Exhibit 10.4


 





INDEMNITY AGREEMENT


 


This Indemnity
Agreement (“Agreement”) is executed between the parties identified below


 


I. SOMOS
SISTEMAS DE ENSINO S.A., a joint-stock company with its principal place of business in the city of São José
dos Campos, State of São Paulo, at Rodovia Presidente Dutra, km 136, block 03, module 01, Eugenio de Melo, Postal Code
12247-004, enrolled with the National Corporate Taxpayers Register of the Ministry of Economy (CNPJ/ME) under No. 49.323.314/0001-14
(“Company”); and


 


II. KROTON
EDUCACIONAL S/A., a publicly-held corporation with its principal place of business in the city of Belo Horizonte, State of
Minas Gerais, at Rua Santa Madalena Sofia, 25, Postal Code 30380- 650, enrolled with the National Corporate Taxpayers Register
of the Ministry of Finance (CNPJ/MF) under No. 02.800.026/0001-40, herein represented in accordance with its By-Laws (“Kroton”).


 


The Company
and Cogna (sic) are hereinafter referred to as “Parties” or “Party”,


 


WHEREAS:


 


(I) Cogna
is a publicly-held company with its principal place of business in Brazil and the controlling shareholder of the Company;


 


(II) The
Parties are performing acts to implement a corporate restructuring according to which the activities of Cogna group involving
the production and sale of basic education, elementary and high school education systems, operation of preparatory courses for
college entrance exams and publishing activities shall be transferred to the Company, either directly or by means of its direct
or indirect subsidiaries.


 


NOW,
THEREFORE, the Parties resolve to execute this Agreement, which shall be governed by the following clauses and conditions:


 


Chapter
I Definitions and Interpretation


 


1.1.
Definitions. For purposes of this Agreement:


 


“Contingency
Communication” has the meaning attributed to it in Section 2.3;


 


“Contingencies”
means, jointly, (i) the lawsuits or administrative proceedings existing on the date hereof involving the Company or its direct
or indirect subsidiaries, or (ii) the lawsuits or administrative proceedings that may be brought as from the date hereof involving
the Company or its direct or indirect subsidiaries, provided the triggering event thereof are acts or events occurred until (and
including) December 31, 2019.


 


“Agreement”
has the meaning attributed to it in the Preamble;


 


“Deposit
Agreement” means the Deposit Agreement executed on October 1st, 2018, and subsequently amended on June 17,
2019, between Saber Serviços Educacionais SA, Banco Santander (Brasil) S.A. and Somos Educação S.A., among
others;


 


“Kroton”
has the meaning attributed to it in the Preamble;


 


“Law”
means any law, regulation, order, warrant, provisional remedy or decision not subject to appeal, normative instruction, instruction
opinion, circular, ordinance, decree or any administrative, judicial or arbitral act issued by any government authority;


 


“Party”
has the meaning attributed to it in the Preamble;


 


“Indemnifiable
Party” means a Person entitled to receive indemnity for Losses pursuant to the provisions of this Agreement;


 


“Losses”
means any and all loss, direct damage, cost, fine, penalty, expense, deposits in court, blocking


 




    	 



    	 



    


of assets,
loss (including interest, fine, adjustment for inflation, reasonable attorneys’ fees and court costs), provided they are
materialized in actual disbursement and excluding, in any case, consequential damages, loss of profits, pecuniary damages or moral
damages;


 


“Person”
means any individual, legal entity, condominium, consortium, probate estate, government authority, court or other entity governed
by public or private law, whether Brazilian or foreign, with legal personality or not, which is a subject of rights;


 


“Deposit
Agreement Funds” means the funds corresponding to a certain withheld installment within the scope of the purchase and
sale of Somos Educação S.A. by Saber Serviços Educacionais S.A. and of the redemption of shares approved
in the special shareholders’ meeting of Somos Educação S.A.; and


 


“Company”
has the meaning attributed to it in the Preamble.


 


Chapter
II Indemnity


 


2.1.
Indemnity for Business Contingencies. Cogna hereby agrees to indemnify and hold the Company and its direct or indirect
subsidiaries harmless with respect to any and all Losses they may suffer in relation to Contingencies, up to the maximum global
limit of one hundred and forty-nine million and six hundred thousand Reais (R$149,600,000.00), the balance of which shall be annually
adjusted as from January 1st of each year, considering the variation of the Interbank Certificate of Deposit (CDI)
in the period.


 


2.2. Reduction
in the Indemnity Amount. The following shall be deducted from the amount of any indemnity: (i) any insurance indemnity actually
paid to the Indemnifiable Party in relation to the respective Losses (less the amount of any discounts or other Loss the Indemnifiable
Party may suffer with the use of the respective insurance policy); and (ii) any indemnity, contribution or other payment
actually made or directly transferred to the Indemnifiable Party by any third party required to indemnify the respective losses
and damages (it being understood that the obligation to indemnify may not be conditional upon implementation of said indemnity,
contribution or other payment), including, but not limited to, any (sic) originating from release of the Deposit Agreement Funds.


