EX-10.17





 Exhibit 10.17 

AMENDMENT TO THE DISTRIBUTION AGREEMENT 

By this private instrument: 
 On the one part, 

I) EDITORA ÁTICA S.A., a joint-stock company with its principal place of business at Avenida das Nações Unidas, 7221, 3rd floor, sector A, Pinheiros, Postal Code 05.425-902, in the City of São Paulo, State of São Paulo, enrolled with the National Corporate Taxpayers
Register of the Ministry of Finance (CNPJ/MF) under No. 61.259.958/0001-96, EDITORA SCIPIONE S.A., a joint-stock company with its principal place of business at Avenida das Nações
Unidas, 7221, 1st floor, sector D, Pinheiros, Postal Code 05425-902, in the City of São Paulo, State of São Paulo, enrolled with the CNPJ/MF under
No. 44.127.355/0001-11, and SARAIVA EDUCAÇÃO S.A., a joint-stock company with its principal place of business at Rodovia Presidente Dutra, km 136, block 4, module 5, Eugênio de
Melo, Postal Code 12247-004, in the City of São José dos Campos, State of São Paulo, enrolled with the CNPJ/MF under No. 50.268.838/0001-39,
herein represented in the form of their By-Laws, hereinafter jointly referred to simply as “PUBLISHING HOUSE”:  

and, on the other part, 
 II) SAMPAIO E OLIVEIRA DISTRIBUIDORA
DE LIVROS LTDA., a private company with its principal place of business at AVENIDA FILOMENO GOMES, 670—JACARECANGA, FORTALEZA/CE, Postal Code: 60010-281, enrolled with the CNPJ/MF under No. 22.534.185/0001-57, herein represented in the form of its Articles of Association, hereinafter simply referred to as “DISTRIBUTOR”.  

the PUBLISHING COMPANY and the DISTRIBUTOR are hereinafter jointly referred to as “Parties” and individually and indistinctly as
“Party”.  
 WHEREAS: 

A) the PUBLISHING HOUSE and the DISTRIBUTOR executed, on August 1st, 2018, the Distribution
Agreement (“Agreement”), for distribution, by the DISTRIBUTOR, of the PUBLISHING HOUSE’s Products in the Area of Operation encompassed by all municipalities of the State of Ceará;  

B) the term of the Agreement shall end on July 31, 2019, and therefore the Parties mutually agree to extend the term for another year, from August
1st, 2019 to July 31, 2020. 
 NOW, THEREFORE, the Parties resolve to execute this Amendment to
the Agreement (“Amendment”), which shall be governed by the following terms and conditions they mutually agree, as follows: 

SECTION I- TERM 

1.1. By means of this Amendment, the Parties agree to renew the term of the Agreement for another year, as from August 1st, 2019. 
 SECTION II—AMENDMENT TO THE SECTION ON THE SUBJECT MATTER AND EXHIBIT I 

2.1. The Parties mutually resolve to amend item 1.1.2, for it to read with the following wording: 

“1.1.2. During effectiveness of this Agreement, the Product catalogue, which is contained in Exhibit I attached hereto, may be amended at any
time, at the sole discretion of the PUBLISHING HOUSE, or the inclusion or exclusion of Products, upon change of the Product in the distributor portal. The new catalogue may be consulted by means of the electronic address
http://portaldodistribuidor.abrileducacao.com.br, which contains the entire portfolio of the publishing houses and which shall be effective immediately, substituting the previous catalogue(s) and becoming an integral part of the Agreement as
the new Exhibit I.” 












 2.2. The Parties resolve to amend item 1.3.2, for it to read with the following wording: 

“1.3.2. In consideration for the prohibition set forth in Section 1.3., item (ii) above, the DISTRIBUTOR shall be entitled to receive
amounts corresponding to four percent (4%) of the total amount of the net sales of Products made by the PUBLISHING HOUSE under the Partnership Agreement in question, to be paid under the same conditions and within the same terms set forth in the
Partnership Agreement, it being understood that any payment to the DISTRIBUTOR shall be conditional upon actual receipt of the respective consideration by the PUBLISHING HOUSE from the respective school. The amounts set forth in this
Section 1.3.2. shall only be deemed due in the event that this Distribution Agreement is in effect at the time of the payment received by the PUBLISHING HOUSE.” 

