred at this time.

     

    4th Clause
– The TRANSFERROR
declares that, in accordance to Article 134 of the LPI, this transfer
includes all registrations and filings for Brands, equal or similar, in the same
classes, deposited up to this moment at the “INPI” or National Institute for
Industrial Property of Brazil.

     

    5th Clause
– The correct and adjusted price for the surrender and transfer of the
TRADE MARKS
will be of R$ 8.000.000, 00 (eight million reais), which shall be paid by
the ASSIGNEE
to the TRANSFERROR
as per the cash flow agreed between the parties that could be paid till
12/10/2009, t, through a deposit on an account to be duly specified by the TRANSFERROR.

     

    First
Paragraph: The fee deposited, as indicated above, will be freely moved by
the TRANSFERROR,
even if it remains under nominal ownership of the ASSIGNEE, the
TRANSFERROR
being able to have the cash sum at its disposal at all times, as it sees
fit, the ASSIGNEE
being bound to collaborate to this effect with respect to the TRASNFERROR,
whenever necessary, without any extra burden to the
TRANSFERROR.

     

    Second Paragraph:
Each party shall assume the responsibilities with regard to the payment
of taxes resulting from the transfer operation pledged at this time, fulfilling
their respective obligations, in accordance to tax legislation in
force.

     

    6th Clause
– Due to the  of the transfer pledged here, the ASSIGNEE
ls  duly authorized to register the transfer with the “INPI”,
in accordance to Article 146 of the “LPI”, being, as of this moment, invested of
all the rights pledged here to make all decisions and assume all the costs to
keep the transferred TRADE MARKS
available.


    
      
         


      

      
         


        
          
 

      

      
         


      

    

     

    First Paragraph:
The costs involved in the legal registration of the TRADE MARKS’
transfer with the “INPI” will be paid for by the ASSIGNEE.

     

    Second Paragraph:
The TRANSFERROR
binds itself to arrange any documents whatsoever and/or signed
applications and documents, required by the “INPI – National Institute for
Industrial Property”, for the definite transfer of the trade marks surrendered
at this time, in up to 15 (fifteen) days, after having been duly notified by
the
ASSIGNEE.

     

    Third Paragraph:
In case of refusal by the “INPI” to legally register the transfer of
nominal ownership of any of the TRADE MARKS
to the
ASSIGNEE exclusively due to an act or omission of any act by the TRANSFERROR;
the TRANSFERROR
shall be then bound to refund all payments made by the ASSIGNEE,
duly revised by the IGPM-FGV index (General Index for Market Prices; an
inflation measuring index done by Fundação Getúlio Vargas), or any other index
that comes to replace it; done so taking into account the date from the actual
placement of the payment until the date of refusal by the “INPI” and with an
incidence of interest in the order of 1% (one percent) per month, within 10
(ten) days of notification done by the ASSIGNE to
the
TRANSFERROR, regarding the “INPI”’s refusal.

     

    7th Clause
– The TRANSFERROR
shall surrender completely the use of the TRADE MARKS
withdrawing them from any documents whatsoever, such as cards, invoices,
bills, contracts, fliers, packaging, envelopes and others; within the maximum
time frame of 12 (twelve) months counting from the present instrument’s signing
and in the terms of the clauses below, except for the ones pledged within this
document that rule otherwise.


    
      
         


      

      
         


        
          
 

      

      
         


      

    

     

    8th Clause
– The TRANSFERROR
shall equally make an alteration of the registration of its purpose as a
legal entity, in up to 180 (one hundred and eighty) days from the present
instrument’s signing, excluding from its corporate name any mention whatsoever
to any of the
TRADE MARKS contemplated here.

     

    Single Paragraph:
As of this moment it is agreed that the surrendering of TRADE MARKS
does not implicate in the alteration of the company’s object or field of
activity of any of the parties.

     

    9th Clause
– The TRANSFERROR
binds itself still, to arrange for the alteration of its registration
within 180 (one hundred and eighty) days of the signing of the present
instrument, in view of the change in corporate legal name to be adopted, with
regard to any and all public entities, public service concessionaries and before
third parties as well.

     

    10th Clause
– The non fulfillment by any of the parties of the obligations itemized
in the present document will subject the party at fault to the payment of a fine
in the order of 10% (one per cent) of the fee stipulated in the 5th Clause
to the other party; in case the party at fault, once notified by the other
party, of the violation, does not solve it within 5 (five) working days after
receiving said notification.

