EX-4.5 3 a45englishtranslationof10t.htm EX-4.5

|  | Agreement No. ADT:00130/21

Exhibit 4.5

10TH 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. 06.066.832/0001--97, herein represented pursuant to its Bylaws, hereinafter referred to as “CLIENT 1”;
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. 08.561.701/0001-01, herein represented pursuant to its Bylaws, hereinafter simply referred to as “CLIENT 2”, and jointly with CLIENT 1, as “CLIENTS”;
PAX BR COMÉRCIO E SERVIÇOS DE EQUIPAMENTOS DE INFORMÁTICA LTDA. (current corporate name of PAX BR COMÉRCIO E SERVIÇOS 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. 11.603.135/0001-68, herein represented pursuant to its Articles of Incorporation, hereinafter simply referred to as “PAX”; and
TRANSIRE FABRICAÇÃO DE COMPONENTES ELETRÔNICOS LTDA., limited liability corporation, headquartered at Avenida Ministro Mario Andreazza, No. 4.120, City of Manaus, State of Amazonas, Postal Code 69.075-830, enrolled with CNPJ/MF under No. 21.785.364/0001-02, herein represented pursuant to its Articles of Incorporation, hereinafter referred to simply as “TRANSIRE;
TEC TOY S.A., corporation, headquartered at Avenida Buriti, 3149, Distrito Industrial I, City of Manaus, State of Amazonas, Postal Code 69075-000, enrolled with CNPJ/MF under No. 22.770.366/0001-82, 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. 22.770.366/0006--97, herein represented pursuant to its Bylaws, hereinafter simply referred to as “TEC TOY”. PAX, TRANSIRE and TEC TOY are jointly referred to simply as “SUPPLIERS”.
CLIENT 1, CLIENT 2, PAX, TRANSIRE and TEC TOY are hereinafter jointly referred to as “Parties”, and individually as “Party”.
WHEREAS:
(i)The Parties executed the Equipment Supply Agreement (“Agreement”) as of [******], with subsequent amendments on [******]; [******]; [******];[******]; [******]; [******]; [******]; [******]; and [******]; and
(ii)The Parties wish to adjust the prices applied to the Equipment Maintenance Services included in the Agreement.
The Parties have decided to enter into this 10th Amendment to the Equipment Supply Agreement (“Amendment”), pursuant to the following terms and conditions:

|  |  | 1

|  | Agreement No. ADT:00130/21

1.AMENDMENTS
1.1.The Parties agree to the adjust the amounts charged for the Equipment maintenance services, replacing the chart in section 2.1 of Exhibit I of the Agreement with the chart below:

Model | PRICE
[*****] | [*****]
[*****] | [*****]
[*****] | [*****]
[*****] | [*****]
[*****] | [*****]
[*****] | [*****]
[*****] | [*****]
[*****] | [*****]
[*****] | [*****]
[*****] | [*****]
[*****] | [*****]
[*****] | [*****]
[*****] | [*****]
[*****] | [*****]

Assumptions:
•[*****] day warranty after maintenance only for Equipment;
•Repair period (SLA): As provided in the Agreement;
•The manufacturer shall bear all operational costs in the event of epidemic defect, provided that its responsibility is proven, otherwise, the CLIENT shall bear the costs.
•Billing within [*****] days after the invoice is issued.
1.2.The Parties agree that the Equipment repair/maintenance services may be delayed due to proven external factors outside the control of the SUPPLIERS, and in these events, no penalties are applicable to the SUPPLIERS.
1.3.In conclusion, it is hereby agreed that the billing for the Equipment Maintenance services shall be performed by PAX BR COMERCIO E SERVIÇOS LTDA., and its information detailed below:

Corporate Name: | PAX BR COMÉRCIO E SERVIÇOS DE EQUIPAMENTOS DE INFORMÁTICA LTDA.
Doing Business As: | PAX DO BRASIL
Address: | Rua Santa Mônica, n° 281, Bloco A, na Cidade de Cotia, Estado de São Paulo, CEP 06.715-865
Phone: | (11) 3197-8090 / (11) 4148-5878
CNPJ: | 11.603.135/0001-68
State Registry Enrollment: | [*****]

2.RETROACTIVITY

|  |  | 2

|  | Agreement No. ADT:00130/21

2.1.This Amendment Instrument is executed on the date hereof, however, its effects shall relate back to the date of [******], 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.
In witness whereof, the Parties hereby 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, July 20, 2021.
NET+PHONE TELECOMUNICAÇÕES LTDA. PAGSEGURO INTERNET S.A.
PAX BR COMÉRCIO E SERVIÇOS DE
EQUIPAMENTOS DE INFORMÁTICA LTDA.
TRANSIRE FABRICAÇÃO DE COMPONENTES
ELETRÔNICOS LTDA.
TEC TOY S.A.
Witnesses:

