tovarich86/analise-ilp-dados huggingface dataset:
NU HOLDINGS LTD. — Não Identificado — 2020-08-06
 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 “Cause.” For purposes of the preceding two paragraphs, “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 Employee’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 principal place of employment to a location more than fifty (50) miles from its current location, or (v)
NU HOLDINGS LTD. — Não Identificado — 2020-08-06
he failure of the Company to pay Vélez’s compensation when due, (iv) the relocation of Vélez’s 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 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 4484-0BDB-45D8-06D7. 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 4484-0BDB-45D8-06D7. DocuSign Envelope ID: 3E1CF937-4952-45D8-87A6-ADE3009FDD1F 4 703279859 v4 acts constituting Good Reason, and Vélez must terminate employment within thirty (30) business days of the end of such cure period. [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.porta
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 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 4484-0BDB-45D8-06D7. 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 4484-0BDB-45D8-06D7. DocuSign Envelope ID: 3E1CF937-4952-45D8-87A6-ADE3009FDD1F #11464585/6 5 703279859 v4 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: 6th of August, 2020 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@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 4484-0BDB-45D8-06D7. Este documento foi assinado digitalmente por Paulo Hideo Takaki. Para verificar as assinaturas vá ao s
NU HOLDINGS LTD. — Não Identificado — 2020-08-06
ras vá ao site https://www.portaldeassinaturas.com.br:443 e utilize o código 4484-0BDB-45D8-06D7. 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 4484-0BDB-45D8-06D7. DocuSign Envelope ID: 3E1CF937-4952-45D8-87A6-ADE3009FDD1F 1 703279859 v4 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 to the Grantee of a number of Ordinary Shares of the Company of a par value of US$0.00004 each (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 grants to the Grantee (the “Award”) a contingent and conditional right to be issued and to receive the
NU HOLDINGS LTD. — Não Identificado — 2020-08-06
es. (a) Subject to the terms and conditions of this Agreement, as of the Grant Date, the Company 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, the milestone events identified in the Notice and 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”) through each applicable milestone event. (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 Ninth Amended and Restated Memorandum and Articles of Association, as the same hereafter may be amended or restated (the “Articles”), the Sixth Amended and Restated Shareholder
NU HOLDINGS LTD. — Não Identificado — 2020-08-06
isions of the Company’s Ninth Amended and Restated Memorandum and Articles of Association, as the same hereafter may be amended or restated (the “Articles”), the Sixth Amended and Restated Shareholders’ Agreement dated June 18, 2020 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 Sixth Amended and Restated Investors’ Rights Agreement dated June 18, 2020 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 Company shall 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 stoptransfer 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 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 suc
NU HOLDINGS LTD. — Não Identificado — 2020-08-06
ary 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. 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 4484-0BDB-45D8-06D7. 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 4484-0BDB-45D8-06D7. DocuSign Envelope ID: 3E1CF937-4952-45D8-87A6-ADE3009FDD1F 2 703279859 v4 (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: (
NU HOLDINGS LTD. — Não Identificado — 2020-08-06
r 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 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”) for tax or estate planning purposes 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 assi
NU HOLDINGS LTD. — Não Identificado — 2020-08-06
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 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), 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. 4. Withholding. (a) Regardless of any action the Company takes wi
NU HOLDINGS LTD. — Não Identificado — 2020-08-06
itional rights to receive Shares under this Agreement shall immediately terminate without any payment of consideration by the Company. 4. Withholding. (a) Regardless of any action the Company takes with respect to any or all income tax, payroll tax or other tax-related withholding (“Tax-Related Items”), if applicable, the Grantee and Vélez acknowledge that the ultimate liability for all Tax-Related Items owed by the Grantee or Vélez is and remains the responsibility of the Grantee or Vélez, as applicable, and that the Company (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant or vesting of the Award or 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 4484-0BDB-45D8-06D7. 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 4484-0BDB-45D8-06D7. DocuSign Envelope ID: 3E1CF937-4952-45D8-87A6-ADE3009FDD1F 3 703279859 v4 subsequent sale of Shares; and (ii) does not commit to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Grantee’s or Vélez’s liability for Tax-Related Items. (b) Prior to vesting of the Award, if applicable, the Grantee shall pay or make adequate arrangements satisfactory to the Company t
NU HOLDINGS LTD. — Não Identificado — 2020-08-06