SECTION III—INCLUSION OF NEW CONDITIONS IN THE RETURN OF THE PRODUCTS 

3.1. The Parties mutually resolve to include item 2.6.4, which shall read with the following wording: 

“2.6.4. The returns set forth in item 2.6.1 of the base order shall have an additional percentage of six percent (6%) for the collections / works
listed in Exhibit III – List of the works/collections for additional return of order, which are attached to this amendment, acquired in the period of the base order, I and II phases, provided the amount of the net financial target is
reached.” 
 SECTION IV- INCLUSION OF OTHER CONDITIONS IN THE SECTION ON PRICE AND PAYMENT CONDITIONS

 4.1 The Parties resolve to include the items specified below in Section Three of the Agreement, which shall read with the following wording: 

“3.6. Based on article 290 of the Civil Code, the DISTRIBUTOR represents to be expressly aware that the credits originating from this Agreement may be
subject to credit assignment, irrespective of prior consent. 
 3.7. In the event of late payment in excess of thirty (30) days as from the
maturity date, the PUBLISHING HOUSE is hereby authorized to act as follows: to issue against the DISTRIBUTOR the applicable credit instruments, to make the collection by the means set forth in the common applicable law, to send the overdue bank bill
to the Protest Office, to include the DISTRIBUTOR’s name in legally created credit protection records or services—SCPC Boa Vista/SPC/SERASA 

3.8. Any forbearance by the PUBLISHING HOUSE with respect to possible violations committed by the DISTRIBUTOR, as well as failure by the PUBLISHING HOUSE
to exercise any right or prerogative granted to it under this Agreement shall neither result in an amendment to this Agreement nor in a change in or wavier of said rights or prerogatives, which may be exercised at any time. 

3.9. In the event of late payment in excess of thirty (30) days as from the maturity date, the DISTRIBUTOR is hereby authorized to act as follows: to
suspend any sales to the DISTRIBUTOR, to cancel purchase orders and to suspend the delivery of bonus. 
 3.10. The obligations originating from this
Agreement are binding upon the Parties, their successors and assignees on any account. 
 3.11. In case the PUBLISHING HOUSE is required to resort to
the courts to exercise its rights set forth in this Agreement, the DISTRIBUTOR shall further incur all costs, procedural expenses and attorneys’ fees.” 

SECTION V—EXCLUSION OF THE MINIMUM STOCK SET FORTH IN SECTION FOUR 

5.1. The Parties mutually resolve to exclude item 4.1 (i) and to substitute Exhibit III—Minimum Stock, as specified in section 3.1 above, and therefore
section 4.1 shall now read as follows: 
 “4.1 The DISTRIBUTOR hereby accepts, agrees and commits, under penalty of termination of the Agreement
pursuant to the provisions of Section 9.4, without prejudice to the other applicable penalties, to: (i) make a purchase order in a minimum quantity for the supply of previous stock of Products for the subsequent school period, in all its
phases, which shall be mandatory and not conditional upon the volume existing in the DISTRIBUTOR’s stock, the total amount of 












 which shall be calculated based on the parameters set forth in Exhibit IV to this Agreement
(“Base Order”), which is attached hereto; and (iii) acquire the new Products launched by the Publishing House, in the quantities and in accordance with the instructions set forth in Exhibit VII (“Novelty
Share”) attached hereto.” 
 5.2. The Parties mutually resolve to exclude the minimum stock of item 4.2, and therefore section 4.2 shall
now read as follows: 
 “4.2 In addition to the obligations relating to Base Order and Novelty Share set forth in Section 4.1. above, of Exhibit
VII, the DISTRIBUTOR hereby agrees to reach and achieve the targets mutually agreed between the Parties (“Targets”), which shall be disclosed by the PUBLISHING HOUSE after the end of the current commercial year, consistently with the
definition of the school lists and market dimensioning, considering the total number of students of each region.” 
 SECTION
VI—SUBSTITUTION OF EXHIBITS 
 6.1. The Parties resolve to substitute the following Exhibits: Exhibit IV—Base Order, Exhibit V—Area of
Operation and Exhibit VI—Somos Code of Conduct, according to the documents attached to this amendment. 
 SECTION VII—AMENDMENT TO THE FINAL
PROVISIONS 
 7.1. The Parties resolve to amend item 14.2 of the Agreement for it to read with the following wording: 

“14.2. Irrespective of the provisions of Section 14.1 above, the PUBLISHING HOUSE may assign or transfer, in any form, wholly or in part, the
rights or obligations set forth in the Agreement to any company of its economic group, or promote the corporate restructuring within the economic group, without the need for prior authorization by the DISTRIBUTOR.” 

