EX-10.13





 Exhibit 10.13 

SOMOS EDUCAÇÃO 
 AGREEMENTS COVER

  

					
	Companies:	  	EDITORA ÁTICA	  	SOMOS EDUCAÇÃO
	Requesting Party:	  	REAL ESTATE MANAGEMENT	  	

 Document: Amendment to the lease agreement of the São José dos Campos CD. 

Notes from the Legal Department: 
 Notes from the area:

 To be signed by: 
 EDITORA ÁTICA

 Eduardo Silveira Mufarej and/or Daniel Cordeiro Amaral and/or Guilherme Figueiredo Maia Luz and/or Fernando Shayer and/or Thiago Conde Tourinho and/or
Guilherme Alves Melega and/or Cláudio Lensing 
 SOMOS EDUCAÇÃO 

Eduardo Silveira Mufarej and/or Daniel Cordeiro Amaral and/or Guilherme Figueiredo Maia Luz and/or Fernando Shayer and/or Guilherme Alves Mélega and/or
Thiago Conde Tourinho and/or Cláudio Lensing 
 INSTRUMENT OF ASSIGNMENT AND
1ST INSTRUMENT OF AMENDMENT TO 
 COMMERCIAL PROPERTY LEASE AGREEMENT 

By this private instrument and on the best terms of the law, the parties below: 

(i) SAN MICHELE EMPREENDIMENTOS COMERCIAIS LTDA., a limited business company enrolled with CNPJ/MF [National Corporate Taxpayers’ Register of the
Ministry of Finance] under No. 04.640.541/0001-35, with its principal place of business in the city of São Paulo, State of São Paulo, at Rua da Consolação, 348, suite 161,
Downtown, Postal Code 01302-000, herein represented pursuant to its articles of association, hereinafter referred to as “ORIGINAL LESSOR,” and 

(ii) QUERCE ADMINISTRAÇÃO DE BENS EIRELLI., a limited liability sole proprietorship enrolled with CNPJ/MF under No. 17.109.237/0001-08, with its principal place of business in the city of São Paulo, State of São Paulo, at Rua da Consolação, 348, suite 161, Downtown, Postal Code 01302-000, herein represented pursuant to its articles of association, hereinafter referred to as “QUERCE,” and 

(iii) RMS ADMINSTRAÇÃO DE BENS EIRELLI, a limited liability sole proprietorship, enrolled with CNPJ/MF under No. 17.109.244/0001-00, with its principal place of business in the city of São Paulo, State of São Paulo, at Rua da Consolação, 348, suite 161, Downtown, Postal Code 01302-000, herein represented pursuant to its articles of association, hereinafter simply referred to as “RMS,” and, jointly with QUERCE, hereinafter jointly referred to as
“NEW LESSORS,” and 
 (iv) EDITORA ÁTICA S.A., a joint-stock company with its principal place of business in the city of
São Paulo, State of São Paulo, at Avenida das Nações Unidas, 7.221, 3rd floor, sector A, Pinheiros district, Postal Code
05425-902, enrolled with CNPJ/MF under No. 61.259.958/0001-96 herein represented pursuant to its bylaws and minutes, hereinafter referred to as
“LESSEE,” and 
 (v) SOMOS EDUCAÇÃO S.A., a publicly-held joint-stock company with its principal place of business in
the city of São Paulo, State of São Paulo, at Avenida Nações Unidas, No. 7.221, 1st floor, sector B, Pinheiros district, Postal Code
05425-902, enrolled with CNPJ/MF under No. 02.541.982/0001-54, herein represented pursuant to its bylaws and minutes, hereinafter referred to as
“SURETY,” 
  












 The ORIGINAL LESSOR, the NEW LESSORS, the LESSEE AND the SURETY, hereinafter referred to as
“PARTIES” and, individually as a “PARTY” 
 WHEREAS, 

(i) On September 25, 2015, the ORIGINAL LESSOR and the LESSEE entered into the Commercial Property Lease Agreement (the
“AGREEMENT”) regarding the property located at Rodovia Presidente Dutra, Km 136, Eugênio de Melo district, Postal Code 12.247-004, in the city and Judicial District of São
José dos Campos, State of São Paulo, which is the subject matter of registration No. 2.985 of the 2nd Real Estate Registry of São José dos Campos, pursuant
to the brief that is attached to the Agreement (the “PROPERTY”); 
 (ii) On December 31, 2016, the ORIGINAL LESSOR was partially
spun off, with transfer of a portion of its assets to the NEW LESSORS, and consequent transfer of fifty percent (50%) of the PROPERTY to QUERCE, and fifty percent (50%) to RMS, as from January 1, 2017 (the “SPIN-OFF”). 
 (iii) due to the SPIN-OFF, the NEW
LESSORS became one of the contracting parties, replacing the ORIGINAL LESSOR; 
 (iv) the NEW LESSORS and the LESSEE intend to
formalize the renegotiation of certain terms and conditions of the AGREEMENT due to (a) the expansion in occupancy of the GREEN and YELLOW BLOCKS and (b) adjustments to the amount and form of payment of the rent
of the BLUE BLOCK, both as from October 1, 2016, 
 The PARTIES DO HEREBY AGREE to enter into this Instrument of Assignment and First
Instrument of Amendment to Commercial Property Lease Agreement (the “1ST AMENDMENT”), which shall be governed by the following clauses and conditions: 

