tovarich86/analise-ilp-dados huggingface dataset:
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
r the like) (the “Second Milestone Event”). The number of Shares (the “Second Milestone Shares”) that would be equal to 1% of the total number of Ordinary Shares of the Company as of immediately following the occurrence of the Second Milestone Event and the issuance of such Second Milestone Shares, determined on an asconverted, fully-diluted basis. 3. For purposes hereof, the term “Affiliate” shall have the meaning ascribed to it in the Company’s Eleventh Amended and Restated Memorandum and Articles of Association (as the same hereafter may be amended or restated, the “Articles”). 4. For purposes hereof, the term “Applicable Transaction” shall mean any bona fide (i) equity financing transaction of the Company, (ii) secondary sale of shares of the Company, or (iii) Liquidation Event, as such term is defined in the Company’s Eleventh Amended and Restated Memorandum and Articles of Association, in each case wherein the aggregate amount or value of the consideration paid or given in such transaction is at least US$100 Million and wherein at least one party to such transaction is a person or entity (other than the Company) that is not an Affiliate of the Grantee or Vélez; provided, however, that the first public offering of Shares by the Company or other sale of the Company’s securities on a recognized stock exchange (the “IPO”) shall not be considered an “Applicable Transaction” and any transactions occurring after the IPO shall not be considered an “Applicable Transaction” for p
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
es on a recognized stock exchange (the “IPO”) shall not be considered an “Applicable Transaction” and any transactions occurring after the IPO shall not be considered an “Applicable Transaction” for purposes hereof. For avoidance of doubt, prior to the IPO, if the aggregate amount or value of the consideration paid in a series of related equity financing transactions or secondary transactions within a 6-month period aggregate to at least US$100 Million, that shall be sufficient to meet this condition required to be an Applicable Transaction on the date of the transaction that crosses the US$100 Million threshold. 5. For purposes of this Agreement, the term “fully-diluted basis” shall include all Ordinary Shares of the Company (including all Ordinary Shares issued or issuable upon conversion of any convertible securities or upon the exercise of outstanding warrants or options, and all Ordinary Shares reserved for issuance Este documento foi assinado digitalmente por Paulo Hideo Takaki. Para verificar as assinaturas vá ao site https://www.portaldeassinaturas.com.br:443 e utilize o código F809-D128-BAA4-8A10. Este documento foi assinado digitalmente por Paulo Hideo Takaki. Para verificar as assinaturas vá ao site https://www.portaldeassinaturas.com.br:443 e utilize o código F809-D128-BAA4-8A10. 504857431.8 3 pursuant to stock plans of the Company). For purposes of the foregoing definition of “fully-diluted basis,” the term “Ordinary Shares” shall include any and all classes of O
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8-BAA4-8A10. 504857431.8 3 pursuant to stock plans of the Company). For purposes of the foregoing definition of “fully-diluted basis,” the term “Ordinary Shares” shall include any and all classes of Ordinary Shares. 6. If a milestone event is achieved while Vélez is in continuous Relationship and Vélez remains in continuous Relationship from the Grant Date through the Fifth Anniversary Date, the number of Shares to be issued pursuant to this Notice with respect to such milestone event shall be issued to the Grantee by the Company, on its own behalf or on behalf of the Designated Affiliate, as determined by the Board of Directors of the Company (or a duly authorized and appointed committee thereof) in its discretion, as soon as administratively practicable after the later of (i) the Fifth Anniversary Date and (ii) the achievement of such milestone event, and in any event not more than one hundred eighty (180) days after the later of (i) the Fifth Anniversary Date and (ii) the achievement of such milestone event, or, if later, on the date that the lockup and market standoff periods, if any, expire (in the case of a milestone event achieved pursuant to clause 1(b) or 2(b) of paragraph 2 of this Notice), subject to the Terms. 7. Notwithstanding the foregoing, in the event that the Relationship of Vélez is terminated by the Company or any of its Affiliates (and not by Vélez) without Cause or by Vélez for Good Reason, then: (i) if such termination occurs prior to the First Mileston