SECTION VIII—GENERAL PROVISIONS 
 8.1. All
other clauses and conditions of the Agreement not expressly modified by means of this Amendment remain unchanged. 
 IN WITNESS WHEREOF, the Parties sign
this Amendment to the Agreement in two (2) counterparts of same contents and form, in the presence of two (2) witnesses, for the production of all legal effects. 
  

			
	 São Paulo, August 1st, 2019.

 
 EDITORA ÁTICA S.A.

		
	(sgd)	  	 (sgd)

	By: Alex Miyazaki	  	 By: Volnei Korzenieski

	Title: Identity Card (RG): [****]	  	 Title: Identity Card (RG): [****]

	
	 EDITORA SCIPIONE S.A.

		
	(sgd)	  	 (sgd)

	By: Alex Miyazaki	  	 By: Volnei Korzenieski

	Title: Identity Card (RG): [****]	  	 Title: Identity Card (RG): [****]

	
	 SARAIVA EDUCAÇÃO S.A.

		
	(sgd)	  	 (sgd)

	By: Alex Miyazaki	  	 By: Volnei Korzenieski

	Title: Identity Card (RG): [****]	  	 Title: Identity Card (RG): [****]















			
	
	SAMPAIO E OLIVEIRA DISTRIBUIDORA DE LIVROS LTDA
	(sgd)	  	(sgd)
	By: Lúcia de Fátima Oliveira Sampaio	  	By: Paulo Robério Leite Sampaio
		
	SAMPAIO & OLIVEIRA DISTRIBUIDORA	  	SAMPAIO & OLIVEIRA DISTRIBUIDORA
	DE LIVROS LTDA	  	DE LIVROS LTDA
	Title: Officer	  	Title: Officer
		
	Witnesses:	  	
		
	(sgd)	  	(sgd)
	Name: Iracilda da Conceição 	  	Name: Sheila de Oliveira Furlan
	Identity Card (RG): [****]	  	Identity Card (RG): [****]
		  	Taxpayer Card (CPF): [****]

 EXHIBIT I 

Products 
 All active products for sale are
available in the Customer Portal at the electronic address: http://portaldodistribuidor.abrileducacao.com.br 
 EXHIBIT II 

Discount Percentages, Terms of Payment, Increase Percentages for the acquisition of Products by the DISTRIBUTOR; 

1. Discount Percentages. As set forth in Section 3.1 of the Agreement, the DISTRIBUTOR agrees to acquire the Products for the prices in effect on
the date of the respective purchase orders, after deduction of the percentages set forth below: 
  

					
	 Segment
	  	Discount	 
	 Didactic books
	  	 	41	% 
	 Child Literature
	  	 	48	% 
	 Youth Literature
	  	 	45	% 
	 Supplementary educational books
	  	 	45	% 
	 Atlases/Dictionaries
	  	 	48	% 

 2. Terms for Payment. Pursuant to the provisions of Section 3.2.1 of the Agreement, the DISTRIBUTOR
shall observe the terms for payment of the Products as established below: 
  

			
	 Segment
	  	Payment
Term
	 Didactic books
	  	65DFS
	 Child Literature
	  	65DFS
	 Youth Literature
	  	65DFS
	 Supplementary educational books
	  	65DFS
	 Atlases/Dictionaries
	  	65DFS













 3. Base Order. Discount percentages and Terms for payment of the BASE ORDER: 

FIRST PHASE 
  

																																	
	 DIDACTIC BOOKS
	 
	 PLAN
	  	DISCOUNT	 	 	INSTALLMENT
PLAN	 	  	MATURITY DATES	 
	 Condition 1
	  	 	41.0	% 	 	 	4 Installments	 	  	 	03/01/2020	 	  	 	04/01/2020	 	  	 	05/01/2020	 	  	 	06/01/2020	 	  	 	—  	 	  	 	—  	 
	 Condition 2
	  	 	39.5	% 	 	 	5 Installments	 	  	 	04/02/2020	 	  	 	04/23/2020	 	  	 	05/14/2020	 	  	 	06/04/2020	 	  	 	06/25/2020	 	  	 	—  	 
	 Condition 3
	  	 	38.0	% 	 	 	6 Installments	 	  	 	05/03/2020	 	  	 	05/24/2020	 	  	 	06/14/2020	 	  	 	07/05/2020	 	  	 	07/26/2020	 	  	 	08/16/2020	 
	
