Exhibit 10.15
FIRST AMENDMENT TO THE COST SHARING AGREEMENT
By this private instrument, the parties below:
Cogna Educação S.A., a company with its principal place of business in the City of Belo Horizonte, State of Minas Gerais, at Rua Santa Madalena Sofia, No. 25, 4th floor, Suite 01, Vila Paris District, Postal Code 30380-650, enrolled with the National Corporate Taxpayer Register (CNPJ/ME) under No. 02.800.026/0001-40, with its articles of incorporation filed with the Commercial Registry of the State of Minas Gerais (“JUCEMG”), under company registration (NIRE) No. 31300025187, herein represented in accordance with its bylaws (“Cogna”);
Editora e Distribuidora Educacional S.A, a company with its principal place of business in the City of Belo Horizonte, State of Minas Gerais, at Rua Santa Madalena Sofia, No. 25, 3rd floor, Vila Paris District, Postal Code 30380-650, enrolled with the National Corporate Taxpayer Register (CNPJ/ME) under No. 33.733.648/0001-40, with its articles of incorporation filed with JUCEMG, under NIRE 31300094022 (“EDE”);
OTHER COMPANIES LISTED IN EXHIBIT I to the Expense Sharing Agreement entered into on January 21, 2020 (as defined below), which is also attached hereto as Exhibit I, herein represented by Cesar Augusto Silva and Mario Ghio Junior (“Other Companies”);
And also,
Mind Makers Editora Educacional Ltda., a company with its principal place of business in the City of Belo Horizonte, State of Minas Gerais, at Rua Santa Rita Durão, No. 930, 2nd floor, Savassi, Postal Code 30140-118, enrolled with the CNPJ/ME under No. 24.738.108/0001-44, with its articles of incorporation filed with JUCEMG, under NIRE 3121062799-4, herein represented in accordance with its articles of association (“Mind Makers”); and
A & R Comércio e Serviços de Informática Ltda., a limited business company with its principal place of business in the City of Recife, State of Pernambuco, at Rua do Brum, 515, Bairro do Recife, Postal Code 50.030-260, enrolled with the CNPJ/ME under No. 03.105.309/0001-34, with its articles of incorporation filed with the Commercial Registry of the State of Pernambuco (“JUCEPE”) under NIRE 26.2.0115498-8, herein represented in accordance with its articles of association (“A&R”).
Cogna, EDE, the Other Companies, Mind Makers e A&R are hereinafter jointly referred to as “Parties”, and individually as “Party”.
WHEREAS:
(i) Cogna, EDE and the Other Companies belonged to the same Economic Group in 2019;
(ii) Cogna, EDE and the Other Companies executed on January 21, 2020 an Expense Sharing Agreement aimed at optimizing their activities by sharing structures relating to the Target Activities to meet their common needs (“Agreement”);
(iii) the Agreement sets forth that (a) the Target Activities subject to sharing shall be used by Cogna, EDE and the Other Companies to the extent of their operational needs; (b) Cogna or other parties to the Agreement, still to be determined, shall manage the performance of the Target Activities, and, therefore, pay the Expenses; and (c) the Expenses arising from the Target Activities shall be shared by the parties to the Agreement under the expense sharing regime so that part of the Expenses paid by a certain Party shall be reimbursed by the other Parties; and
(iv) in January and February 2020, A&R and Mind Makers shall, respectively, become part of the Economic Group, and, therefore, share structures relating to the Target Activities and pay the Expenses to the extent of their operational needs, and thus appear as Parties to the Agreement.
The Parties AGREE to execute this First Amendment to the Expense Sharing Agreement (“First Amendment”), which shall be governed by the terms and conditions set forth below.
| 1.1. | Capitalized terms not expressly defined in this First Amendment shall have the meanings ascribed thereto in the Agreement. |
| 2.1. | The Parties agree that A&R and Mind Makers shall, as of the date hereof, appear as Parties to the Agreement, and undertake all duties and obligations set forth therein. |
