Document

EX-4.7 3 a47_englishtranslationof12.htm EX-4.7 Document


EXHIBIT 4.7
Agreement No. ADT:00206/22

REDACTED COPY

Certain identified confidential information has been redacted from this exhibit because both (i) it is customarily and actually treated as private or confidential and (ii) it is not material.

Confidential portions of this Exhibit are designated by [*****].


12TH AMENDMENT TO THE EQUIPMENT SUPPLY AGREEMENT Entered into on June 26, 2014.

NET+PHONE TELECOMUNICAÇÕES LTDA., limited liability company, headquartered at Avenida Caminho do Mar, No. 3.115, Bloco C, Pavimento Superior, Parte A, City of São Bernardo do Campo, State of São Paulo, enrolled with the National Corporate Taxpayers’ Registry of the Ministry of Finance (“CNPJ/MF”) under No. [*****], herein represented pursuant to its Bylaws, hereinafter referred to as “CLIENT 1”;

PAGSEGURO INTERNET INSTITUIÇÃO DE PAGAMENTO S.A. (new corporate name of PAGSEGURO INTERNET S.A.), corporation, headquartered at Avenida Brigadeiro Faria Lima, 1384, 4th floor, Parte A, City of São Paulo, State of São Paulo, enrolled with CNPJ/MF under No. [*****], herein represented pursuant to its Bylaws, hereinafter simply referred to as “CLIENT 2”, and jointly with CLIENT 1, as “CLIENTS”;

TRANSIRE COMÉRCIO E SERVIÇOS DE EQUIPAMENTOS LTDA. limited liability company, headquartered at Rua Santa Mônica, No. 281, Bloco A, City of Cotia, State of São Paulo, Postal Code 06.715-865, enrolled with CNPJ/MF under No. [*****], herein represented pursuant to its Articles of Incorporation, hereinafter simply referred to as “TRANSIRE SERVIÇOS”; and

TEC TOY S.A., corporation, headquartered at Avenida Buriti, 3,149, Distrito Industrial I, City of Manaus, State of Amazonas, Postal Code 69075-000, enrolled with CNPJ/MF under No. [*****], which is also the successor, by merger, of TRANSIRE FABRICAÇÃO DE COMPONENTES ELETRÔNICOS S.A., and with branch at Rua Santa Mônica, 281, Bloco D, Parque Industrial San Jose, City of Cotia, State of São Paulo, CEP 06715-865, enrolled with CNPJ/MF under No. [*****], herein represented pursuant to its Bylaws, hereinafter simply referred to as “TEC TOY”. TRANSIRE SERVIÇOS, and TEC TOY are jointly referred to as SERVICE PROVIDERS or SUPPLIERS.

CLIENT 1, CLIENT 2, TRANSIRE SERVIÇOS and TEC TOY are hereinafter jointly referred to as “Parties”, and individually as “Party”.



Agreement No. ADT:00206/22

WHEREAS:

(i)The Parties executed the Equipment Supply Agreement (“Agreement”) as of June 26, 2014, with subsequent amendments on October 21, 2014; July 3, 2015; October 8, 2015; May 20, 2016; December 9, 2016; February 6, 2017; August 25, 2017; November 5, 2019; October 1, 2020; July 20, 2021; and March 18, 2022;

(ii)The Parties decided to include the provision of services, by the SUPPLIERS, of maintenance and repair of Equipment qualified as scrap; and

(iii)The Parties wish to include the company VICTUM SERVIÇOS S.A as a service provider to the Agreement, as well as to add TEC TOY’s branch registered under CNPJ No. [*****], and to formalize the merger of TRANSIRE FABRICAÇÃO DE COMPONENTES ELETRÔNICOS S.A. (CNPJ No. [*****]) by TEC TOY S.A. (CNPJ No. [*****]).

The Parties have decided to enter into this 12th Amendment to the Equipment Supply Agreement (“Amendment”), pursuant to the following terms and conditions:

1.AMENDMENTS

1.1.The Parties, in addition to the maintenance services comprised in the Agreement and its Exhibits, agree to include the services of maintenance and repair of Equipment qualified as scrap, which shall be provided by the SUPPLIERS to the CLIENTS, in compliance with the rules and terms established in the Agreement and its Exhibits for the general maintenance services.

