1.4. The Parties execute on the date hereof the corresponding amendment to the Company’s by-laws, in respect of the transfer of eighty percent (80%) of the Company's shares, at the nominal price ofR$1,120,000 (one million one hundred and twenty thousand Reais). It is agreed that within a maximum period of five (5) days from this date, such amendment shall be registered at the Commercial Registry of the State of São Paulo (JUCESP).
2.2. Notwithstanding the above provisions, the Parties hereby agree that, in the event that SIENA shall show positive results during the next five (5) years,the dividends generated by such results shall be used by DURAG primarily to effect the payments set forth in clauses 1.1. and 1.2. paragraphs (b) to (f), until payment thereof in full, by the disproportionate appropriation of income, properly minuted.
2.2.1. If the results obtained by SIENA shall not be positive or shall not be sufficient for DURAG to use them to make full repayment of theinstallments falling due, as set forth in clause 2.2. above, such repayment or the unpaid difference shall be made directly by DURAG.
2.3. The Parties also stipulate that during the next five (5) years, any positive results exceeding the amounts to be paid by DURAG as set forth in clause 2.2. shall remain in the Company (retained earnings) for future appropriation as agreed by the partners.
2.4. If the Company shall suffer losses, they shall be covered in the following manner:
a) If the Company shall have retained earnings, such earnings shall be used to absorb these losses;
b) If the Company shall not have sufficient retained earnings and the losses occur as a result of the economic situation or the Company’s management problems, the losses shall be assumed by thepartners in proportion to their individual shareholdings in the Company; and
c) If the losses are occasioned by extraordinary costs arising from the implementation of the sales and marketing strategy defined by DURAG, DURAG shall assume one hundred percent (100%) of the losses, provided that such actions shall be duly documented in minutes signed by the partners.
CLAUSE 3. OPTION TO PURCHASE
3.1. The Parties agree that at the end of the five-year period starting from the execution of this agreement, DURAG shall have the option to buy, and LUIZ and EUGENIO shall be obliged to sell to DURAG, or to any other company or individual appointed by DURAG, the remaining shares in the Company. The price for the exercise of such option shall be six (6) times EBITDA, as calculated on thebasis of SIENA's duly signed and formalized accounts as of the end of the fifth year.
3.2. Notwithstanding the formula described above, the Parties also agree that the minimum amount to be paid for LUIZ and EUGENIO’s shares shall be R$900,000 (nine hundred thousand Reais) and the maximum amount R$1,800,000 (one million eight hundred thousand Reais).
3.2.1. The above-mentioned amount shall bemonetarily corrected according to the IGPM/FGV with effect from the date of signing of this deed.
3.3. If DURAG shall decide not to exercise its option to purchase at the end of the stated period, LUIZ and EUGENIO shall remain with the Company until DURAG shall decide to exercise the option.
4. OTHER PROVISIONS
4.1. DURAG agrees that the amount of cash held in the Company on, 2012, may be withdrawn by LUIZ and EUGENIO.
4.2. Immediately upon becoming a member of the Company, DURAG shall pay in R$300,000 (three hundred thousand Reais) as cash resources for the Company.
4.3. The Parties agree that the Company’s sales and marketing activities shall be undertaken by Mr Ednaldo , Brazilian, holder of ID card No. RG , taxpayer code No. CPF/MF...