1. CHANGE IN LESSOR 
 1.1. Due to the transfer of
the PROPERTY to the NEW LESSORS as a result of the SPIN-OFF, the NEW LESSORS became co-owners of the PROPERTY, each one owning a
proportion of fifty percent (50%), and thus, as from the date of execution of this 1ST AMENDMENT, they became Parties to the AGREEMENT for all legal purposes. The
NEW LESSORS hereby represent that they are aware of all terms and conditions of the AGREEMENT, and undertake to comply with them in full. All and any reference to the term “LESSOR” in the AGREEMENT shall mean
both QUERCE and RMS.  
 1.2. The LESSEE and the SURETY represent that they agree with the assignment of the
AGREEMENT provided for in item 1.1 above. 
 2. LEASED AREA: 

2.1. The PARTIES hereby adjust the new leased area to the total occupied built area of the PROPERTY, which corresponds to seventy three
thousand, six hundred seventy-three point fifty square meters (73,673.50 m2), and includes the totality of the BLOCKS, except the OFFICES (the 1st and 2nd floors), as indicated in the table of breakdown of areas included in Exhibit I to this 1st AMENDMENT. Said adjustment is
retroactive to October 1, 2016. 
 Paragraph One: The new leased area comprises fifty-nine thousand, seven hundred seven point fifty
square meters (59,707.50 m2) for storage; four thousand, nine hundred twenty-two point ninety-two square meters (4,922.92 m2) for offices and support services,
a marquee of eight thousand, seven hundred forty-six point twenty square meters (8,746.20 m2), and an gatehouse, utilities and support services/yard of two hundred,
ninety-six point eighty-eight square meters (296,88 m2), as indicated in the table of breakdown of areas included in Exhibit I to this 1st
AMENDMENT. 












 Paragraph Two: Of the total area mentioned in the main section hereof, the area
corresponding to the BLUE BLOCK, which includes a partial area of thirteen thousand, five hundred eighty-eight point fifty-three square meters (13.588,53 m2) shall be the subject matter of this amendment, regarding the rent
amount charged and the calculation of rents due, as per Section 3 below. 
 3. RENTS 

3.1. As from June 1, 2017, which is when this 1st AMENDEMENT was entered
into, the monthly rents and charges now amended shall be paid/refunded in the proportion of fifty percent (50%) for each NEW LESSOR.  
 3.2.
Moreover, in this 1st AMENDMENT, the PARTIES formalize the adjustment of the contractual rent, which, as from October 1, 2016, corresponds to nine hundred
sixteen thousand, four hundred fifty-eight Reais, and forty-four cents (R$916,458.44), with due regard for the discounts and adjunstments provided for herein. 

3.3. Additionally, the NEW LESSORS and the LESSEE agree to change section 3.5 of the AGREEMENT to reflect the new periodical
discounts over the amount of the rent, as per Section 3.2 above: 
 3.5. During the first three (3) years of the
AGREEMENT, the following discounts shall be applied over the amounts of the rent indicated bellow: 
 (i) (...); 

(ii) In the period from October 1, 2016 to September 30, 2017, over the rent amount of the GREEN, YELLOW AND RED BLOCKS, that
is seven hundred forty-nine thousand, two hundred eighty-six Reais, and sixty-two cents (R$749,286.62),
as of the base date October 2016, the contractual discount initially estimated, of thirteen point twenty-seven percent (13.27%), shall be granted; 

(iii) In the period from October 1, 2017 to
September 30, 2018, over the rent amount of the GREEN, YELLOW AND RED BLOCKS, that is seven hundred forty-nine thousand, two hundred eighty-six Reais, and sixty-two cents (R$749,286.62), as of the base date October 2016, and to be adjusted in October 2017, the
contractual discount of eight point eighty-five percent (8.85%), shall be granted; 
 (iv) In the period
from October 1, 2016 to September 30, 2018, over the rent amount of the BLUE BLOCK, that is one hundred sixty-seven thousand, one hundred seventy-one
Reais, and eighty-two cents (R$167,171.82), as of the base date of October 2016, and to be adjusted in October 2017, the contractual discount of
twenty-three point ninety-one percent (23.91%), shall be granted; 
 (v) From the fourth
(4th) year on, the contractual amount of the rent at the time shall be charged from the LESSEE without any discount.” 