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
lationship of Vélez is terminated by the Company or any of its Affiliates (and not by Vélez) without Cause or by Vélez for Good Reason, then: (i) if such termination occurs prior to the First Milestone Event, the First Milestone Shares shall be issued to the Grantee, or (ii) if such termination occurs subsequent to the First Milestone Event but prior to the Second Milestone Event, the Second Milestone Shares shall be issued to the Grantee, in either case within one hundred eighty (180) days after termination, or, if later, on the date that the lockup and market standoff periods, if any, expire (in the case of a milestone event achieved pursuant to clause 1(b) or 2(b) of paragraph 2 of this Notice), subject to the Terms. Solely for purposes of the immediately preceding sentence, in the paragraphs above in which the capitalized terms “First Milestone Shares” and “Second Milestone Shares” are defined, the references to the “occurrence” of a milestone event shall be deemed to be references to such termination. For the avoidance of doubt, should the Relationship of Vélez be terminated by the Company or any of its Affiliates (and not by Vélez) without Cause or by Vélez for Good Reason prior to the Fifth Anniversary Date, the Fifth Anniversary Date condition established in paragraph 2(a)(ii) above shall not be applicable. 8. For purposes of this Notice, “Cause” shall mean Vélez’s (i) willful and material failure to perform his duties and responsibilities to the Company or any of its
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
)(ii) above shall not be applicable. 8. For purposes of this Notice, “Cause” shall mean Vélez’s (i) willful and material failure to perform his duties and responsibilities to the Company or any of its Affiliates (or a successor, if appropriate); (ii) commission of any act of fraud or embezzlement; (iii) material unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any of its Affiliates (or a successor, if appropriate) or any other party to whom Vélez owes an obligation of nondisclosure as a result of his relationship with the Company or any of its Affiliates (or a successor, if appropriate); or (iv) material breach of any of Vélez’s obligations under any written agreement or covenant with the Company or any of its Affiliates (or a successor, if appropriate); provided, however, that neither the Company nor any of its Affiliates shall terminate Vélez for Cause based on clause (i) or (iv) of this sentence without first providing Vélez with written notice of the acts or omissions constituting the grounds for “Cause” within thirty (30) days of the Company or its Affiliate becoming aware of the grounds for “Cause” and a cure period of thirty (30) days following the date of such notice, and such termination shall not be considered to be for Cause if the grounds for Cause have been cured during such cure period; provided further, that only one notice need be provided for similar or repetitive acts or omissions that constitute grounds for “C
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
use if the grounds for Cause have been cured during such cure period; provided further, that only one notice need be provided for similar or repetitive acts or omissions that constitute grounds for “Cause.” 9. For purposes of this Notice, “Good Reason” shall mean Vélez’s resignation that is based on any of the following (except with Vélez’s written consent): (i) a material diminution in Vélez’s title, duties, or responsibilities, including the assignment of responsibilities and duties that are not in a substantive area that is consistent with Vélez’s experience and the position occupied immediately preceding such assignment, a material diminution in the authority, duties, or responsibilities of the supervisor to whom Vélez is required to report, or a material diminution in the budget and number of subordinates over which Vélez retains authority, (ii) a material reduction in Vélez’s base salary or bonus opportunity set forth in hereto, (iii) the failure of the Company to pay Vélez’s compensation when due, (iv) the relocation of Vélez’s Este documento foi assinado digitalmente por Paulo Hideo Takaki. Para verificar as assinaturas vá ao site https://www.portaldeassinaturas.com.br:443 e utilize o código F809-D128-BAA4-8A10. Este documento foi assinado digitalmente por Paulo Hideo Takaki. Para verificar as assinaturas vá ao site https://www.portaldeassinaturas.com.br:443 e utilize o código F809-D128-BAA4-8A10. 504857431.8 4 principal place of employment to a location more than fif