1.1.1.For the repair of Equipment qualified as scrap, the Parties agree to establish the prices included in the chart below, including the exchange of electronic parts and plastic parts:


EQUIPMENT MODEL			SCRAP REPAIR PRICE
D190			[*****]
A930			[*****]
S920			[*****]
Q92			[*****]

1.1.2.For services of maintenance to scrap Equipment, the SUPPLIERS shall [*****].

1.2.The Parties mutually agree, in addition to formalizing the merger of TRANSIRE FABRICAÇÃO DE COMPONENTES ELETRÔNICOS S.A. (CNPJ No. [*****]) by TEC TOY S.A. (CNPJ No. [*****]), to include the company VICTUM SERVIÇOS S.A., as a service provider to the Agreement, which shall become effective with the following wording:

“NET+PHONE TELECOMUNICAÇÕES LTDA., limited liability company, headquartered at Avenida Caminho do Mar, No. 3.115, Bloco C, Pavimento Superior, Parte A, City of São Bernardo do Campo, State of São Paulo, enrolled with the National Corporate Taxpayers’ Registry of the Ministry of Finance (“CNPJ/MF”) under No. [*****], herein represented pursuant to its Bylaws, hereinafter referred to as “CLIENT 1”;

PAGSEGURO INTERNET INSTITUIÇÃO DE PAGAMENTO S.A., corporation, headquartered at Avenida Brigadeiro Faria Lima, 1384, 4th floor, Parte A, City of São Paulo, State of São Paulo, enrolled with CNPJ/MF under No. [*****], herein represented pursuant to its Bylaws, hereinafter simply referred to as “CLIENT 2”, and jointly with CLIENT 1, as “CLIENTS”;



Agreement No. ADT:00206/22

TRANSIRE COMÉRCIO E SERVIÇOS DE EQUIPAMENTOS LTDA., limited liability company, headquartered at Rua Santa Mônica, No. 281, Bloco A, City of Cotia, State of São Paulo, Postal Code 06.715-865, enrolled with CNPJ/MF under No. [*****], herein represented pursuant to its Articles of Incorporation, hereinafter simply referred to as “TRANSIRE SERVIÇOS”;

TEC TOY S.A., private corporation, headquartered at Avenida Buriti, 3.149, Distrito Industrial I, City of Manaus, State of Amazonas, Postal Code 69075000, enrolled with CNPJ/MF under No. [*****], with branches (i) at Rua Santa Mônica, 281, Bloco D, Parque Industrial San Jose, City of Cotia, State of São Paulo, Postal Code 06715-865, enrolled with CNPJ/MF under No. [*****], and (ii) at Avenida Ministro Mario Andreazza, nº 4.120, Galpão A, Distrito Industrial I, city of Manaus, State of Amazonas, Postal Code 06975-830, enrolled with CNPJ/MF under No. [*****], herein represented pursuant to its Articles of Incorporation, hereinafter simply referred to as “TEC TOY”; and

VICTUM SERVIÇOS S.A., private corporation, headquartered at Rua Santa Mônica, No. 281, Bloco E, Parque Industrial San José, City of Cotia, State of São Paulo, Postal Code 06.715-865, enrolled with CNPJ/MF under No. [*****], herein represented pursuant to its Articles of Incorporation, hereinafter simply referred to as “VICTUM”.

TRANSIRE SERVIÇOS, TECTOY and VICTUM are jointly referred to as SERVICE PROVIDERS or SUPPLIERS.

CLIENT 1, CLIENT 2, TRANSIRE SERVIÇOS, TEC TOY and VICTUM are hereinafter individually referred to as “Party” and jointly as “Parties”.

1.3.VICTUM is a company from the economic group of TRANSIRE SERVIÇOS and TEC TOY, and herein represents to be aware of and to agree with the conditions of the Agreement, becoming liable for its rights and obligations included in that instrument.

1.4.Due to the above-mentioned inclusion, all references made to the Service Providers/Suppliers in the Agreement, in whichever instance is not specified, it shall be construed as a reference to TRANSIRE SERVIÇOS, TEC TOY, and VICTUM.

2.RETROACTIVITY

2.1.This Amendment Instrument is executed on the date hereof, however, its effects shall relate back to the date of March 1st, 2022, when the Parties had oral understandings concerning its purpose.

3.RATIFICATION

3.1.The Parties ratify all other terms and conditions of the Agreement, making it clear that the terms and clauses that have not been expressly changed by this Instrument shall remain unchanged and fully effective.