3.4. The NEW LESSORS and the LESSEE agree, for a period of two years, that is, from October 1, 2016 to September 30, 2018, to
alter the form of collection of the partial rents of the BLUE BLOCK, which shall be calculated according to the area actually occupied in the block in each month, always in “fifths of the total area of the BLUE BLOCK.” To
this end, the NEW LESSORS and the LESSEE hereby decide to include a new Section 3.6 in the AGREEMENT, with the consequent renumbering of the other sections, said section to be in force with the following wording: 

“3.6. Specifically in the period from October 1, 2016 to September 30, 2018, the partial rents of the BLUE BLOCK shall
be calculated according to the area actually occupied in the block in each month, always in “fifths of the total area of the BLUE BLOCK,” that is, per clear space between pillars. To this end, the
LESSE undertakes to inform, by the 25th of the month in question, the number of clear spaces between pillars occupied, so that the LESSORS can audit and
charge the fixed proportions as follows: 
 (i) Twenty percent (20%) of the rent amount provided for in item (iv) of
Section 3.5 of the Agreement, if one (1) clear space is occupied; 












 (ii) Forty percent (40%) of the rent amount provided for in item (iv) of
Section 3.5 of the Agreement, if two (2) clear spaces are occupied; 
 (iii) Sixty percent (60%) of the rent amount
provided for in item (iv) of Section 3.5 of the Agreement, if three (3) clear spaces are occupied;  

(iv) Eighty percent (80%) of the rent amount provided for in item (iv) of Section 3.5 of the Agreement, if four
(4) clear spaces are occupied;  
 (v) One hundred percent (100%) of the rent amount provided for in
item (iv) of Section 3.5 of the Agreement, if five (5) clear spaces are occupied;  
 Sole
paragraph: As from October 2018, the original conditions of section 3 of the AGREEMENT shall again apply, that is, the discounts shall cease and the areas occupied in all BLOCKS shall be
charged in full, including the BLUE BLOCK, with due regard for the annual adjustments and the original contractual review.” 

4. TERMINATION FINE 
 4.1. The NEW LESSORS
and the LESSEE agree to include a new provision for fine in the event of early return of the BLUE BLOCK in the period from October 1, 2016 to September 30, 2018. Accordingly, the Parties decide to include item (iv) in
Section 18.1 of the AGREEMENT, which shall be in force with the following wording: 
 “18.1. Solely and exclusively in the event that the
LESSEE decides to terminate this adjustment without cause before the end of its term of effectiveness, the following shall apply to the detriment of the fine provided for in Section 15.2 or any other provided for in this
Agreement: 
 (...) 
 (iv)
Specifically regarding BLOCK -1 – BLUE, if termination takes place in the period from October 1, 2016 to September 30, 2018, the LESSEE shall pay a fine
equivalent to three (3) rents proportional to the area partially returned, equivalent to the entire BLUE BLOCK, pursuant to a notice given one hundred and eighty (180) days in advance. After September 30, 2018, the conditions for the
other modules indicated above shall apply.” 
 5. TERM FOR ANNOTATION OF CONSTRUCTION AND UPDATE OF THE CHAIN OF OWNERSHIP OF THE PROPERTY

 5.1. The NEW LESSORS and the LESSEE set forth the date of July 9, 2017 as the deadline for NEW LESSORS to
(i) complete the annotation of the built area of the PROPERTY in its registration; (ii) update the ownership chain of the PROPERTY due to the Spin-off, reflecting the co-ownership of the PROPERTY by the NEW LESSORS. Said deadline may be extended for successive periods, upon mutual agreement between the Parties. Accordingly, the Parties hereby resolve to amend
paragraph one of Section 1.3 of the AGREEMENT, which shall be in force with the following wording: 
 “1.3 (...) 

Paragraph One In order to enable the LESSEE to record this Agreement in the registration of the Property in up to
one hundred and twenty days as from the date hereof, the LESSORS shall provide, by July 9, 2017, (i) the annotation of the built area of the PROPERTY; and (ii) update the ownership chain of the
PROPERTY in its registration, under penalty of application of the fine provided for in Section 15.2 below, without prejudice to the possibility of termination of this AGREEMENT by the
LESSEE, without payment of any fine to the LESSORS, if said arrangements are not concluded within the term mentioned above. The deadline of July 9, 2017 may be extended by mutual agreement, for a term
to be defined by the PARTIES, if the LESSOR evidences any delays attributable to public bodies, the real estate registry or a strike by Instituto Nacional de Seguridade Social (INSS), in this case, with
respect to the Debt Clearance Certificate (CND) relating to the construction works. 
 (...) 