1. |  | 2.
Name:Klaus Gottsfritz |  | Nome: Clayton Xavier Ribeiro
CPF[*****] |  | CPF:[*****]

|  |  | 3

Completion Certificate
Envelope ID: [*****] Status: Completed Subject: DocuSign: PAX - ADT130-21 - 10o Aditamento ao Contrato de Fornecimento de Equipamentos (Valores...
Source Envelope:
Document Pages: 3 Signatures: 10 Envelope Sent by:
Certificate Pages: 6 Initials: 6 Fabiana Algaves
AutoNav: Enabled
Enveloped Stamping (ID Stamping): Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
Av. Brigadeiro Faria Lima, 1.384
SP, 01452-002
[*****]
Endereço IP: [*****]
Record Tracking
Status: Original
7/21/2021 7:03:22 AM
Holder: Fabiana Algaves
[*****]
Location: DocuSign
Paulo Rodrigo Dantas de Carvalho Dias [*****]
LAWYER UNIVERSO ONLINE SA
Security Level: E-mail, Account Authentication (None)
Signature adoption: Signature image loaded
Using IP Address: [*****]
Sent: 7/21/2021 7:11:42 AM
Viewed: 7/21/2021 7:13:01 AM
Signed: 7/21/2021 7:13:20 AM
Electronic Record and Signature Disclosure:
Not offered via DocuSign
Paula Yumi Kido [*****]
Security Level: E-mail, Account Authentication (None)
Signature adoption: Pre-selected Style IP Address: [*****]
Sent: 7/21/2021 7:13:23 AM
Viewed: 7/26/2021 5:40:44 AM
Signed: 7/26/2021 5:40:53 AM
Electronic Record and Signature Disclosure:
Accepted: 3/30/2021 10:52:02 AM
ID: [*****]
Klaus Gottsfritz
[*****]
Security Level: E-mail, Account Authentication
(None)
Signature adoption: Pre-selected Style IP Address: [*****]
Sent: 7/26/2021 5:40:58 AM
Resent 7/26/2021 7:47:06 AM
Viewed: 7/26/2021 10:02:02 AM
Signed: 7/26/2021 10:08:23 AM

Electronic Record and Signature Disclosure:
Accepted: 4/5/2021 4:24:51 AM
ID: [*****]

Artur Gaulke Schunck [*****] Chief Financial Officer |  |  |  | Sent: 8/6/2021 12:32:19 PM Viewed: 8/6/2021 12:59:53 PM Signed: 8/6/2021 1:00:00 PM
Security Level: E-mail, Account Authentication (None) |  | Signature established by: Pre-set style Using IP Address: [*****] |

Electronic Record and Signature Disclosure:
Accepted: 11/24/2020 12:09:02 PM
ID: [*****]
Clayton Xavier Ribeiro
[*****]
Security Level: E-mail, Account Authentication
(None)
Signature adoption: Pre-selected Style
IP Address: [*****]
Sent: 8/6/2021 12:32:20 PM
Viewed: 8/9/2021 5:18:27 AM
Signed: 8/9/2021 7:05:57 AM
Electronic Record and Signature Disclosure:
Accepted: 8/13/2018 6:54:30 AM
ID: [*****]
Paulo Fernando Gasparo
[*****]
DIRECTOR
Security Level: E-mail, Account Authentication (None)
Signature established by: Pre-set style
Using IP Address: [*****]
Sent: 7/26/2021 10:08:26 AM
Resent 7/27/2021 6:55:00 AM
Viewed: 7/26/2021 2:38:02 PM
Signed: 7/27/2021 6:56:29 AM
Electronic Record and Signature Disclosure:
Accepted: 7/26/2021 2:38:02 PM
ID: 92c0620f-26ca-4e3b-bcf8-8e9ceaf90ea3
Renato Bertozzo Duarte
[*****]
HEAD OF UNIVERSO ONLINE LEGAL DEPARTMENT
Security Level: E-mail, Account Authentication (None)
Signature adoption: Signature image loaded
Using IP Address: [*****] Signed using cellphone
Sent: 8/6/2021 12:32:20 PM
Viewed: 8/6/2021 12:43:23 PM
Signed: 8/6/2021 12:43:36 PM

Electronic Record and Signature Disclosure:
Not offered via DocuSign
Tiago Cabral
[*****]
Commercial Services Officer
Security Level: E-mail, Account Authentication (None)
Signature established by: Pre-set style
Using IP Address: [*****]
Signed using cellphone
Sent: 7/26/2021 10:08:26 AM
Resent 7/27/2021 6:55:01 AM
Resent 8/2/2021 6:15:32 AM
Resent 8/13/2021 1:20:58 PM
Resent 8/16/2021 5:44:35 AM
Resent 8/16/2021 5:44:48 AM
Viewed: 8/16/2021 1:49:15 PM
Signed: 8/16/2021 1:49:21 PM
Electronic Record and Signature Disclosure:
Accepted: 8/14/2020 10:54:21 AM
ID: [*****]
Valdeni Rodrigues de Novaes
[*****]
CEO
Security Level: E-mail, Account Authentication
(None)
Signature established by: Pre-set style
Using IP Address: [*****]
Sent: 7/26/2021 10:08:26 AM
Viewed: 7/26/2021 10:09:36 AM
Signed: 7/26/2021 10:09:57 AM
Electronic Record and Signature Disclosure:
Accepted: 7/26/2021 10:09:36 AM
ID: [*****]