	 CHILD LITERATURE
	 
	 PLAN
	  	DISCOUNT	 	 	INSTALLMENT
PLAN	 	  	MATURITY DATES	 
	 Condition 1
	  	 	48.0	% 	 	 	4 Installments	 	  	 	03/01/2020	 	  	 	04/01/2020	 	  	 	05/01/2020	 	  	 	06/01/2020	 	  				  			
	 Condition 2
	  	 	46.5	% 	 	 	5 Installments	 	  	 	04/02/2020	 	  	 	04/23/2020	 	  	 	05/14/2020	 	  	 	06/04/2020	 	  	 	06/25/2020	 	  	 	—  	 
	 Condition 3
	  	 	45.0	% 	 	 	6 Installments	 	  	 	05/03/2020	 	  	 	05/24/2020	 	  	 	06/14/2020	 	  	 	07/05/2020	 	  	 	07/26/2020	 	  	 	08/16/2020	 
	
	 YOUTH LITERATURE AND SUPPLEMENTARY DIDACTIC BOOKS
	 
	 PLAN
	  	DISCOUNT	 	 	INSTALLMENT
PLAN	 	  	MATURITY DATES	 
									
	 Condition 1
	  	 	45.0	% 	 	 	4 Installments	 	  	 	03/01/2020	 	  	 	04/01/2020	 	  	 	05/01/2020	 	  	 	06/01/2020	 	  	 	—  	 	  	 	—  	 
	 Condition 2
	  	 	43.5	% 	 	 	5 Installments	 	  	 	04/02/2020	 	  	 	04/23/2020	 	  	 	05/14/2020	 	  	 	06/04/2020	 	  	 	06/25/2020	 	  	 	—  	 
	 Condition 3
	  	 	42.0	% 	 	 	6 Installments	 	  	 	05/03/2020	 	  	 	05/24/2020	 	  	 	06/14/2020	 	  	 	07/05/2020	 	  	 	07/26/2020	 	  	 	08/16/2020	 
	
	 ATLASES/DICTIONARIES
	 
	 PLAN
	  	DISCOUNT	 	 	INSTALLMENT
PLAN	 	  	MATURITY DATES	 
	 Condition 1
	  	 	48.0	% 	 	 	4 Installments	 	  	 	03/01/2020	 	  	 	04/01/2020	 	  	 	05/01/2020	 	  	 	06/01/2020	 	  	 	—  	 	  	 	—  	 
	 Condition 2
	  	 	46.5	% 	 	 	5 Installments	 	  	 	04/02/2020	 	  	 	04/23/2020	 	  	 	05/14/2020	 	  	 	06/04/2020	 	  	 	06/25/2020	 	  	 	—  	 
	 Condition 3
	  	 	45.0	% 	 	 	6 Installments	 	  	 	05/03/2020	 	  	 	05/24/2020	 	  	 	06/14/2020	 	  	 	07/05/2020	 	  	 	07/26/2020	 	  	 	08/16/2020	 

 SECOND PHASE 

 

																									
	 DIDACTIC BOOKS
	 
	 PLAN
	  	DISCOUNT	 	 	INSTALLMENT
PLAN	 	  	MATURITY DATES	 
	 Condition 1
	  	 	41.0	% 	 	 	3 Installments	 	  	 	04/15/2020	 	  	 	05/15/2020	 	  	 	06/15/2020	 	  	 	—  	 
	 Condition 2
	  	 	39.5	% 	 	 	3 Installments	 	  	 	05/10/2020	 	  	 	05/31/2020	 	  	 	06/21/2020	 	  	 	—  	 
	 Condition 3
	  	 	38.0	% 	 	 	4 Installments	 	  	 	06/11/2020	 	  	 	07/02/2020	 	  	 	07/23/2020	 	  	 	08/13/2020	 














																							
	