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
aki. Para verificar as assinaturas vá ao site https://www.portaldeassinaturas.com.br:443 e utilize o código F809-D128-BAA4-8A10. 504857431.8 4 principal place of employment to a location more than fifty (50) miles from its current location, or (v) Vélez’s ceasing to be a member of the board of directors of the Company (other than as a result of his voluntary resignation from such position), or (vi) the Company’s material breach of the terms of any agreement between the Company and Vélez. Vélez’s notice of termination for Good Reason must be delivered within sixty (60) days of such occurrence and shall provide reasonable details, and the Company shall have ten (10) business days from the delivery of such notice of termination within which to cure any acts constituting Good Reason, and Vélez must terminate employment within thirty (30) business days of the end of such cure period. 10. Notwithstanding the foregoing, (a) the Fifth Anniversary Date condition established in paragraph 2(a)(ii) above shall not be applicable and should be considered as waived upon Vélez's death or Disability (as defined below) with respect to any milestone event that was achieved prior to Vélez’s death or Disability; and (b) the condition established in paragraph 2(b) above regarding ownership and control of the Grantee shall not apply and should be considered as waived upon Vélez’s death. For purposes of this Notice, “Disability” shall mean, as determined by the Company, Vélez is unable to perform ea
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
 of the Grantee shall not apply and should be considered as waived upon Vélez’s death. For purposes of this Notice, “Disability” shall mean, as determined by the Company, Vélez is unable to perform each of the essential duties of Vélez’s Relationship by reason of a medically determinable physical or mental impairment that is potentially permanent in character or that can be expected to last for a continuous period of not less than 12 months. [the remainder of this page is intentionally left blank; signature page follows] Este documento foi assinado digitalmente por Paulo Hideo Takaki. Para verificar as assinaturas vá ao site https://www.portaldeassinaturas.com.br:443 e utilize o código F809-D128-BAA4-8A10. Este documento foi assinado digitalmente por Paulo Hideo Takaki. Para verificar as assinaturas vá ao site https://www.portaldeassinaturas.com.br:443 e utilize o código F809-D128-BAA4-8A10. By signing below, the Grantee agrees that this Contingent Shares Award is granted subject to, and shall be governed by, this Notice and the attached Terms. Date: [__________], 2021 Grantee: Company: Rua California Ltd. Nu Holdings Ltd. By: David Vélez Osorno By: Doug Leone Title: Director Title: Director Address: Address: Campbells Corporate Services Limited, Floor 4, Campbells Corporate Services Limited, Floor 4, Willow House, Cricket Square, Grand Cayman Willow House, Cricket Square, Grand Cayman KY1-9010, Cayman Islands KY1-9010, Cayman Islands E-mail: david@nu.bank E-mail: leone@sequo
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
ices Limited, Floor 4, Willow House, Cricket Square, Grand Cayman Willow House, Cricket Square, Grand Cayman KY1-9010, Cayman Islands KY1-9010, Cayman Islands E-mail: david@nu.bank E-mail: leone@sequoiacap.com Acknowledged and agreed on the date above: David Vélez Osorno Este documento foi assinado digitalmente por Paulo Hideo Takaki. Para verificar as assinaturas vá ao site https://www.portaldeassinaturas.com.br:443 e utilize o código F809-D128-BAA4-8A10. Este documento foi assinado digitalmente por Paulo Hideo Takaki. Para verificar as assinaturas vá ao site https://www.portaldeassinaturas.com.br:443 e utilize o código F809-D128-BAA4-8A10. 504857431.8 1 TERMS AND CONDITIONS OF CONTINGENT SHARES AWARD These Terms and Conditions of Contingent Shares Award (these “Terms”) relate to the Notice of Contingent Shares Award (the “Notice”) to which these Terms are attached, by and between Nu Holdings Ltd., a Cayman Islands exempted company (the “Company”), and Rua California Ltd., a Cayman Islands exempted company (the “Grantee”). The Board of Directors of the Company or a duly authorized and appointed committee thereof (the “Board”) and the requisite shareholders of the Company have approved a contingent and conditional award by the Company, on its own behalf or on behalf of any Affiliate (as defined below) of the Company whether now existing or hereafter incorporated (the “Designated Affiliate”), as determined by the Board of Directors of the Company (or a duly authorized and appo