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 | 7/21/2021 7:11:42 AM
Certified delivery | Security checked | 7/26/2021 10:09:36 AM
Signing complete | Security checked | 7/26/2021 10:09:57 AM
Completed | Security checked | 8/16/2021 1:49:21 PM
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: Paula Yumi Kido, Klaus Gottsfritz, Artur Gaulke Schunck, Clayton Xavier Ribeiro, Paulo Fernando Gasparo, Tiago Cabral, Valdeni Rodrigues d

CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORDS AND SIGNATURE DISCLOSURES
Electronic Record and Signature Disclosure
From time to time, we may be required by law to provide you with certain written notices or disclosures. Described below are the terms and conditions for us to provide you with such notices and disclosures electronically through the DocuSign, Inc. (DocuSign) electronic signature system. Read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, confirm your agreement by clicking the ‘I agree’ button at the bottom of this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print the documents we send to you through the DocuSign system during and immediately after the signature session, and, if you elect to create a DocuSign user account, you may access them for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish to get paper copies of any such documents to be sent from our office to you, you will not be charged a per-page fee. You may request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us thereafter that you want to receive notices and disclosures only in paper format. The procedure to inform us of your decision to receive future notices and disclosures in paper format and withdraw your consent to receive notices and disclosures electronically is described below.
Consequences of changing your mind
If you elect to receive notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and provide services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of receipt of such paper notices or disclosures. To let us know that you are changing your mind, you must withdraw your consent using the DocuSign “Withdraw Consent” form on the signature page of a DocuSign envelope instead of signing it. This will indicate to us that you have withdrawn your consent to receive notices and disclosures electronically from us and you will no longer be able to use the DocuSign system to receive notices and consents electronically from us or to electronically sign documents sent by us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will electronically send you through the DocuSign system all required notices, disclosures, authorizations, acknowledgments, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you using the same method and to the same address you have informed us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, let us know as described below. Also see the paragraph immediately above that describes the consequences if you elect not to receive notices and disclosures electronically from us.
How to contact us:
You may contact us to let us know of your changes on how we should contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically, as provided below: To contact us by email send messages to:

Electronic Record and Signature Disclosure created on: 2/7/2018 5:43:37 AM |
Parties agreed to: Paula Yumi Kido, Klaus Gottsfritz, Artur Gaulke Schunck, Clayton Xavier Ribeiro, Paulo Fernando Gasparo, Tiago Cabral, Valdeni Rodrigues d

To inform of your new e-mail address:
To let us know of a change in your e-mail address to which we should send notices and disclosures electronically to you, you must send us an e-mail and provide: your previous e-mail address and your new e-mail address. We do not require any other information from you to change your e-mail address.
In addition, you must notify DocuSign, Inc. in order to reflect your new e-mail address in your DocuSign account by following the process for changing e-mail in the DocuSign system.
To request paper copies from us:
To request us to send you paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail and provide: your e-mail address, full name, Brazil Postal address, and telephone number. We will charge you for the amount of the copies, if applicable.
To withdraw your consent to us:
To inform us that you no longer want to receive future notices and disclosures in electronic format you may:
(i)refuse to sign a document in your DocuSign session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent; or you may
(ii)send us an e-mail and provide your e-mail address
full name, Brazil Postal Address, and telephone number. We do not need any other information from you to withdraw consent. The consequences of your withdrawing consent for online documents will be that transactions may take longer to process.
Required hardware and software**:
(i)Operating Systems: Windows® 2000, Windows® XP, Windows Vista®; Mac OS®
(ii)Browsers: Latest versions Internet Explorer® 6.0 or above (only Windows); Mozilla Firefox 2.0 or above (Windows and Mac); Safari™ 3.0 or above (only Mac)
(iii)PDF readers: Acrobat® or similar software may be required to view and print PDF files.
(iv)Screen Resolution: 800 x 600 minimum
(v)Enabled Security Settings: Allow per session cookies
** These minimum requirements are subject to change. If these requirements change, you will be asked to re-accept the disclosure. Pre-release (e.g. beta) versions of operating systems and browsers are not supported.

Electronic Record and Signature Disclosure created on: 2/7/2018 5:43:37 AM |
Parties agreed to: Paula Yumi Kido, Klaus Gottsfritz, Artur Gaulke Schunck, Clayton Xavier Ribeiro, Paulo Fernando Gasparo, Tiago Cabral, Valdeni Rodrigues d

Acknowledging your access and consent to receive materials electronically:
To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please make sure you read this electronic disclosure and are able to print on paper or electronically save this page for your future reference and access or are able to e-mail this disclosure and consent to an e-mail address in which you will be able to print on paper or save this page for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format under the terms and conditions described above, let us know by clicking the “I agree” button below.
By checking the “I agree” box, I confirm that:
(i)I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORDS AND CONSUMER SIGNATURE DISCLOSURES; and
(ii)I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and (iii) Until or unless I notify as described above, I consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by during the course of my relationship with you.