Common use of Secondary Public Offering Clause in Contracts

Secondary Public Offering. For as long as this Agreement remains in effect, but only after the Lock-Up Period, SALIC may request the Company’s management to cause the Company to take all required measures under the applicable regulations to make a secondary public offering of shares at B3, the object of which would be any portion or all of the shares issued by the Company and held by SALIC (“Secondary Public Offering”). The Company and VDQ undertake to endeavor their best efforts to cooperate and perform the Secondary Public Offering as set forth in this Section. The request for performance of the Secondary Public Offering shall be formalized by SALIC in writing to the Company (“SPO Notice”), provided that, for purposes of Section 8.1.1 below, the SPO Notice shall be irrevocable and irreversible. 8.1.1. The SPO Notice shall have the same effect as a Notice of First Refusal for all purposes of Section 7.4 above, for purposes of which the shares held by SALIC subject to the Secondary Public Offering shall be the Offered Shares, SALIC shall be the Offeror and VDQ shall be the Offeree. In such event, for purposes of the exercise of the Right of First Refusal by VDQ, pursuant to Section 7.4 above, the price per Offered Share shall be equal to the average quotations of the Company’s shares within the thirty (30) days immediately precedent to the date on which the SPO Notice is sent.

Secondary Public Offering. For as long as this Agreement remains in effect, but only after the Lock-Up Period, SALIC may request the Company’s management to cause the Company to take all required measures under the applicable regulations to make a secondary public offering of shares at B3BM&FBOVESPA, the object of which would be any portion or all of the shares issued by the Company and held by SALIC (“Secondary Public Offering”). The Company and VDQ undertake to endeavor their best efforts to cooperate and perform the Secondary Public Offering as set forth in this Section. The request for performance of the Secondary Public Offering shall be formalized by SALIC in writing to the Company (“SPO Notice”), provided that, for purposes of Section 8.1.1 below, the SPO Notice shall be irrevocable and irreversible. 8.1.1. The SPO Notice shall have the same effect as a Notice of First Refusal for all purposes of Section 7.4 above, for purposes of which the shares held by SALIC subject to the Secondary Public Offering shall be the Offered Shares, SALIC shall be the Offeror and VDQ shall be the Offeree. In such event, for purposes of the exercise of the Right of First Refusal by VDQ, pursuant to Section 7.4 above, the price per Offered Share shall be equal to the average quotations of the Company’s shares within the thirty (30) days immediately precedent to the date on which the SPO Notice is sent.