     

    11th Clause
- This instrument shall not be altered, modified, changed or emended,
unless if done so in writing and duly signed by all
parties.

     

    12th Clause
– In the event that any of the clauses, determinations or conditions of this
instrument become invalid, null or inapplicable by reason of court order, the
rest of the instrument is to remain valid and in force, not being affected,
impeded or invalidated in any way, the invalidated or annulled clause having to
be replaced by another endowed with legality, that shall contemplate, as best
possible, the intention of the parties to preserve the balance stipulated in
this instrument.

     

    13th Clause
– All communication between the contracting parties, shall be done in
writing, through a facsimile confirmed within 02 (two) days, through the posting
of the original document with the proper protocol to the addresses indicated in
the introduction of this instrument, the delivery being considered the date the
facsimile is received, in the following way:


    
      
         


      

      
         


        
          
 

      

      
         


      

    

     

    To
the TRANSFERROR:

     

    Name:
SOLON TEIXEIRA DE REZENDE JÚNIOR

     

    Address:
Av. Faustino Ramalho, n. 110

     

    Vila
Galvão, Guarulhos, SP

     

    07054-040

     

    Phone
Number: (11) 2497-2766

     

    To
the ASSIGNEE:

     

    Name:
Javier Tano Feijoo

     

    Address:
Av. dos Tajurás, no 236

     

    Cidade
Jardim, São Paulo, SP

     

    05670-000

     

    Phone
Number: (11) 3032-8872

     

    Single Paragraph:
Any of the parties may alter its addressing information above through a
notification of such alteration.

     

    14th Clause
– The following will be considered entirely null; individual declarations
of will made by the contracting parties in a form other than the one pledged in
this Instrument.


    
      
         


      

      
         


        
          
 

      

      
         


      

    

     

    15th Clause –
In the highest form of legality with exception to the cases explicitly
foreseen in this instrument, the contracting parties recognize that: (i) the
non-exercising, or the delay in exercising, by any of the Parties, of any of the
rights that are assured to them by this instrument or by law will not constitute
the substitution or renouncing of such rights, nor will it harm it’s eventual
exercising; (ii) the
partial exercising of such rights by any of the parties, will no impede their
exercise in the future, nor the exercise of any other
right.

     

    Single Paragraph:
The tolerance, by any of the parties, of the violation or the disregard
for any of the clauses in this Instrument, shall not be interpreted as tolerance
to the violation or disregard for any of its clauses, thereby failing to
constitute a renounce. No renounce shall be put into effect unless done
specifically in writing b the party.

     

    16th Clause
– For all legal ends and effects, the parties declare to accept the
present instrument in the exact terms in which it was written, binding
themselves and their inheritors and successors to duly and faithfully fulfill
it.

     

    17   Clause  -  The
Present Instrument , by expressed will of the parties the now renounce the right
of repentance is signed in an irrevocable and irretratable character, not only
binding themselves but their heirs and successors in any title , besides the
event that the assignee do not execute the payment as written on Clause 5a
above.

    18th Clause
– To resolve any legal issues that directly or indirectly arise from this
contract, the parties elect as a competent court, the Central Judicature of the
Capital of the State of São Paulo, explicitly excluding any other, independently
of how privileged it is.

     

    And, by
thus being in agreement, the Parties sign the present instrument in 03 (three)
copies of equal form and content, in the presence of the two witnesses that are
also to sign it.

     

    São
Paulo, May 20thh,
2009


    
      
         


      

      
         


        
          
 

      

      
         


      

    

     

    Signatures
of

     

    Global
Milk Negocios e Admintracao de Bens Proprios LTDA 

      
        
 

    

    Javier
Antonio Feijo

     

    Castroll
LLC 

      
        
 

    

    P.Edison
carmaganani

     

    S.Teixeira
Produtos Alimenticios LTDS 

      
        
 

    

    Solon
Teixeira De Rezende Jnior-Sonia Pistori Teixeira

     

    In
Agreement( Inheritors Of Solon Teixeira De Rezende

     

    Stella
pistori Teixeira

     

    Solange
Pistori Teixeira Libonati

     

    Solon
Teixeira de Rezende Junior

     

    Sonia
Pistori Teixeira.

     

    Withesses

     

    Geroncio
O. Moreira

     

    Ivani
Sobral de Brito.