	 CHILD LITERATURE
	 
	 PLAN
	  	DISCOUNT	 	 	INSTALLMENT
PLAN	  	MATURITY DATES	 
	 Condition 1
	  	 	48.0	% 	 	3 Installments	  	 	04/15/2020	 	  	 	05/15/2020	 	  	 	06/15/2020	 	  	 	—  	 
	 Condition 2
	  	 	46.5	% 	 	3 Installments	  	 	05/10/2020	 	  	 	05/31/2020	 	  	 	06/21/2020	 	  	 	—  	 
	 Condition 3
	  	 	45.0	% 	 	4 Installments	  	 	06/11/2020	 	  	 	07/02/2020	 	  	 	07/23/2020	 	  	 	08/13/2020	 
	
	YOUTH LITERATURE AND SUPPLEMENTARY DIDACTIC BOOKS	 
	 PLAN
	  	DISCOUNT	 	 	NSTALLMENT
PLAN	  	MATURITY DATES	 
	 Condition 1
	  	 	45.0	% 	 	3 Installments	  	 	04/15/2020	 	  	 	05/15/2020	 	  	 	06/15/2020	 	  	 	—  	 
	 Condition 2
	  	 	43.5	% 	 	3 Installments	  	 	05/10/2020	 	  	 	05/31/2020	 	  	 	06/21/2020	 	  	 	—  	 
	 Condition 3
	  	 	42.0	% 	 	4 Installments	  	 	06/11/2020	 	  	 	07/02/2020	 	  	 	07/23/2020	 	  	 	08/13/2020	 
	
	ATLASES/DICTIONARIES	 
	 PLAN
	  	DISCOUNT	 	 	INSTALLMENT
PLAN	  	MATURITY DATES	 
	 Condition 1
	  	 	48.0%	 	 	3 Installments	  	 	04/15/2020	 	  	 	05/15/2020	 	  	 	06/15/2020	 	  	 	—  	 
	 Condition 2
	  	 	46.5	% 	 	3 Installments	  	 	05/10/2020	 	  	 	05/31/2020	 	  	 	06/21/2020	 	  	 	—  	 
	 Condition 3
	  	 	45.0	% 	 	4 Installments	  	 	06/11/2020	 	  	 	07/02/2020	 	  	 	07/23/2020	 	  	 	08/13/2020	 

 4. Increase Percentages. As provided in Section 6.1 (a) of the Agreement, in the sales made in the private market,
the DISTRIBUTOR may increase up to 5% of the original amounts of the prices suggested by the PUBLISHING HOUSE for the Products. 
 EXHIBIT
III 
 List of the works/collections for additional return base order 

 