Agreement No. ADT:00206/22

In witness whereof, the Parties execute this instrument in the electronic form, and such Parties, together with their Witnesses, acknowledge that electronic, digital, and computerized signatures are valid and fully effective, constituting instrument enforceable out-of-court for all legal purposes, even if it such signatures or certifications are not under ICP-Brazil standards, pursuant to the provisions in paragraphs of Article 10 of the Provisional Presidential Decree No. 2,200/2001 in force in Brazil.

Therefore, this Agreement, as well as the Proposals, their exhibits and amendments may be executed through such means.

São Paulo, Monday, May 16, 2022.



NET+PHONE TELECOMUNICAÇÕES LTDA.
PAGSEGURO INTERNET INSTITUIÇÃO DE PAGAMENTO S.A.
TRANSIRE COMÉRCIO E SERVIÇOS DE EQUIPAMENTOS LTDA.						TEC TOY S.A.
VICTUM SERVIÇOS S.A.

Witnesses:

Name:

Klaus Gottsfritz

Name:

Clayton Xavier Ribeiro

CPF:

[*****]

CPF:

[*****]

[*****] Confidential information redacted


TRANSIRE
Rua Fernando de Albuquerque, 155 - Consolação - São Paulo - SP - 01309-030



Completion Certificate
Envelope ID: 128711FF020E45788C9F7E292CB91875		Status:
Completed Subject: DocuSign: PAX - ADT206-22 - 12o Aditamento (ant. 13o) ao Contrato de Fornecimento de Equipament...
Source Envelope:
Document Pages: 8	Signatures: 10	Envelope Sent by:
Certificate Pages: 9	Initials: 8	Fabiana Algaves
AutoNav: Enabled		Av. Brigadeiro Faria Lima, 1.384 SP, 01452-002
Enveloped Stamping (ID Stamping): Enabled		[***] Endereço IP: : [***]
Time Zone: (UTC-08:00) Pacific Time (US & Canada)

Record Tracking
Status: Original	Holder: Fabiana Algaves	Location: DocuSign
5/18/2022 6:38:44 AM	[*****]

Signer Events	Signature	Timestamp
Paulo Rodrigo Dantas de Carvalho Dias		Sent: 5/18/2022 6:39:46 AM
[*****]		Viewed: 5/18/2022 7:03:35 AM
LAWYER UNIVERSO ONLINE SA	Signature adoption: Signature image loaded	Signed: 5/18/2022 7:03:46 AM
Security Level: E-mail, Account Authentication (None)	Signed through URL link sent to [***] Using IP Address: [***]

Electronic Record and Signature Disclosure:
Not offered via DocuSign

Aline Marins dos Santos		Sent: 5/18/2022 7:03:49 AM
[*****]		Viewed: 5/18/2022 8:17:34 AM
Security Level: E-mail, Account Authentication (None)		Signed: 5/18/2022 8:17:48 AM
	Signature adoption: Pre-set style Signed through URL link sent to [*****]
	Using IP Address: [*****]

Electronic Record and Signature Disclosure:
Accepted: 11/10/2020 10:25:58 AM
ID: 7731200d-8e7c-4852-a15e-1b035ede93a6

Klaus Gottsfritz [*****]		Sent: 5/18/2022 8:17:51 AM Viewed: 5/19/2022 5:04:01 AM
Security Level: E-mail, Account Authentication (None)
		Signed: 5/19/2022 5:04:41 AM
	Signature adoption: Pre-set style Signed through URL link sent to [*****]
	Using IP Address: [*****]

Electronic Record and Signature Disclosure:
Accepted: 4/5/2021 4:24:51 AM
ID: 85460f95-41f4-4a0f-b597-3d875eb0985b



Signer Events	Signature	Timestamp
Artur Gaulke Schunck		Sent: 5/19/2022 5:04:45 AM
[*****] Chief		Viewed: 5/19/2022 7:13:29 AM
Financial Officer		Signed: 5/19/2022 7:13:34 AM
Security Level: E-mail, Account Authentication
(None)	Signature established by: Pre-set style
	Signed through URL link sent to [*****]
	Using IP Address: [*****]

Electronic Record and Signature Disclosure:
Accepted: 11/24/2020 12:09:02 PM
ID: 5a4c0fb4-f25d-4d6c-9dd3-5f36b01ffbcc

Clayton Xavier Ribeiro		Sent: 5/19/2022 5:04:45 AM
[*****]		Viewed: 5/23/2022 5:05:59 AM
Security Level: E-mail, Account Authentication (None)		Signed: 5/23/2022 5:07:15 AM
	Signature adoption: Pre-set style Signed through URL link sent to [*****]
	Using IP Address: [*****]