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
ate (as defined below) of the Company whether now existing or hereafter incorporated (the “Designated Affiliate”), as determined by the Board of Directors of the Company (or a duly authorized and appointed committee thereof) in its discretion, to the Grantee of a number of Class A Ordinary Shares of the Company of a par value of US$0.000006666666667 each (as such par value may be adjusted in the event of any share splits, share dividends, combinations, subdivisions, recapitalizations or the like) (the “Shares”) as provided in the Notice, conditioned upon the Grantee’s acceptance of the provisions set forth in the Notice and these Terms. The Notice and these Terms shall be referred to collectively as the “Agreement.” 1. Conditional Future Right to Grant of Shares. (a) Subject to the terms and conditions of this Agreement, as of the Grant Date, the Company, on its own behalf or on behalf of the Designated Affiliate, as determined by the Board of Directors of the Company (or a duly authorized and appointed committee thereof) in its discretion, grants to the Grantee (the “Award”) a contingent and conditional right to be issued and to receive the number or numbers of Shares set forth in the Notice in the future subject to the conditions set forth in the Notice, including, without limitation (i) the milestone events identified in the Notice and (ii) David Vélez Osorno (“Vélez”) continuing to be related to the Company or any of its Affiliates, whether as a director, officer, employe
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
tation (i) the milestone events identified in the Notice and (ii) David Vélez Osorno (“Vélez”) continuing to be related to the Company or any of its Affiliates, whether as a director, officer, employee or consultant (“Relationship”) from the Grant Date through the date that is five (5) years after the Grant Date, subject to paragraphs 7 and 10 in the Notice. (b) The conditional right to be granted Shares in the future under this Agreement constitutes an unfunded and unsecured obligation of the Company. The Grantee shall not have any rights of a stockholder of the Company with respect to the Shares referred to in the Notice unless and until the conditions of this Agreement have been met and such Shares are issued. Upon issuance of such Shares hereunder, subject to the conditions of this Agreement, the Grantee shall be the record owner of such Shares unless and until such Shares are sold or otherwise disposed of, and as record owner shall be entitled to all rights of a holder of Shares of the Company. Such Shares shall be subject to the provisions of the Company’s Eleventh Amended and Restated Memorandum and Articles of Association, as the same hereafter may be amended or restated (the “Articles”), the Eighth Amended and Restated Shareholders’ Agreement dated June 11, 2021 by and among the Company, the Grantee and the other parties named therein, as the same hereafter may be amended or restated (the “Shareholders’ Agreement”) and the Eighth Amended and Restated Investors’ Right
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
mong the Company, the Grantee and the other parties named therein, as the same hereafter may be amended or restated (the “Shareholders’ Agreement”) and the Eighth Amended and Restated Investors’ Rights Agreement dated June 11, 2021 by and among the Company, the Grantee and the other parties named therein, as the same hereafter may be amended or restated (the “Investors’ Rights Agreement” and, together with the Shareholders’ Agreement, the “Applicable Shareholder Agreements”). (c) Upon satisfaction of the conditions of this Award as set forth in the Notice and these Terms, including the payment by the Grantee of all applicable withholding taxes, if any, the Este documento foi assinado digitalmente por Paulo Hideo Takaki. Para verificar as assinaturas vá ao site https://www.portaldeassinaturas.com.br:443 e utilize o código F809-D128-BAA4-8A10. Este documento foi assinado digitalmente por Paulo Hideo Takaki. Para verificar as assinaturas vá ao site https://www.portaldeassinaturas.com.br:443 e utilize o código F809-D128-BAA4-8A10. 504857431.8 2 Company shall, on its own behalf or on behalf of the Designated Affiliate, as determined by the Board of Directors of the Company (or a duly authorized and appointed committee thereof) in its discretion, record the issuance of the appropriate number of Shares to the Grantee in the Register of Members of the Company. Any such record of the Shares shall be subject to such stop-transfer orders and other restrictions as the Company may deem ad