 


2.3.
Indemnity Procedure. In case new Contingencies arise as from the date hereof the Losses of which are indemnifiable pursuant
to the provisions of this Agreement, the Indemnifiable Party shall previously communicate Kroton about it (“Contingency
Communication”), sending copies of the documentation and other available information about such Contingency. The Contingencies
already in progress on the date hereof do not need to be the subject of any Contingency Communication. The Indemnifiable Party
shall conduct the Contingency and its defense, except as otherwise indicated by Kroton.


 


2.3.1.
The indemnifiable Losses pursuant to the provisions of this Agreement shall be paid by Kroton, either directly or by a subsidiary,
to each Indemnifiable Party, (i) once a year, always by December 31 of each year in relation to the Losses due to that date, or
(ii) in advance, in case the total amount of the Losses incurred reaches the amount of ten million Reais (R$10,000,000.00).


 


Chapter
III Effectiveness


 


3.1.
Term of Effectiveness. This Agreement shall become effective on January 1st, 2020, and it shall remain effective
for the duration of the obligations to indemnify set forth therein.


 


3.2.
       This Agreement shall be automatically terminated, without any additional payment of
Indemnity being due by Kroton, in the event of transfer of the controlling interest of the Company and, in relation to each subsidiary
of the Company, in the event of transfer of the controlling interest of such subsidiary, including in relation to Contingencies
already in progress on that date and even if the liability for the indemnity of Losses of these Contingencies has been expressly
or tacitly acknowledged or accepted by Kroton, it being understood, however, that the Losses actually Indemnified by Kroton shall
remain valid.


 


Chapter
IV General Provisions


 


4.1.
Addresses for Notification. Any warning, notice, request or communication relating to this Agreement


 




    	 



    	 



    


shall be
sent to the Parties by letter (mail or courier) or e-mail, with proof of receipt, at the addresses informed in the preamble of
this Agreement. The notices and/or communications shall be deemed received (i) upon proof of receipt, if sent by letter (mail
or courier); or (ii) if by e-mail, on the date informed in the confirmation of receipt issued by the receiving e-mail.


 


4.2.
Amendments. This Agreement may only be amended by means of a written instrument signed by the Parties.


 


4.3.
Irrevocability and Irreversibility. This Agreement is irrevocably and irreversibly executed.


 


4.4.
Assignment. The Parties may neither assign nor transfer, wholly or in part, the rights and obligations originating from this Agreement
to any third party, except upon express and written authorization of the other Parties.


 


4.5.
Successors. This Agreement is binding upon the Parties, their heirs, successors and authorized assignees, on any account,
which shall exercise the rights and obligations set forth herein always jointly, so as to comply with everything that has been
established by the Party substituted by them.


 


4.6.
Waivers. The omission of any of the Parties, at any time, in relation to noncompliance with the terms, provisions or conditions
of this Indemnity Agreement or the failure to exercise any right set forth herein shall neither be a waiver of said right nor
affect such Party’s right to enforce these rights in the future. In case any of the provisions set forth in this Agreement
is deemed invalid, illegal or unenforceable, (i) the validity, legality or enforceability of the other provisions of this Agreement
shall not be affected thereby and (ii) the Parties shall negotiate, in good faith, the substitution of the invalid, illegal or
unenforceable provisions for valid, legal and enforceable provisions the effect of which is as near as possible to the effect
of the provisions deemed invalid, illegal or unenforceable.


 


4.7.
Governing Law and Jurisdiction – This Agreement shall be governed and construed in accordance with the laws of the
Federative Republic of Brazil. Any dispute, conflict or litigation resulting from, or relating to this Agreement shall be submitted
to the Courts of the Capital City of the State of São Paulo, with the exclusion of any other, no matter how privileged
it may be.


 


IN WITNESS
WHEREOF, the Parties execute this Agreement in three (3) counterparts of same contents, in the presence of the two (2) witnesses
indicated below.


 


São
Paulo, December 5, 2019


 


SOMOS
SISTEMAS DE ENSINO S.A.


	(sgd)	(sgd)
	Name:
    Mario Ghio	Name:
    Clovis Poggetti Jr
	Title:
    Chief Executive Officer	Title:
    Financial Vice-President


 


KROTON
EDUCACIONAL S/A


	(sgd)	(sgd)
	Name:
    Roberto Afonso Valério Neto	Name:
    Leonardo Augusto Leão Lara
	Chief
    Executive Officer	Legal
    Counsel
	Identity
Card (RG) [****] – Taxpayer Card

        (CPF)
[****]
	(illegible)
– Taxpayer Card (CPF) [****]

        [****]



 


WITNESSES:


	1.
    (sgd)	2.
    (sgd)
	Name: Amanda Alonso (illegible)	Name: Jeniffer A.M. Prado
	Identity
    Card (RG): RG: [****]	Identity
    Card (RG): [****]



 



    	 



    	 



    


	Taxpayer
    Card (CPF): [****]	 


Pages initialed.