									
	 International

Standard
 Book Number

(ISBN)
	  	 Segment
	  	 Volume /

Series 
	  	 Collection
	  	 Work

	 9788547234218
	  	 Primary School
	  	 1st Grade
	  	 Ligamundo
	  	 Ligamundo
Ciências 1st Grade

	 9788547234232
	  	 Primary School
	  	 2nd Grade
	  	 Ligamundo
	  	 Ligamundo Ciências 2nd
Grade

	 9788547234256
	  	 Primary School
	  	 3rd Grade
	  	 Ligamundo
	  	 Ligamundo Ciências 3rd
Grade

	 9788547234270
	  	 Primary School
	  	 4th Grade
	  	 Ligamundo
	  	 Ligamundo Ciências 4th
Grade

	 9788547234294
	  	 Primary School
	  	 5th Grade
	  	 Ligamundo
	  	 Ligamundo Ciências 5th
Grade

	 9788547234317
	  	 Primary School
	  	 1st Grade
	  	 Ligamundo
	  	 Ligamundo Geografia 1st Grade

	 9788547234331
	  	 Primary School
	  	 2nd Grade
	  	 Ligamundo
	  	 Ligamundo Geografia 2nd Grade















									
	9788547234355	  	Primary School	  	3rd Grade	  	Ligamundo	  	Ligamundo Geografia 3rd Grade
	9788547234379	  	Primary School	  	4th Grade	  	Ligamundo	  	Ligamundo Geografia 4th Grade
	9788547234393	  	Primary School	  	5th Grade	  	Ligamundo	  	Ligamundo Geografia 5th Grade
	9788547234416	  	Primary School	  	1st Grade	  	Ligamundo	  	Ligamundo História 1st Grade
	9788547234430	  	Primary School	  	2nd Grade	  	Ligamundo	  	Ligamundo História 2nd Grade
	9788547234454	  	Primary School	  	3rd Grade	  	Ligamundo	  	Ligamundo História 3rd Grade
	9788547234478	  	Primary School	  	4th Grade	  	Ligamundo	  	Ligamundo História 4th Grade
	9788547234492	  	Primary School	  	5th Grade	  	Ligamundo	  	Ligamundo História 5th Grade
	9788547234614	  	Primary School	  	1st Grade	  	Ligamundo	  	Ligamundo Matemática 1st Grade
	9788547234638	  	Primary School	  	2nd Grade	  	Ligamundo	  	Ligamundo Matemática 2nd Grade
	9788547234652	  	Primary School	  	3rd Grade	  	Ligamundo	  	Ligamundo Matemática 3rd Grade
	9788547234676	  	Primary School	  	4th Grade	  	Ligamundo	  	Ligamundo Matemática 4th Grade
	9788547234690	  	Primary School	  	5th Grade	  	Ligamundo	  	Ligamundo Matemática 5th Grade
	9788547234515	  	Primary School	  	1st Grade	  	Ligamundo	  	Ligamundo Português 1st Grade
	9788547234539	  	Primary School	  	2nd Grade	  	Ligamundo	  	Ligamundo Português 2nd Grade
	9788547234553	  	Primary School	  	3rd Grade	  	Ligamundo	  	Ligamundo Português 3rd Grade
	9788547234577	  	Primary School	  	4th Grade	  	Ligamundo	  	Ligamundo Português 4th Grade
	9788547234591	  	Primary School	  	5th Grade	  	Ligamundo	  	Ligamundo Português 5th Grade
	9788547401900	  	Primary School	  	1st Grade	  	Marcha Criança	  	Marcha Criança Ciências
	9788547401924	  	Primary School	  	2nd Grade	  	Marcha Criança	  	Marcha Criança Ciências
	9788547401948	  	Primary School	  	3rd Grade	  	Marcha Criança	  	Marcha Criança Ciências
	9788547401962	  	Primary School	  	4th Grade	  	Marcha Criança	  	Marcha Criança Ciências
	9788547401986	  	Primary School	  	5th Grade	  	Marcha Criança	  	Marcha Criança Ciências
	9788547402037	  	Primary School	  	1st Grade	  	Marcha Criança	  	Marcha Criança História E Geografia
	9788547402075	  	Primary School	  	2nd Grade	  	Marcha Criança	  	Marcha Criança História E Geografia
	9788547402105	  	Primary School	  	3rd Grade	  	Marcha Criança	  	Marcha Criança História E Geografia
	9788547402129	  	Primary School	  	4th Grade	  	Marcha Criança	  	Marcha Criança História E Geografia
	9788547402143	  	Primary School	  	5th Grade	  	Marcha Criança	  	Marcha Criança História E Geografia
	9788547402167	  	Primary School	  	1st Grade	  	Marcha Criança	  	Marcha Criança Língua Portuguesa
	9788547402181	  	Primary School	  	2nd Grade	  	Marcha Criança	  	Marcha Criança Língua Portuguesa
	9788547402204	  	Primary School	  	3rd Grade	  	Marcha Criança	  	Marcha Criança Língua Portuguesa














									
	9788547402228	  	Primary School	  	4th Grade	  	Marcha Criança	  	Marcha Criança Língua Portuguesa
	9788547402242	  	Primary School	  	5th Grade	  	Marcha Criança	  	Marcha Criança Língua Portuguesa
	9788547402266	  	Primary School	  	1st Grade	  	Marcha Criança	  	Marcha Criança Matemática
	9788547402280	  	Primary School	  	2nd Grade	  	Marcha Criança	  	Marcha Criança Matemática
	9788547402303	  	Primary School	  	3rd Grade	  	Marcha Criança	  	Marcha Criança Matemática
	9788547402327	  	Primary School	  	4th Grade	  	Marcha Criança	  	Marcha Criança Matemática
	9788547402341	  	Primary School	  	5th Grade	  	Marcha Criança	  	Marcha Criança Matemática
	Being prepared	  	Primary School	  	1st Grade	  	Port Linguagens	  	Português Linguagens -1st Grade
	Being prepared	  	Primary School	  	2nd Grade	  	Port Linguagens	  	Português Linguagens –2nd Grade
	Being prepared	  	Primary School	  	3rd Grade	  	Port Linguagens	  	Português Linguagens –3rd Grade
	Being prepared	  	Primary School	  	4th Grade	  	Port Linguagens	  	Português Linguagens –4th Grade
	Being prepared	  	Primary School	  	5th Grade	  	Port Linguagens	  	Português Linguagens –5th Grade
					
