CORPORATE GOVERNANCE<p>Transfer of Shares and Related Rights<p>We propose that all operations involving the transfer of shares (or rights thereto) be subject to the following clauses:<p>i. Report in favor of the shareholders;
ii. Tag-along right in favor of Company A in the event of the sale of the majority;
iii. Drag-along right in favor of the Founders in the event of the sale of the majority;<p>We propose the following option rights in favor of Company A:<p>i. Free call option in favor of Company A to purchase additional shares from the Founders under the following conditions:<p>Subject: A percentage that allows Company A to reach 49% of the capital (total post-option share including the initial share);
Price: Proportionally equal to the valuation used for the initial investment;
Exercise term: 2 years from the initial investment;
ii. Free call option in favor of Company A to purchase additional shares from the Founders under the following conditions:<p>Subject: Remaining shares held by the Founders (exit way for the Founders);
Price: Market value (fair value) with the determination mechanism agreed upon by the parties or, failing that, by a third-party evaluator;
Exercise term: Indeterminate;
Deliberative Quorums for Certain Operations<p>We propose that operations exceeding normal operations (extraordinary or involving significant asset dispositions) require the favorable vote of Company A in the competent corporate body (assembly or board of directors); the operations in question should be as follows:<p>i. Sale of trademarks or intellectual property in general (know-how and similar);
ii. Sale of the company or branches of the company;
iii. Changes to the corporate purpose;
iv. Capital increases reserved for third parties;
v. Extraordinary corporate operations (merger, demerger, transformation);<p>We propose the following rights for Company A regarding the composition and compensation of the Board of Directors (BoD):<p>i. One seat on the administrative body is reserved for a person designated by Company A;
ii. Compensation to the BoD exceeding a certain threshold (to be established based on the current situation) requires the favorable vote of Company A or its representative (depending on whether the resolution is adopted by the assembly or the BoD).<p>Relationships with the Founders<p>We propose that an exclusivity agreement be established for the activity of the Founders in favor of Company B;
We propose that a non-competition agreement be established for the Founders and Company B with respect to Company A.<p>OPERATIONAL PARTNERSHIP BETWEEN COMPANY B AND COMPANY A<p>Commercial Agreement<p>i. We propose the signing of a commercial agreement between the two entities that provides for a reciprocal commercial fee of 15%.