6. FINAL PROVISIONS 












 6.1. The PARTIES give release of the rents and charges due until the signature of this
1st AMENDMENT.  
 6.2. The SURETY represents that it agrees with the
new terms and conditions of the AGREEMENT. 
 6.3. All provisions of the AGREEMENT not expressly changed as a result of this 1st AMENDMENT are hereby expressly ratified. 
 6.4. This instrument of amendment is binding
upon the Parties, their heirs and legal successors on any account and at any time. 
 7. RESOLUTION OF DISPUTES 

7.1. In the event of any issue or conflict involving this 1st AMENDMENT,
the provisions for resolutions of conflicts provided for in Section 20 of the AGREEMENT shall apply. 
 In witness whereof, the Parties
execute this instrument in four (4) copies with the same content and form, jointly with two witnesses, for all due purposes. 

São Paulo, June 23, 2017 

(sgd) 
 ORIGINAL LESSOR: SAN MICHELE
EMPREENDIMENTOS COMERCIAIS LTDA. 
 (sgd) 

NEW LESSOR: QUERCE ADMINISTRAÇÃO DE BENS EIRELI 

(sgd) 
 NEW LESSOR: RMS
ADMINISTRAÇÃO DE BENS EIRELI 
  

			
	(sgd)	  	(sgd)

 LESSEE: EDITORA ÁTICA S.A. 
  

			
	Dan(illegible)	  	Guilherme Luz
	(sgd)	  	(sgd)

 SURETY: SOMOS EDUCAÇÃO S.A. 
  

			
	Daniel Amaral	  	Guilherme Luz
	CFO	  	

 WITNESS 1: 
 NAME:

 RG [Identity Document]: 
 WITNESS 2: 

NAME: 
 RG.: 

Attachment I – Table of breakdown of areas 
  

							
	Warehouse	  	Blue
	Space	  	Area (m2)	  	To be occupied (m2)	  	Price payable (m2)
	Storage	  	11,585.43	  	11,585.43	  	11,585.43














							
	Office/changing room – ground floor	  	683.60	  	0.00	  	0.00
	Office—1st Floor	  	683.60	  	0.00	  	0.00
	Office – 2nd Floor	  	683.60	  	0.00	  	0.00-
	Marquees	  	2,002.14	  	2,003.10	  	2,003.10
		  	15,638.37	  	13,588.53	  	13,588.53
	Warehouse	  	Green
	Space	  	Area (m2)	  	To be occupied (m2)	  	Price payable (m2)
	Storage	  	16,040.69	  	16,040.69	  	16,040.69
	Office/changing room – ground floor	  	1,045.00	  	1,045.00	  	1,045.00
	Office—1st Floor	  	1,062.24	  	26.00	  	26.00
	Office – 2nd Floor	  	2,094.70	  	401.00	  	401.00
	West Marquee	  	1,045.00	  	1,045.00	  	1,045.00
	East Marquee	  	1,202.70	  	1,202.70	  	1,202.70
		  	22,490.33	  	19,760.39	  	19,760.39
	Warehouse	  	Yellow
	Space	  	Area (m2)	  	To be occupied (m2)	  	Price payable (m2)
	Storage	  	16,040.69	  	16,040.69	  	16,040.69
	Office/changing room – ground floor	  	1,045.00	  	1,045.00	  	1,045.00
	Office—1st Floor	  	1,062.24	  	313.56	  	313.56
	Office – 2nd Floor	  	2,094.70	  	1,047.36	  	1,047.36
	West Marquee	  	1,045.00	  	1,045.00	  	1,045.00
	East Marquee	  	1,202.70	  	1,202.70	  	1,202.70
		  	22,490.33	  	20,694.31	  	20,694.31
	Warehouse	  	Red
	Space	  	Area (m2)	  	To be occupied (m2)	  	Price payable (m2)
	Storage	  	16,040.69	  	16,040.69	  	16,040.69
	Office/changing room – ground floor	  	1,045.00	  	1,045.00	  	1,045.00
	Office—1st Floor	  	1,062.24	  	—  	  	—  
	Office – 2nd Floor	  	2,094.70	  	—  	  	—  
	West Marquee	  	1,045.00	  	1,045.00	  	1,045.00
	East Marquee	  	1,202.70	  	1,202.70	  	1,202.70
		  	22,490.33	  	19,333.39	  	19,333.39
	External Support
	Space	  	Area (m2)	  	To be occupied (m2)	  	Price payable (m2)
	gatehouse, utilities, support services, yard	  	296.88	  	296.88	  	—