Exhibit 10.5


 


COSTS SHARING AGREEMENT


 


By this private instrument, the parties
qualified below:


 


Cogna Educação S.A.,
a company headquartered in the City of Belo Horizonte, State of Minas Gerais, at Rua Santa Madalena Sofia, No. 25, 4th floor, Suite
01, Vila Paris District, Postal Code 30380-650, enrolled with CNPJ/MF under No. 02.800.026/0001-40, with its articles of incorporation
filed with the State of Minas Gerais Commercial Registry, under State Registration Number NIRE 31300025187, represented herein
pursuant to its bylaws (“Cogna”);


 


Editora e Distribuidora Educacional
S.A., a company headquartered in the City of Belo Horizonte, State of Minas Gerais, at Rua Santa Madalena Sofia, No. 25, 3rd
floor, Vila Paris District, Postal Code 30380-650, enrolled with the CNPJ/MF under No. 33.733.648/0001-40, with its articles of
association filed with the State of Minas Gerais Commercial Registry, under State Registration Number NIRE 31300094022, represented
herein pursuant to its bylaws (“EDE”);


 


And,


 


THE OTHER COMPANIES LISTED IN EXHIBIT
I to this agreement, herein represented by Cesar Augusto Silva and Mario Ghio Junior (“Other Companies”);


 


Cogna, EDE and Other Companies, hereinafter
referred to jointly as “Parties” and, individually, as “Party”.


 


WHEREAS:


 


(i) the Parties are part of the same economic
group, hereinafter referred to as “Economic Group”;


 


(ii) the Economic Group, in general, has
as its purpose the development of or participation as a partner or shareholder in companies that explore (i) the administration
of activities of early childhood education, elementary, secondary, high-school substitution program, pre-university, college, professional,
graduate studies, free courses and/or other related educational activities; and (ii) wholesale and retail trade, distribution,
import, export of textbooks, educational books, magazines and other publications aimed at early childhood education, elementary,
secondary, high-school substitution program, pre-university, higher, professional, graduate studies, free courses and/or other
related educational activities, as well as licensing for school and pedagogical products;


 


(iii) the Economic Group intends to optimize
its activities by sharing structures related to (i) Investor Relations, (ii) Legal, (iii) Product, Management and Expansion, (iv)
Digital Technology and Transformation, (v) Finances, and (vi) Human Resources (“HR”), the Shared Services Center (“CSC”)
and Infrastructure, provided that such list is not exhaustive, which conduct business that are deemed secondary activities not
included in the business purpose of any of the Parties (“Secondary Activities”), to meet common needs;


 


(iv) the Secondary Activities subject to
sharing shall be used by the Parties, according to their operational needs;


 


(v) Cogna, or other Parties to be designated,
shall manage the conduction of the Secondary Activities and, therefore, shall bear all the common costs and expenses arising from
such activities (“Expenses”); and


 


(vi) the Expenses arising from the Secondary
Activities shall be apportioned between the Parties, under the expense sharing regime so that part of the Expenses borne by a certain
Party shall be reimbursed by the other Parties.


 


NOW, THEREFORE, the Parties hereby
enter into this Expenses Sharing Agreement


 




     


     


    

(“Agreement”), which shall
be governed by the terms and conditions set out below.


 


1. PURPOSE


 


1.1. The purpose of this
Agreement is the sharing of the Secondary Activities between the Parties and the apportionment of the corresponding expenses, as
provided for in detail in Section 2 below.