Electronic Record and Signature Disclosure
Accepted: 8/13/2018 6:54:30 AM
ID: 9622694a-9bac-44d8-a450-0457f6aaa8ae

Leandro Roberto Rodrigues		Sent: 5/19/2022 5:04:45 AM
[*****] Treasury Officer		Viewed: 5/19/2022 5:45:31 AM
Pagseguro		Signed: 5/19/2022 5:45:37 AM
Security Level: E-mail, Account Authentication (None)	Signature adoption: Pre-set style Signed through URL link sent to [*****]
	Using IP Address: [*****]

Electronic Record and Signature Disclosure:
Accepted: 3/9/2020 11:29:35 AM
ID: ac22b8b7-eedc-429b-bf34-d62fde41d54f

Paulo Gasparo [*****]		Sent: 5/19/2022 5:04:46 AM
DIRECTOR		Resent 5/23/2022 7:09:44 AM
Security Level: E-mail, Account Authentication		Viewed: 5/23/2022 7:17:35 AM
(None)	Signature established by: Pre-set style	Signed: 5/23/2022 7:18:04 AM
	Signed through URL link sent to [***] Using IP Address: [***]

Electronic Record and Signature Disclosure:
Accepted: 5/23/2022 7:17:35 AM
ID: 88960b93-aabe-4d23-9dca-07f171d1bdc2

Rogildo Torquato Landim		Sent: 5/19/2022 5:04:46 AM
[*****] CEO UOLDIVEO		Viewed: 5/19/2022 5:30:41 AM
CEO	Signature adoption: Pre-set style Signed through URL link sent to [*****]	Signed: 5/19/2022 5:30:47 AM
Security Level: E-mail, Account Authentication (None)	Using IP Address: [*****]

Electronic Record and Signature Disclosure:
Accepted: 5/19/2022 5:30:41 AM
ID: b1df46c6-e1b9-4bd5-91ce-2a41ee5523c9



Signer Events	Signature	Timestamp
Tiago Cabral		Sent: 5/19/2022 5:04:46 AM
[*****] Commercial		Viewed: 5/22/2022 6:22:03 AM
Services Officer		Signed: 5/22/2022 6:23:19 AM
Security Level: E-mail, Account Authentication
(None)	Signature established by: Pre-set style
	Signed through URL link sent to [*****]
	Using IP Address: [*****]Signed using cellphone

Electronic Record and Signature Disclosure:
Accepted: 8/14/2020 10:54:21 AM
ID: 338646ed-b76b-4afa-9d52-db37c34f2730

Valdeni Rodrigues de Novaes		Sent: 5/19/2022 5:04:46 AM
[*****]CEO		Viewed: 5/19/2022 5:21:01 AM
Security Level: E-mail, Account Authentication		Signed: 5/19/2022 5:21:39 AM
(None)	Signature established by: Pre-set style
	Signed through URL link sent to [***] Using IP Address: [***]

Electronic Record and Signature Disclosure:
Accepted: 5/19/2022 5:21:01 AM
ID: 959e5d66-5d3c-4589-8cc5-397e1ca28145

In Person Signer Events	Signature	Timestamp

Editor Delivery Events	Status	Timestamp

Agent Delivery Events	Status	Timestamp

Intermediary Delivery Events	Status	Timestamp

Certified Delivery Events	Status	Timestamp

Carbon Copy Events	Status	Timestamp

Witness Events	Signature	Timestamp

Notary Events	Signature	Timestamp

Envelope Summary Events	Status	Timestamp
Envelope sent	Hashed/Encrypted	5/18/2022 6:39:46 AM
Certified delivery	Security checked	5/19/2022 5:21:01 AM
Signing complete	Security checked	5/19/2022 5:21:39 AM
Completed	Security checked	5/23/2022 7:18:04 AM
Payment Events	Status	Timestamp

Electronic Record and Signature Disclosure

Electronic Record and Signature Disclosure created on: 2/7/2018 5:43:37 AM

Parties agreed to: Aline Marins dos Santos, Klaus Gottsfritz, Artur Gaulke Schunck, Clayton Xavier Ribeiro, Leandro Roberto Rodrigues, Paulo Gasparo, Tiago C

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Electronic Record and Signature Disclosure created on: 12/27/2017 6:27:37 AM

Parties agreed to: Rogildo Torquato Landim

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