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
number of Shares to the Grantee in the Register of Members of the Company. Any such record of the Shares shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Class A Ordinary Shares are then listed, and any applicable federal, state or foreign securities laws, and the Company may cause a legend or legends to be placed in such record to make appropriate reference to such restrictions. (d) The Grantee hereby acknowledges and agrees that upon the issuance of the Shares referred to in the Notice, subject to the conditions of this Agreement, the Grantee shall be deemed to be a party to, shall be bound by, and shall comply with all of the terms and conditions of the Applicable Shareholder Agreements with respect to such Shares as if the Grantee were an original signatory thereto in regard to such Shares, and hereby acknowledges and agrees that such Shares will be subject to certain restrictions on transfer as set forth in the Applicable Shareholder Agreements. Without limiting the generality of the foregoing or the terms of the Applicable Shareholder Agreements, the Grantee acknowledges and agrees that upon the issuance of the Shares referred to in the Notice, subject to the conditions of this Agreement: (i) for all purposes under the Shareholders’ Agreement, the Grantee will be deemed to be an “Ordinary
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
he issuance of the Shares referred to in the Notice, subject to the conditions of this Agreement: (i) for all purposes under the Shareholders’ Agreement, the Grantee will be deemed to be an “Ordinary Shareholder” party with respect to such Shares; and (ii) for all purposes under the Investors’ Rights Agreement, the Grantee will be deemed to be an “Ordinary Holder” party with respect to such Shares. 2. Restrictions. Until such time as Shares are in fact issued under the terms of this Agreement, the conditional rights relating thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Grantee, except that an assignment of such conditional rights of the Grantee, made prior to the issuance of the corresponding Shares, to one or more trusts or entities that are wholly owned or controlled by Vélez (“Permitted Assignees”) shall be permitted, provided that (i) the Grantee and Vélez have given the Company prior written notice of any such assignment and have included in such notice a certification of the Grantee and Vélez that all of the assignees in question are wholly owned or controlled by Vélez; and (ii) such assignees have executed a joinder to this Agreement in form and substance acceptable to the Company and such other documents as the Company reasonably may request (regardless of any such assignment, all references to Vélez in this Agreement shall continue to be deemed as references to Vélez and not to any such assignee). Any a
NU HOLDINGS LTD. — Não Identificado — 2021-10-25
the Company reasonably may request (regardless of any such assignment, all references to Vélez in this Agreement shall continue to be deemed as references to Vélez and not to any such assignee). Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Grantee’s rights under this Agreement, other than to a Permitted Assignee in accordance with the requirements of the immediately preceding sentence, shall be wholly ineffective and, if any such attempt is made, the Grantee’s rights under this Agreement shall be forfeited by the Grantee and all of the Grantee’s rights to conditionally receive Shares under this Agreement shall immediately terminate without any payment of consideration by the Company. 3. Cancellation of Rights. If any portion of the conditional right to be issued Shares fails to become earned and vested (for example, because of the failure of the vesting conditions specified in the Notice to be satisfied prior to the cessation of Relationship with the Company or its applicable Affiliate), then such conditional rights under this Agreement shall be immediately forfeited as of the date of such failure and all of the Grantee’s conditional rights to receive Shares under this Agreement shall immediately terminate without any payment of consideration by the Company or any of its Affiliates. Este documento foi assinado digitalmente por Paulo Hideo Takaki. Para verificar as assinaturas vá ao site https://www.portaldeassinaturas.com.br:443