 


1.2. The expenses to
be apportioned under this Agreement are the Expenses related to the following activities: i) Investor Relations: Representation
of the company and its controlled companies before investors and the financial market, including supply of information, performance
of events and support to investors, ii) Legal: Representation, monitoring and settlement in/of lawsuit, interface with external
offices, issuance of reports, preventive advice in litigation, monitoring of supplies, writing, analysis and management of contracts
of any nature; internal controls, and corporate compliance, internal corporate governance of governance boards and committees before
market and sector regulatory agents, iii) Product, Management and Expansion: Planning, control and performance of projects of the
business units (“BU” or “BUs”), including mergers and acquisitions, iv) Digital Technology and Transformation:
Management and maintenance of Infrastructure and networks, development and maintenance of corporate systems and technology business
architecture, v) Finances: Management and operation of supply chain, control of income, costs, expenses and assets, tax and fiscal
planning, financial statements, corporate budget and treasury, vi) Human Resources, CSC and Infrastructure: Union and labor relations,
recruitment and selection, internal corporate consultancy, training and development, internal communication and HR performance.
Management of back office services (CSC), such as financial operations, management of personnel, Occupational Safety and Health
Engineering (“SESMT”), and continuous improvement. Maintenance and management of the real properties of the company
and its controlled companies.


 


1.2.1. The list of Expenses
above is not exhaustive, and this Agreement includes the apportionment of any and all corporate or administrative expenses that
are not subject to be directly allocated to one single Party.


 


1.3. The Parties shall
reimburse the Party that bore the cost of a certain Expense for any and all Expenses incurred by it, in relation to the Secondary
Activities actually used by the Parties, according to the criteria described in Section 2.1 below.


 


2. APPORTIONMENT POLICY


 


2.1. For purposes of
determining the amount of Expenses to be subject of the apportionment and reimbursement, the Parties shall adopt the criteria of
realized Net Operating Revenue (“ROL”), where the percentage of each of the parties shall be defined based on the representativeness
of the ROL of the respective Party in respect of the ROL of all the Parties, so that the percentage of the transfer shall be defined
in the preceding year and applied to the year in which the apportionment is in effect.


 


2.1.1. The criteria above
may be subject to annual adjustments and reviews.


 


2.2. The Parties agree
that the calculation of Expenses to be reimbursed based on the above criteria shall be done by EDE, and the former reserves the
right to revise such calculations.


 


2.2.1. EDE undertakes
to prepare monthly spreadsheets of shared activities, identifying which Expenses shall be reimbursed by the Parties to the Party
that actually bore such Expenses issued for the account and order of the Corresponding Party, through a debit note, under the terms
of this Agreement.


 


2.2.2. The Expenses to
be apportioned and reimbursed shall be evidenced in a Statement of Income of the Year (“DRE”) to be prepared by EDE
on behalf of the Corresponding Party.


 




     


     


    

2.3. Each of the Parties
shall keep, for the period required by law, all documentation used in the writing of the books, including, without limitation,
tax invoices, invoices/trade bills, tax and contribution payment forms, bank slips, proof of deposit and contracts in general,
in perfect order and in specific files, for any consultation, by the other Party, which may be requested at any time.


 


3. FORM, PAYMENT TERMS AND CONDITIONS


 


3.1. The reimbursement
of Expenses related to a given calendar month shall be presented by EDE, on behalf of the Corresponding Party, by the tenth business
day of the month following the knowledge of Expenses and shall be reimbursed up to thirty (30) days after the issue of the sharing
charge.


 


3.2. In the event of
late payment described in Section 3.1. above, the amount shall be levied on the overdue amount, in addition to the pro rata die
inflation restatement, calculated by the accumulated percentage variation of the Broad National Consumer Price Index (“IPCA”)
or, in the absence or impossibility of its application, based on the variation of the IGP-DI or IPC of FGV, or another that may
replace them, a non-compensatory fine of two percent (2%) on the amounts due, and default interest at the rate of one percent (1.0%)
per month.


 


4. ACCOUNTING


 


4.1. Each Party shall
recognize as an expense in its accounting only the amount actually borne after the apportionment of Expenses provided for in this
Agreement.


 


5. TERM AND TERMINATION


 


5.1. This Agreement shall
remain in force for the period of one year counted from its signature, being automatically renewed for the same period, except
in the case of questioning by either Party.


 


5.2. This Agreement shall
be considered immediately terminated, without the need for prior communication between the Parties, in the event of a change in
the shareholding control of any of the Parties that implies the withdrawal of one of them from the Economic Group.


 


5.3. At any time, either
Party may unilaterally terminate this Agreement, by giving written notice to the other Party at least ninety (90) days in advance.