	 International

Standard
 Book Number

(ISBN)
	  	 Segment
	  	 Volume /

Series
	  	 Collection
	  	 Work

	9788557691919	  	Junior High School 	  	6th Grade	  	PORTUGUÊS: LINGUAGENS	  	Português: Linguagens – 6th grade
	9788557691933	  	Junior High School 	  	7th Grade	  	PORTUGUÊS: LINGUAGENS	  	Português: Linguagens – 7th grade
	9788557691957	  	Junior High School 	  	8th Grade	  	PORTUGUÊS: LINGUAGENS	  	Português: Linguagens – 8th grade
	9788557691971	  	Junior High School 	  	9th Grade	  	PORTUGUÊS: LINGUAGENS	  	Português: Linguagens – 9th grade
	9788508192946	  	Junior High School 	  	6th Grade	  	Teláris	  	Teláris Arte 6th grade
	9788508192960	  	Junior High School 	  	7th Grade	  	Teláris	  	Teláris Arte 7th grade
	9788508192984	  	Junior High School 	  	8th Grade	  	Teláris	  	Teláris Arte 8th grade
	9788508193004	  	Junior High School 	  	9th Grade	  	Teláris	  	Teláris Arte 9th grade
	9788547236793	  	Junior High School 	  	6th Grade	  	Companhia das Ciências	  	Companhia das Ciências 6th grade
	9788547236816	  	Junior High School 	  	7th Grade	  	Companhia das Ciências	  	Companhia das Ciências 7th grade
	9788547236830	  	Junior High School 	  	8th Grade	  	Companhia das Ciências	  	Companhia das Ciências 8th grade
	9788547236854	  	Junior High School	  	9th Grade	  	Companhia das Ciências	  	Companhia das Ciências 9th grade














									
	9788508193226	  	Junior High School	  	6th Grade	  	Teláris	  	Teláris Ciências 6th grade
	9788508193240	  	Junior High School	  	7th Grade	  	Teláris	  	Teláris Ciências 7th grade
	9788508193462	  	Junior High School	  	8th Grade	  	Teláris	  	Teláris Ciências 8th grade
	9788508193486	  	Junior High School	  	9th Grade	  	Teláris	  	Teláris Ciências 9th grade
	9788508193066	  	Junior High School	  	6th Grade	  	Teláris	  	Teláris Geografia 6th grade
	9788508193080	  	Junior High School	  	7th Grade	  	Teláris	  	Teláris Geografia 7th grade
	9788508193103	  	Junior High School	  	8th Grade	  	Teláris	  	Teláris Geografia 8th grade
	9788508193127	  	Junior High School	  	9th Grade	  	Teláris	  	Teláris Geografia 9th grade
	9788508193264	  	Junior High School	  	6th Grade	  	Teláris	  	Teláris História 6th grade
	9788508193288	  	Junior High School	  	7th Grade	  	Teláris	  	Teláris História 7th grade
	9788508193509	  	Junior High School	  	8th Grade	  	Teláris	  	Teláris História 8th grade
	9788508193523	  	Junior High School	  	9th Grade	  	Teláris	  	Teláris História 9th grade
	9788508193141	  	Junior High School	  	6th Grade	  	Teláris	  	Teláris Língua Portuguesa 6th grade
	9788508193165	  	Junior High School	  	7th Grade	  	Teláris	  	Teláris Língua Portuguesa 7th grade
	9788508193387	  	Junior High School	  	8th Grade	  	Teláris	  	Teláris Língua Portuguesa 8th grade
	9788508193400	  	Junior High School	  	9th Grade	  	Teláris	  	Teláris Língua Portuguesa 9th grade
	9788508193189	  	Junior High School	  	6th Grade	  	Teláris	  	Teláris Matemática 6th grade
	9788508193202	  	Junior High School	  	7th Grade	  	Teláris	  	Teláris Matemática 7th grade
	9788508193424	  	Junior High School	  	8th Grade	  	Teláris	  	Teláris Matemática 8th grade
	9788508193448	  	Junior High School	  	9th Grade	  	Teláris	  	Teláris Matemática 9th grade














