Each purchaser of Santos Brasil Participações S.A. shares in the United States will be deemed to have agreed not to deposit such shares into an unrestricted global depositary receipt facility for as long as those shares are restricted securities within the meaning of Rule 144 under the Securities Act and to have represented and agreed as follows:

  • The purchaser: (i) is a qualified institutional buyer and is aware that the sale of Santos Brasil Participações S.A. shares to it is being made in reliance on exemptions from the registration requirements of the Securities Act and such acquisition will be for its own account or for the account of a qualified institutional buyer; or (ii) a person who, at the time the buy order for the shares was originated, was outside the United States and was not a U.S. person (and was not purchasing for the account or benefit of a U.S. person) within the meaning of Regulation S under the Securities Act;
  • In making its decision to purchase the shares, the purchaser: (i) has made its own investment decision regarding the shares based on its own knowledge; (ii) has had access to such information as it deems necessary or appropriate in connection with its purchase of the shares; and (iii) has sufficient knowledge and experience in financial and business matters and expertise in assessing credit, market and all other relevant risk and is capable of evaluating, and has evaluated independently, the merits, risks and suitability of purchasing the shares; and
  • Santos Brasil Participações S.A. shares have not been, nor will they be, registered under the Securities Act and may not be re-offered, resold, pledged or otherwise transferred except: (i) (a) to a person who the purchaser reasonably believes is a qualified institutional buyer in a transaction meeting the requirements of Rule 144A, (b) outside the United States in a transaction complying with Rule 903 or Rule 904 of Regulation S or (c) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available); and (ii) in accordance with all applicable securities laws of the states of the United States.

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