 


6. CONFIDENTIALITY


 


6.1. The term “Confidential
Information”, for the purposes of this Agreement, shall include all disclosures made by either Party to the other and to
their respective affiliates, officers, directors, employees and agents, either verbally or in writing, even if any such disclosure
is identified as such or is signed as “Confidential”, “All Rights Reserved”, or similar connotation designation.
Each Party agrees that any Confidential Information that has been, or shall be disclosed (directly or indirectly) to them shall
be kept confidential by the receiving Party and its respective officers, directors, employees and agents, and shall not be disclosed
by any receiving Party, its respective officers, directors, employees and agents to any third parties, without the prior express
consent of the disclosing Party. The Information shall not be considered “Confidential Information” when:


 


a) is or becomes of general knowledge other
than as a result of disclosure by the Parties;


 


b) has been made available to the Parties
without confidentiality prior to its disclosure under the terms of this Agreement;


 


c) is or becomes available to the Parties
without confidentiality from a person other than the Parties who, to the best of their knowledge, is not otherwise bound by confidentiality
obligations to the Parties; or


 


d) is developed by the Parties independently.


 




     


     


    

6.2. If the Parties or
any of their respective officers, directors, employees and agents are required to disclose any Confidential Information under the
terms of any applicable law, they must, in advance, inform such Party to the holder of the Confidential Information.


 


7. MISCELLANEOUS PROVISIONS


 


7.1. All communications
and notices arising from this Agreement shall be made in writing and shall be delivered in person, sent by registered letter, to
the address specified in the qualification of the Parties, or any other address that the parties specify by written notice.


 


7.2. Any and all modifications,
alterations or amendments to this Agreement shall only be valid if made by written instrument, signed by the Parties.


 


7.3. This Agreement binds
the Parties and their respective authorized successors. Neither Party may assign this Agreement, in whole or in part, without the
prior written consent of the other Party.


 


7.4. If any of the Parties
fails to exercise any of their rights, such failure cannot be considered a waiver or novation and shall not affect the subsequent
exercise of such rights.


 


8. JURISDICTION


 


8.1. The Parties elect
the jurisdiction of the Judicial District of São Paulo, State of São Paulo, to settle any doubts and/or questions
arising from this Agreement, waiving any other, however privileged it may be.


 


And, in witness whereof, the Parties execute
this instrument in two (2) counterparts of the same content and form, for one purpose, together with the two (2) undersigned witnesses.


 


January 21, 2020


 


Cogna Educação S.A.


	(sgd)	(sgd)
	César Augusto Silva	Leonardo Augusto Leão Lara
	Controllership Director	General Counsel
	Identity Card (RG): [****]	(illegible)
	
        Individual Taxpayers’ Register (CPF):
        [****]

        

        [****]

        
	 


 


Editora Distribuidora Educacional
S.A.


	(sgd)	(sgd)
	César Augusto Silva	Leonardo Augusto Leão Lara
	Controllership Director	General Counsel
	Identity Card (RG): [****]	(illegible)
	
        Individual Taxpayers’ Register (CPF):
        [****]

        

        [****]

        
	 


 


Other Companies


	(sgd)	(sgd)
	César Augusto Silva	Leonardo Augusto Leão Lara




     


     


    

	Controllership Director	General Counsel
	Identity Card (RG): [****]	(illegible)
	
        Individual Taxpayers’ Register
(CPF): [****]

        [****]
	 


 


Witnesses: 


	1. (sgd)	2. (sgd)
	Name: Juliana P. I. G. Camargo	Name: Cleyton Pereira da Silva
	Identity Card (RG): [****]	Identity Card (RG): [****]
	
        Individual Taxpayers’ Register (CPF/MF):

        

        [****] 
	
        Individual Taxpayers’ Register (CPF/MF):

        

        [****] 



 


EXHIBIT I


 


List of the Other Companies that are
Parties to the Agreement





	



 







     


     


    

 


 


 






     


     


    

 


 


 









     


     


    

 


 


 


SP - 27082399v1


 


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