									
	 International

Standard
 Book Number

(ISBN)
	  	 Segment
	  	 Volume/

Series
	  	 Collection
	  	 Work

	9788547233792	  	High School	  	Sophomore	  	CONECTE	  	Conecte Biologia—Volume 1
	9788547233815	  	High School	  	Junior	  	CONECTE	  	Conecte Biologia—Volume 2
	9788547233839	  	High School	  	Senior	  	CONECTE	  	Conecte Biologia—Volume 3
	9788547233853	  	High School	  	Single Volume	  	CONECTE	  	Conecte Filosofia – Single Volume
	9788547233723	  	High School	  	Sophomore	  	CONECTE	  	Conecte Física—Volume 1
	9788547234713	  	High School	  	Junior	  	CONECTE	  	Conecte Física—Volume 2
	9788547234737	  	High School	  	Senior	  	CONECTE	  	Conecte Física—Volume 3
	9788547233877	  	High School	  	Sophomore	  	CONECTE	  	Conecte História—Volume 1
	9788547233891	  	High School	  	Junior	  	CONECTE	  	Conecte História—Volume 2
	9788547233914	  	High School	  	Senior	  	CONECTE	  	Conecte História—Volume 3
	9788547233938	  	High School	  	Sophomore	  	CONECTE	  	Conecte Matemática—Volume 1
	9788547233952	  	High School	  	Junior	  	CONECTE	  	Conecte Matemática—Volume 2
	9788547233976	  	High School	  	Senior	  	CONECTE	  	Conecte Matemática—Volume 3
	9788502635104	  	High School	  	Single Volume	  	CONECTE	  	Conecte Matemática – Single Volume
	9788547233990	  	High School	  	Sophomore	  	CONECTE	  	Conecte Português Linguagens— Volume 1
	9788547234010	  	High School	  	Junior	  	CONECTE	  	Conecte Português Linguagens— Volume 2
	9788547234034	  	High School	  	Senior	  	CONECTE	  	Conecte Português Linguagens— Volume 3
	9788547234058	  	High School	  	Sophomore	  	CONECTE	  	Conecte Química—Volume 1
	9788547234072	  	High School	  	Junior	  	CONECTE	  	Conecte Química—Volume 2
	9788547234096	  	High School	  	Senior	  	CONECTE	  	Conecte Química—Volume 3
	9788547234119	  	High School	  	Single Volume	  	CONECTE	  	Conecte Sociologia – Single Volume
	9788547233761	  	High School	  	Sophomore	  	CONECTE	  	Conecte Geografia—Volume 1
	9788547234751	  	High School	  	Junior	  	CONECTE	  	Conecte Geografia—Volume 2
	9788547234775	  	High School	  	Senior	  	CONECTE	  	Conecte Geografia—Volume 3













 EXHIBIT IV 

Base Order 
 1. Base Order. Pursuant
to the provisions of Section 4.1 of the Agreement, the DISTRIBUTOR shall make a minimum Base Order for the purchase of Products, corresponding to the amount established below: 

 

	
	MINIMUM BASE ORDER COMMERCIAL YEAR 2019-2020
	(R$8,800,000.00) Eight million eight thousand Reais.

 2. The Base Order shall be made in two phases, as defined below, it being understood that the DISTRIBUTOR hereby agrees to
make the Base Order in full by December 31, 2019, it being understood that the following periods shall apply to each of the phases. 
  

			
	BASE ORDER PHASES
	1st Phase - 70%	  	November / 2019
	2nd PHASE - 30%	  	December / 2019

 3. For clarification purposes, the DISTRIBUTOR agrees to be aware that the Base Order shall be neither computed nor deducted
from the commercial Target to be established by mutual agreement between the parties, pursuant to the provisions of Section 4.2. 
 4. In the event of
noncompliance with the minimum Base Order within the agreed period, the DISTRIBUTOR shall incur the penalties set forth in the Agreement, as provided in Section 4.3. 

EXHIBIT V 

Municipalities that compose the Distribution Area 

The distribution area encompasses all Municipalities of the State of Ceará. 

EXHIBIT VI 
 SOMOS Code
of Conduct 
 The SOMOS code of conduct was separately sent and is an integral part of this agreement. 

EXHIBIT VII 
 Table per
Segment of the Novelty Share 
 Table of parameters for application of purchase orders of the novelty shares. 

 

					
	 Segment
	  	Quantities	 
	 Didactic Books
	  	 	0	 
	 Child Literature
	  	 	5	 
	 Youth Literature
	  	 	10	 
	 Supplementary educational books
	  	 	10	 
	 Atlases/Dictionaries
	  	 	5	 

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