 eliminate the Grantee’s or Vélez’s liability for Tax-Related Items. (b) Prior to vesting of the Award, if applicable, the Grantee shall pay or make adequate arrangements satisfactory to the Company to satisfy any and all withholding obligations of the Company, as applicable. The Company may refuse to deliver Shares upon vesting of the Award if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items as described in this Section 4. 5. Changes in Capital Structure. The Award granted hereunder shall not affect in any way the right and power of the Company or its shareholders to make or authorize any or all adjustments, recapitalizations, reorganizations, exchanges, financings, sales of shares, repurchases of shares, or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issuance of its Ordinary Shares or other securities or subscription rights thereto, or any issuance of bonds, debentures, preferred or prior preference shares senior to or affecting the Ordinary Shares or other securities of the Company or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise. 6. Grantee Representations. The Grantee hereby represents and warrants to the Company as follows: (a) Investment Entirely for Own Account. Upon
NU HOLDINGS LTD. — Não Identificado — 2020-08-06
proceeding, whether of a similar character or otherwise. 6. Grantee Representations. The Grantee hereby represents and warrants to the Company as follows: (a) Investment Entirely for Own Account. Upon issuance of the Shares referred to in the Notice to the Grantee, subject to the conditions of this Agreement, such Shares will be acquired for investment for the Grantee’s own account, not as an agent, and not with a view to the distribution of any part thereof, and the Grantee does not have and will not then have any present intention of selling, granting any participation in, or otherwise distributing the same. The Grantee does not and will not then have any contract, undertaking, agreement or arrangement with any person to sell, transfer, or grant participation to such person or to any third person, with respect to such Shares. (b) Investment Experience. The Grantee is an investor in securities of companies in the development stage and acknowledges that it is able to fend for itself, can bear the economic risk of its investment in the Shares referred to in the Notice, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in such Shares. (c) Accredited Investor. The Grantee is an “accredited investor” within the meaning of SEC Rule 501 of Regulation D, promulgated by the U.S. Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended (the “Securities Act”). (d) Re
NU HOLDINGS LTD. — Não Identificado — 2020-08-06
nvestor” within the meaning of SEC Rule 501 of Regulation D, promulgated by the U.S. Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended (the “Securities Act”). (d) Restricted Securities. The Grantee understands that the Shares referred to in the Notice, if issued pursuant to this Agreement, will be characterized as “restricted securities” under the United States federal securities laws inasmuch as they have been acquired in transactions not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act, only in certain limited circumstances. In this connection, the Grantee represents that it is familiar with Rule 144 prescribed by the U.S. Securities and Exchange Commission under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (e) Further Limitations on Disposition. Without in any way limiting the representations set forth above, if the Shares referred to in the Notice are issued pursuant to this 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 4484-0BDB-45D8-06D7. 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 4484-0BDB-45D8-06D7. DocuSig
NU HOLDINGS LTD. — Não Identificado — 2020-08-06
D7. 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 4484-0BDB-45D8-06D7. DocuSign Envelope ID: 3E1CF937-4952-45D8-87A6-ADE3009FDD1F 4 703279859 v4 Agreement, the Grantee further agrees not to make any disposition of all or any portion of such Shares unless and until: (i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) (A) the Grantee shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (B) if reasonably requested by the Company, the Grantee shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such Shares under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (f) NO RELIANCE; FURTHER ACKNOWLEDGMENT. THE GRANTEE HAS REVIEWED AND HAS HAD ACCESS TO SUCH DOCUMENTS, RECORDS AND INFORMATION OF THE COMPANY THAT IT DEEMED NECESSARY TO REVIEW IN ORDER TO MAKE THE DECISION TO ACCEPT THE AWARD AND, IF THE SHARES REFERRED TO IN THE NOTICE ARE ISSUED PURSUANT TO THIS AGREEMENT, TO INVE
NU HOLDINGS LTD. — Não Identificado — 2020-08-06
 GRANTEE AND VÉLEZ ARE RELYING SOLELY ON THEIR OWN ADVISORS WITH RESPECT TO THE TAX CONSEQUENCES OF THIS AWARD. 7. Regulatory Restrictions on the Shares. Notwithstanding the other provisions of this Agreement, the Board shall have the sole discretion to impose such conditions, restrictions and limitations on the issuance of the Shares with respect to this Award unless and until the Board determines that such issuance complies with (i) any applicable registration requirements under the Securities Act or the Board has determined that an exemption therefrom is available, (ii) any applicable listing requirement of any stock exchange on which the Shares are listed, (iii) any applicable Company policy or administrative rules, and (iv) any other applicable provision of state, federal or foreign law, including foreign securities laws where applicable. 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 4484-0BDB-45D8-06D7. 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 4484-0BDB-45D8-06D7. DocuSign Envelope ID: 3E1CF937-4952-45D8-87A6-ADE3009FDD1F 5 703279859 v4 8. Market Stand-off Agreement. Without limiting the other provisions of the Investors’ Rights Agreement that will be applicable to the Shares referred to in the Notice upon and following the i